IRD Glass and IRD Ceramics believe successful business relationships are built on clear communication, mutual respect, and consistent expectations. These Terms and Conditions of Sale are intended to establish a fair framework for our business relationship and to protect the interests of both parties.
These Terms and Conditions of Sale ("Terms") apply to all sales by PNE, Inc., doing business as IRD Glass and IRD Ceramics ("Seller"), to the purchaser ("Buyer"). These Terms become part of every accepted order unless the parties have expressly agreed otherwise in a written agreement signed by authorized representatives of both parties. Any additional or conflicting terms in Buyer's purchase order, acknowledgment, or other document that materially change these Terms are rejected and will not apply unless explicitly agreed to in writing by an authorized representative of Seller.
No modification, waiver, or amendment of these Terms is effective unless made in writing and signed by authorized representatives of both parties. Seller's acceptance of an order, commencement of performance, or delivery of Products does not constitute acceptance of any conflicting terms proposed by Buyer.
1. Orders and Acceptance
Written quotations are based on the specifications, quantities, delivery schedules, material costs, and production capacity known at the time they are issued. Unless otherwise stated, quotations are provided for planning and procurement purposes and do not constitute a binding offer.
Buyer shall submit orders by purchase order referencing the applicable quotation number whenever practical.
An order becomes binding only after the Seller issues a written Sales Order acknowledgment or otherwise confirms acceptance in writing.
Seller reserves the right to renegotiate or decline orders based on production capacity, technical feasibility, commercial considerations, creditworthiness, regulatory requirements, or other reasonable business factors in place when the order is received.
Upon acceptance, Seller will issue a Sales Order Acknowledgment confirming the agreed pricing, quantities, specifications, and anticipated delivery schedule.
2. Pricing
Quoted pricing remains valid for sixty (60) days from the date of quotation unless otherwise stated in writing.
Prices are based upon the specifications, quantities, delivery schedules, material costs, and manufacturing assumptions identified in the quotation.
If shipment of any portion of an order is scheduled to occur more than one hundred eighty (180) days after Seller's Sales Order acknowledgment, Seller reserves the right to review and adjust pricing to reflect documented changes in material costs, labor, overhead, regulatory requirements, tariffs, or other significant cost factors beyond Seller's reasonable control. Seller will provide Buyer with reasonable notice of any proposed adjustment and, whenever practical, the parties will work together in good faith to reach a mutually acceptable solution before shipment.
Changes requested by Buyer, including revisions to specifications, quantities, packaging, testing requirements, certifications, delivery schedules, or other order requirements, may result in revised pricing and/or lead times.
Unless otherwise stated in the quotation, prices do not include expedited production, premium freight, customer-specific packaging, special certifications, or other services requested after quotation. Such requirements may be quoted separately.
If any discrepancy exists between the Buyer's purchase order and the Seller's Sales Order acknowledgment, the parties will work together in good faith to resolve the discrepancy before production proceeds, whenever possible.
For blanket orders, scheduled releases, or multi-year supply agreements, pricing is based upon the agreed release schedule and forecast quantities. Significant changes in release timing, quantities, or purchasing patterns may require equitable adjustments to pricing, lead times, or both.
3. Taxes
Quoted prices exclude all applicable federal, state, provincial, local, sales, use, excise, value-added (VAT), goods and services (GST), customs duties, tariffs, import or export charges, and other governmental taxes, fees, or assessments applicable to the sale or delivery of the Products, unless expressly stated otherwise in Seller's quotation.
Buyer is responsible for payment of all such taxes and charges imposed in connection with the transaction, except for taxes based upon Seller's net income or corporate franchise obligations.
Buyer may claim exemption from applicable taxes by providing Seller with a valid exemption certificate or other documentation acceptable to the appropriate taxing authority before shipment or invoicing, as applicable.
If Seller is required to pay or collect taxes for which Buyer is responsible, Buyer agrees to reimburse Seller for those amounts upon invoice.
4. Payment Terms
Unless otherwise approved in writing, payment terms are Net Thirty (30) days from the date of the Seller's invoice.
Buyer agrees to pay all undisputed invoices in accordance with the agreed payment terms.
If Buyer disputes any portion of an invoice, Buyer shall promptly notify Seller in writing, identifying the specific basis for the dispute. Buyer will pay all undisputed amounts while the parties work together in good faith to resolve the dispute.
Past due balances may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable Law.
If any invoice remains past due, Seller may, after providing reasonable notice to Buyer, suspend future shipments, withhold additional work, or require advance payment until the account is brought current.
Seller reserves the right to require advance payment, partial payment, or other reasonable credit assurances if Buyer's financial condition materially changes or if Buyer fails to maintain agreed payment terms.
If collection efforts become reasonably necessary, Buyer agrees to reimburse Seller for reasonable collection costs, including attorneys' fees, court costs, and other reasonable expenses incurred in collecting undisputed amounts owed.
Accepted payment methods include ACH, wire transfer, check, and other methods approved by the Seller. Credit card payments may be accepted subject to Seller's current policies and any applicable processing fees disclosed at the time of payment.
5. Order Changes, Delays, and Cancellations
Seller recognizes that production requirements may change over the course of a project and will make commercially reasonable efforts to accommodate Buyer's requests whenever practical. Because many Products are custom-manufactured, however, requested changes may affect cost, lead time, material availability, or production scheduling.
Once accepted by Seller, an order may not be canceled, modified, suspended, or delayed without Seller's prior written approval.
Seller will evaluate requested changes in good faith and will let Buyer know of any adjustments to pricing, delivery schedules, minimum order quantities, engineering effort, material commitments, or other commercial terms before implementing the requested change.
If Buyer cancels an accepted order, Buyer shall be responsible for reasonable costs incurred by Seller through the effective date of cancellation, including, as applicable:
- Raw materials purchased or committed
- Work in process
- Finished goods
- Engineering and development effort
- Outside processing or subcontractor commitments
- Tooling or setup costs
- Non-cancelable supplier obligations
- Reasonable administrative costs directly related to the canceled order
Seller will make commercially reasonable efforts to mitigate cancellation costs whenever practical.
If Buyer requests that completed Products or partially completed Products be held beyond the agreed shipment schedule, Seller may invoice the Products according to the original delivery schedule and may assess reasonable storage, handling, insurance, and inventory carrying charges after providing reasonable notice to Buyer.
If Buyer delays providing approvals, specifications, customer-furnished materials, shipping instructions, export documentation, or other information necessary for production or shipment, Seller's delivery commitments shall be equitably extended to reflect the resulting delay.
If circumstances arise that materially affect Seller's ability to perform, including significant changes in material availability, regulatory requirements, supplier disruptions, or other events beyond Seller's reasonable control, Seller will promptly notify Buyer. The parties will work together in good faith to determine an equitable solution, which may include revised pricing, delivery schedules, or order modifications.
6. Inspection, Nonconforming Products, and Returns
Buyer shall look over the Products as soon as they receive and notify Seller in writing of any alleged nonconformance within thirty (30) days after delivery, or such longer period as may be required by applicable Law or a written agreement between the parties.
Buyer and Seller will work together in good faith to evaluate any reported nonconformance and determine the appropriate corrective action.
Products may not be returned without the Seller's prior written authorization and the issuance of a Return Material Authorization ("RMA").
An RMA request should include sufficient information to identify the applicable Sales Order, Product, quantity affected, and the nature of the alleged nonconformance.
Unless otherwise authorized by Seller, RMAs remain valid for fourteen (14) days from the date of issuance.
Returned Products shall:
- Be returned within the authorized RMA period.
- Be packaged using the original packaging or equivalent protective packaging.
- Clearly reference the assigned RMA number.
- Be received in a condition suitable for inspection and evaluation.
Seller reserves the right to reject returned Products that:
- have been altered or modified without Seller's authorization;
- have been improperly handled, installed, stored, or maintained;
- have been damaged after delivery;
- have been subjected to misuse, abuse, or unauthorized repair; or
- cannot reasonably be evaluated because of their condition upon return.
If Seller determines that the Product does not conform to the applicable specifications due to Seller's workmanship or manufacturing process, Seller will, at its option, repair, replace, or issue an appropriate credit for the affected Product in accordance with the Limited Warranty set forth in these Terms.
Shipping charges associated with approved warranty returns will be allocated in accordance with the warranty determination. Shipping charges for non-warranty returns or returns resulting from Buyer's actions remain Buyer's responsibility unless otherwise agreed in writing.
7. Buyer Specifications, Design Responsibility, and Intellectual Property Indemnification
Seller manufactures Products in accordance with the specifications, drawings, models, materials, documentation, and other technical requirements provided or approved by Buyer.
Unless otherwise expressly agreed in writing, Seller is acting solely as a build-to-print manufacturer and does not assume responsibility for the design, functionality, performance, suitability, safety, regulatory compliance, or intended application of Products manufactured to Buyer's specifications.
Buyer is responsible for ensuring that its specifications, drawings, designs, materials, and technical requirements are complete, accurate, and suitable for their intended purpose.
Seller is not responsible for defects, failures, delays, or additional costs resulting from errors, omissions, ambiguities, or deficiencies in information provided by Buyer.
If Seller identifies an apparent inconsistency, manufacturability concern, or other issue within Buyer's specifications, Seller may notify Buyer; however, Seller has no obligation to independently verify the adequacy of Buyer's design or engineering decisions unless expressly agreed in writing.
Buyer represents that it possesses all necessary rights to authorize Seller to manufacture Products in accordance with Buyer's specifications.
Buyer agrees to defend, indemnify, and hold harmless Seller, its affiliates, officers, directors, employees, and agents from any third-party claims, damages, liabilities, judgments, settlements, costs, and reasonable attorneys' fees arising from allegations that Products manufactured in accordance with Buyer's specifications infringe or misappropriate any patent, copyright, trademark, trade secret, or other intellectual property right.
This indemnification shall not apply to the extent any claim arises solely from Seller's independently developed manufacturing methods, proprietary processes, or intellectual property unrelated to Buyer's specifications.
8. Engineering and Specification Changes
Buyer may request changes to Product specifications, drawings, materials, dimensions, tolerances, testing requirements, documentation, packaging, certifications, delivery schedules, or other technical or commercial requirements applicable to an accepted order.
No requested change shall become effective unless approved in writing by Seller.
Upon receipt of a requested change, Seller will promptly evaluate the request using commercially reasonable efforts and will notify Buyer of any resulting impacts, including changes to:
- Price
- Lead time
- Material availability
- Production scheduling
- Inspection or testing requirements
- Tooling or setup
- Regulatory or certification requirements
- Minimum order quantities
- Product performance or manufacturability
If Buyer elects to proceed after receiving Seller's evaluation, the parties shall document the mutually accepted changes through a revised Sales Order, purchase order amendment, engineering change notice, or other written agreement.
Seller shall not be responsible for delays, increased costs, or nonconformities resulting from changes requested by Buyer after production has commenced.
If a requested change renders previously completed work, purchased materials, tooling, or work in process unusable, Buyer shall be responsible for the reasonable costs associated with such affected items.
9. Force Majeure
Neither party shall be liable for any delay in performing, or failure to perform, its obligations under these Terms to the extent such delay or failure results from causes beyond that party's reasonable control and without its fault or negligence ("Force Majeure Event").
Force Majeure Events may include, but are not limited to:
- Acts of God
- Fire, flood, tornado, hurricane, earthquake, or other natural disasters
- Epidemics, pandemics, or public health emergencies
- War, terrorism, civil unrest, sabotage, or acts of public enemies
- Government actions, changes in Law, embargoes, sanctions, or export restrictions
- Labor disputes or work stoppages
- Utility failures or interruptions in transportation or communications
- Shortages of raw materials, energy, or critical manufacturing supplies
- Supplier failures that could not reasonably have been prevented
- Cybersecurity incidents or widespread technology failures beyond a party's reasonable control
- Any other event beyond the reasonable control of the affected party
The affected party shall give prompt written notice to the other party after becoming aware of a Force Majeure Event. It shall describe, to the extent reasonably available, the nature of the event and its anticipated impact on performance.
During the Force Majeure Event, the affected party shall use commercially reasonable efforts to minimize the impact of the delay and resume performance as soon as reasonably practicable.
The parties shall work together in good faith to establish revised production schedules, delivery dates, or other reasonable accommodations appropriate under the circumstances.
Neither party shall be considered in breach of these Terms for delays directly resulting from a Force Majeure Event.
If a Force Majeure Event continues for more than ninety (90) consecutive days and substantially prevents performance by either party, either party may terminate the affected portion of the applicable order upon written notice, without further liability except for obligations accrued prior to termination.
Seller shall not be deemed in breach if specialty raw materials, customer-specified materials, or sole-source components become temporarily unavailable due to events beyond Seller's reasonable control, provided Seller uses commercially reasonable efforts to identify acceptable alternatives where permitted by Buyer.
Nothing in this Section relieves Buyer of its obligation to pay for Products completed and accepted, or for work performed prior to the Force Majeure Event.
10. Intellectual Property
Except as expressly provided in a separate written agreement executed by authorized representatives of both parties, each party retains all right, title, and interest in and to its respective pre-existing intellectual property, including patents, copyrights, trademarks, trade secrets, proprietary information, know-how, software, designs, documentation, and other intellectual property rights.
Neither these Terms, any quotation, Sales Order, purchase order, nor the manufacture or sale of Products shall be construed as granting either party any ownership interest, license, or other rights in the other party's intellectual property except as expressly stated in a written agreement.
Buyer retains ownership of its product designs, drawings, specifications, models, and other intellectual property furnished to Seller for manufacturing purposes.
Seller retains exclusive ownership of its manufacturing processes, production methods, tooling concepts, fixturing designs, inspection techniques, software, automation, process documentation, trade secrets, know-how, manufacturing improvements, and all other intellectual property developed or utilized in connection with the manufacture of Products.
Unless expressly agreed otherwise in writing, no engineering suggestions, design-for-manufacturability recommendations, process improvements, manufacturing advice, or technical assistance provided by Seller shall transfer ownership of Seller's intellectual property or create any joint ownership rights.
Any manufacturing improvements, process optimizations, production methods, fixturing concepts, inspection techniques, software, automation, or know-how developed by Seller while manufacturing Buyer's Products shall remain the exclusive property of Seller, provided such improvements do not incorporate Buyer's confidential design information or proprietary intellectual property.
Nothing in these Terms limits either party's ownership of independently developed intellectual property that is unrelated to the other party's confidential information.
11. Tooling, Fixtures, Manufacturing Assets, and Process Development
Unless expressly identified as Buyer-owned in a written agreement executed by authorized representatives of both parties, all tooling, fixtures, jigs, gauges, work holding devices, polishing tools, CNC programs, inspection programs, software, automation, manufacturing documentation, process documentation, test equipment, process validation data, manufacturing methods, and other assets developed or utilized by Seller in support of Product manufacture shall remain the exclusive property of Seller.
Charges for tooling, setup, engineering, process development, programming, fixturing, inspection development, or similar activities are intended to offset only a portion of the Seller's investment in establishing manufacturing capability and do not transfer ownership rights to the Buyer unless expressly stated in a separate written agreement.
Seller may modify, repair, replace, improve, or retire its manufacturing assets at its discretion, provided such changes do not adversely affect the Products' compliance with the agreed specifications or contractual requirements.
Buyer-owned tooling shall be specifically identified in a written agreement executed by both parties.
Unless otherwise agreed in writing, Seller will exercise commercially reasonable care in maintaining Buyer-owned tooling while it remains in Seller's possession.
Unless otherwise agreed in writing, Seller shall not be responsible for normal wear, gradual deterioration, or reasonable consumption of Buyer-owned tooling resulting from ordinary production use.
Upon written request and after satisfaction of all outstanding financial obligations related to the applicable Products or tooling, Seller will make Buyer-owned tooling available for return in its then-current condition.
Seller reserves the right to retain copies of manufacturing documentation, inspection records, process history, quality records, and other documentation required to satisfy legal, regulatory, quality system, or record-retention obligations.
12. Prototype Manufacturing, Process Development, and Engineering Services
Seller may provide prototype manufacturing, process development, feasibility evaluations, design-for-manufacturability ("DFM") recommendations, engineering support, testing, process validation, and other pre-production or development services (collectively, "Development Services") as requested by Buyer.
Buyer acknowledges that Development Services are exploratory in nature and are intended to evaluate manufacturing approaches, materials, processes, tolerances, and product feasibility. Development Services frequently involve technical uncertainty and iterative refinement and are not intended to guarantee production readiness or commercial success.
Unless expressly agreed in writing, Seller will perform Development Services using commercially reasonable skill and care consistent with generally accepted manufacturing and engineering practices.
Seller does not warrant or guarantee that Development Services will result in:
- a commercially viable product;
- a production-qualified manufacturing process;
- specified manufacturing yields;
- target production costs;
- regulatory approval;
- qualification by the Buyer's customer; or
- achievement of Buyer's intended application or performance objectives.
Prototype Products, engineering samples, feasibility builds, and development parts may differ from future production Products and may contain deviations, cosmetic imperfections, dimensional variations, or other characteristics that would not be acceptable for production manufacture.
Unless otherwise agreed in writing, Development Services become billable when work begins and are non-cancelable and non-refundable except to the extent Seller fails to perform the agreed services.
Seller may utilize knowledge, experience, manufacturing techniques, process improvements, fixturing concepts, inspection methods, software, automation, and other know-how developed during Development Services for future manufacturing activities, provided Seller does not disclose Buyer's confidential information or proprietary product designs.
Ownership of intellectual property created or utilized during Development Services shall be governed by Section 10 (Intellectual Property) and Section 11 (Tooling, Fixtures, Manufacturing Assets, and Process Development) unless otherwise expressly agreed in writing.
13. Delivery, Shipment, Inspection, and Acceptance
Unless otherwise agreed in writing, all shipments shall be made FCA (Seller's Facility, Incoterms® 2020) or such other delivery terms as identified in Seller's quotation or Sales Order.
Title and risk of loss to the Products shall both transfer to Buyer upon delivery of the Products to the carrier in accordance with the applicable delivery terms, unless otherwise agreed in writing.
Delivery dates are estimates based upon information available at the time of order acceptance. While Seller will use commercially reasonable efforts to meet requested delivery schedules, time is not of the essence unless expressly agreed in writing.
Seller may make partial shipments and invoice each shipment separately unless otherwise agreed in writing.
Products shall be packaged in accordance with the Seller's standard commercial practices unless the Buyer specifies alternative packaging requirements in writing prior to quotation. Additional packaging requirements may result in additional charges or revised delivery schedules.
Buyer shall inspect Products promptly upon receipt in accordance with Section 6 (Inspection, Nonconforming Products, and Returns).
Products not rejected in accordance with Section 6 shall be deemed accepted.
Acceptance shall not waive Buyer's rights with respect to latent defects that could not reasonably have been discovered during the initial inspection period and that are otherwise covered by Seller's Limited Warranty.
Seller may deliver quantities within ±10% of the ordered quantity unless otherwise agreed in writing. Such deliveries shall satisfy Seller's delivery obligation, and Buyer shall pay for the actual quantity delivered.
If Buyer delays acceptance or requests postponement of shipment after Products are complete, Seller may store the Products at Buyer's risk and expense and may invoice the Products in accordance with the original delivery schedule.
Seller shall have no responsibility for damage occurring after risk of loss has transferred to Buyer, including damage resulting from transportation arranged by Buyer, improper unloading, storage, handling, or environmental conditions after delivery to the carrier.
14. Customer-Furnished Materials and Property
Buyer may provide raw materials, components, tooling, fixtures, equipment, drawings, data, software, or other property ("Customer-Furnished Property") for use in connection with Seller's performance.
Buyer represents that Customer-Furnished Property is suitable for its intended purpose and conforms to the applicable specifications required for manufacture of the Products.
Buyer is responsible for ensuring that Customer-Furnished Property is:
- accurately identified;
- properly packaged for shipment;
- free from known defects or contamination;
- accompanied by all necessary documentation, certifications, handling instructions, and safety information; and
- delivered in sufficient quantity and condition to meet the agreed manufacturing requirements.
Seller will exercise commercially reasonable care in handling and safeguarding Customer-Furnished Property while it is in Seller's possession.
Seller shall promptly notify Buyer upon discovery of any apparent damage, shortage, discrepancy, or condition that may adversely affect the manufacture of the Products.
Seller shall not be responsible for delays, nonconformities, yield loss, or additional costs resulting from:
- defects or inconsistencies in Customer-Furnished Property;
- incomplete or inaccurate specifications or documentation;
- latent material defects;
- contamination;
- improper packaging prior to receipt;
- or other conditions outside Seller's reasonable control.
Precision manufacturing inherently involves reasonable process losses resulting from machining, grinding, polishing, inspection, and other manufacturing operations. Unless otherwise agreed in writing, Buyer acknowledges that normal manufacturing yield loss does not constitute negligence by Seller.
Unless otherwise agreed in writing, risk of loss for Customer-Furnished Property remains with Buyer.
Seller's liability for loss of or damage to Customer-Furnished Property resulting solely from Seller's negligence shall not exceed the lesser of:
- the documented replacement value of the affected material; or
- the fair market value of the affected material at the time of loss.
Seller shall not be liable for consequential damages, production delays, lost profits, qualification costs, or replacement schedule impacts associated with Customer-Furnished Property.
Buyer shall maintain adequate insurance for Customer-Furnished Property while such property is in transit and while located at Seller's facility unless otherwise agreed in writing.
Upon completion of the applicable order, Seller will return the remaining Customer-Furnished Property at Buyer's expense or dispose of such property in accordance with Buyer's written instructions.
15. Confidential Information
In the course of their business relationship, either party may disclose to the other certain confidential or proprietary information relating to products, manufacturing, engineering, business operations, pricing, forecasts, customers, suppliers, technologies, software, processes, quality systems, or other commercially sensitive matters ("Confidential Information").
Each party agrees to protect the other party's Confidential Information using at least the same degree of care it applies to its own confidential information, but in no event less than a commercially reasonable standard of care.
Confidential Information shall be used solely for purposes of performing the parties' business relationship and shall not be disclosed to any third party except:
- employees with a legitimate need to know;
- contractors, consultants, auditors, or professional advisors who are bound by confidentiality obligations no less restrictive than those contained herein;
- or as otherwise authorized in writing by the disclosing party.
Each receiving party shall take commercially reasonable measures to prevent unauthorized disclosure, misuse, or access to the other party's Confidential Information.
The obligations of confidentiality shall not apply to information that:
- was publicly available through no fault of the receiving party;
- was lawfully known to the receiving party before disclosure;
- was independently developed without use of the disclosing party's Confidential Information;
- was lawfully received from a third party without restriction; or
- must be disclosed pursuant to applicable Law, regulation, or court order, provided the receiving party gives prompt notice to the extent legally permitted.
Neither party shall acquire any ownership rights in the other party's Confidential Information by virtue of receiving or using such information.
Upon written request or upon termination of the business relationship, each party shall, at the disclosing party's election, return or securely destroy Confidential Information, except that each party may retain:
- archival backup copies created in the ordinary course of business;
- records required by Law, regulation, or quality management systems; and
- documents reasonably necessary to demonstrate compliance with contractual obligations.
The confidentiality obligations contained in this Section shall survive termination of these Terms for a period of five (5) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable Law.
16. Limited Product Warranty
Seller warrants that, at the time of shipment, the Products will materially conform to the specifications, drawings, and other contractual requirements expressly identified in the applicable quotation, Sales Order, or other written agreement between the parties and will be free from defects in Seller's workmanship.
This warranty applies only to Products that have been properly handled, stored, installed, maintained, and used in accordance with their intended purpose and any applicable instructions or specifications.
Buyer shall notify Seller in writing of any alleged warranty claim promptly after discovery and within the applicable warranty period specified in the quotation, Sales Order, or other written agreement. If no warranty period is specified, warranty claims must be submitted within one hundred eighty (180) days from the date of shipment.
Seller shall be afforded a reasonable opportunity to inspect and evaluate the allegedly nonconforming Products before they are repaired, modified, incorporated into another assembly, or discarded, unless immediate action is reasonably necessary to protect safety, comply with applicable Law, or prevent further damage.
If Seller determines that a Product does not conform to this warranty, Seller's sole obligation, and Buyer's exclusive remedy, shall be, at Seller's option:
- repair of the affected Product;
- replacement of the affected Product; or
- issuance of appropriate credit or refund for the affected Product.
Seller may elect the remedy that is commercially reasonable under the circumstances.
This Limited Warranty does not apply to Products that have:
- been modified without Seller's authorization;
- been improperly installed, handled, stored, or maintained;
- been subjected to misuse, abuse, accident, contamination, or abnormal operating conditions;
- been incorporated into another assembly after discovery of an alleged nonconformance without Seller's written authorization; or
- failed due to Buyer-supplied designs, specifications, materials, or components.
Because Seller manufactures Products to Buyer's specifications, Seller does not warrant the adequacy of Buyer's design, engineering, intended application, regulatory compliance, or fitness of the Product for Buyer's intended use.
EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS SECTION, SELLER MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SELLER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
17. Limitation of Liability
The remedies explicitly provided in these Terms are intended to fairly allocate the risks associated with the manufacture and sale of custom Products. The pricing offered by Seller reflects this allocation of risk.
To the fullest extent permitted by applicable Law, Seller's total cumulative liability arising out of or relating to any quotation, Sales Order, Product, Development Services, or these Terms, whether based in contract, warranty, negligence, strict liability, or any other legal theory, shall not exceed the amount actually paid by Buyer for the specific Products or Development Services giving rise to the claim.
Under no circumstances shall either party be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to:
- loss of profits;
- loss of revenue;
- loss of production;
- loss of business opportunity;
- loss of goodwill;
- loss of use;
- recall costs;
- qualification costs;
- requalification costs;
- field service costs;
- replacement system costs; or
- business interruption,
whether or not such damages were foreseeable, and even if advised of the possibility of such damages.
The limitations contained in this Section apply regardless of the legal theory asserted, including breach of contract, breach of warranty, negligence, strict liability, misrepresentation, or otherwise.
Nothing contained in this Section limits liability for:
- fraud or intentional misconduct;
- willful misconduct;
- obligations expressly assumed under Section 7 (Buyer Intellectual Property Indemnification); or
- liability that cannot legally be limited under applicable Law.
Buyer acknowledges that the Products supplied by Seller are typically incorporated into larger systems designed, assembled, integrated, tested, and controlled by Buyer or third parties. Accordingly, Seller shall not be responsible for damages arising from the performance, failure, certification, or operation of any higher-level assembly or end-use application.
18. Regulatory Compliance, Export Controls, and Trade Compliance
Buyer acknowledges that the Products, technical data, software, documentation, services, and other information supplied by Seller may be subject to applicable United States and international laws governing export controls, import regulations, trade compliance, economic sanctions, cybersecurity, defense contracting, and other governmental requirements.
Each party agrees to comply with all laws and regulations applicable to its own activities in connection with the purchase, sale, transfer, use, disclosure, import, export, re-export, or disposition of the Products and related technical information.
Buyer shall not export, re-export, transfer, disclose, or otherwise provide Products or technical information supplied by Seller in violation of applicable Law or any required governmental authorization.
Seller maintains information regarding its current certifications, registrations, regulatory compliance programs, and applicable customer requirements at:
The information published on Seller's Compliance Center may be updated periodically to reflect changes in applicable laws, regulations, certifications, customer requirements, or Seller's business practices without requiring amendment of these Terms.
Buyer represents that it is not subject to any governmental sanctions, denied-party restrictions, export prohibitions, or other legal restrictions that would prohibit Seller from conducting the contemplated transaction.
Each party agrees to immediately notify the other if it becomes aware of any circumstance that could materially affect its ability to comply with applicable trade, export, or regulatory requirements relating to the Products.
Buyer shall be responsible for obtaining any export licenses, import permits, governmental approvals, or other authorizations required for Buyer's subsequent export, transfer, or end use of the Products unless otherwise expressly agreed in writing.
Seller shall not be responsible for delays, additional costs, or inability to perform resulting from:
- changes in applicable laws or regulations;
- governmental actions;
- export licensing delays;
- denied party restrictions;
- customs actions;
- or other regulatory requirements beyond Seller's reasonable control.
Buyer agrees to indemnify Seller against claims, penalties, fines, losses, or liabilities arising from Buyer's violation of applicable export control, trade compliance, or regulatory requirements following transfer of the Products.
19. Governing Law
These Terms, together with any quotation, Sales Order, or other written agreement between the parties relating to the sale of Products or Development Services, shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict of laws principles.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these Terms or to any transaction between the parties.
The parties acknowledge that Minnesota law was selected because Seller's principal manufacturing operations are in Minnesota and that application of Minnesota law provides a predictable and commercially reasonable legal framework for the parties' relationship.
Nothing contained in this Section shall be construed as limiting either party's obligation to comply with applicable federal laws or government regulations.
20. Venue and Jurisdiction
The parties agree that any legal action or proceeding arising out of or relating to these Terms, any quotation, Sales Order, Development Services, or the sale of Products shall be brought exclusively in the state or federal courts located within the State of Minnesota.
Each party irrevocably consents to the personal jurisdiction of those courts and waives any objection based upon improper venue or forum non conveniens.
Nothing in this Section prevents either party from seeking temporary, preliminary, or injunctive relief in any court having jurisdiction when necessary to protect confidential information, intellectual property rights, or other rights requiring immediate equitable relief.
21. Order of Precedence; Assignment
In the event of any conflict among the applicable quotation, Buyer's purchase order, Seller's Sales Order acknowledgment, and these Terms, the following order of precedence shall apply, from highest to lowest priority: (i) a written agreement signed by authorized representatives of both parties; (ii) Seller's Sales Order acknowledgment; (iii) these Terms; and (iv) Buyer's purchase order or other ordering document, to the extent not inconsistent with the foregoing.
Buyer may not assign, delegate, or transfer any order, Sales Order, or these Terms, in whole or in part, without Seller's prior written consent, except that Buyer may assign an order to a successor in connection with a merger, acquisition, or sale of substantially all of Buyer's assets upon written notice to Seller. Seller may assign these Terms or any Sales Order to an affiliate or in connection with a merger, acquisition, or sale of substantially all of Seller's assets.
22. Quality System
Seller maintains a quality management system certified to ISO 9001:2015. Current certifications, scope, and related quality documentation are available upon request or at www.irdglass.com/compliance.
23. Notices
Any notice required or permitted under these Terms shall be in writing and delivered by email (with confirmation of receipt), overnight courier, or certified mail to the address or email address designated by the receiving party in the applicable quotation, Sales Order, or other written agreement. Notice shall be deemed received (i) upon confirmed transmission if sent by email during the recipient's normal business hours, or the next business day if sent outside those hours; (ii) one business day after deposit with an overnight courier; or (iii) three business days after deposit in the mail, postage prepaid.
24. Electronic Acceptance
The parties agree that quotations, purchase orders, Sales Orders, and other documents exchanged under these Terms may be transmitted, executed, and accepted electronically, including by email or through an electronic ordering portal, and that such electronic transmission or acceptance shall satisfy any requirement that an agreement, order, or acceptance be in writing.
25. Entire Agreement
These Terms, together with the applicable quotation, Sales Order, and any written agreement executed by authorized representatives of both parties, constitute the complete and exclusive agreement between Buyer and Seller with respect to the sale of Products and Development Services and supersede all prior or contemporaneous oral or written discussions, negotiations, representations, understandings, and agreements relating to the same subject matter.
No amendment, modification, waiver, or addition to these Terms shall be effective unless made in writing and signed by authorized representatives of both parties.
If any provision of these Terms is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by applicable Law, and the remaining provisions shall remain in full force and effect.
No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that right or any other right.
Any waiver of a provision of these Terms shall apply only to the specific circumstance for which it is granted and shall not constitute a continuing waiver of that provision or any other provision.
The headings used in these Terms are provided solely for convenience and shall not affect the interpretation of these Terms.