Terms and conditions of sale

General terms and conditions

Effective date: 28th of April 2026

The following Terms and Conditions of Sale (“Terms and Conditions”) govern the sale of products, including, but not limited to (violet) glass and accessories (collectively, “Products”) by Miron Violetglass USA, Inc. (“Miron USA”) to a customer (referred to herein as “Buyer”) and shall constitute a binding agreement between Miron USA and Buyer. An acceptance of a sales order by Miron USA is expressly conditioned on Buyer’s assent to these Terms and Conditions, and Buyer’s placement of a sales order with Miron USA shall be deemed an express acceptance hereof. No changes to, waiver of, or addition to these Terms and Conditions shall be effective unless agreed to in a writing signed by Miron USA. No course of prior dealings between the parties shall be relevant to supplement or explain any term used in these Terms and Conditions. These Terms and Conditions shall apply to all of Buyer’s purchases and resale of the Products, unless otherwise expressly modified by Miron USA in writing. These Terms and Conditions may be modified by Miron USA, at any time, for any reason. In the event these Terms and Conditions are updated, altered or modified, Miron USA will provide you with the revised Terms and Conditions within a reasonable timeframe thereafter.

QUOTATIONS AND PRICES. From time to time, Miron USA may provide Buyer with a price quote for the Products. All price quotes provided by Miron USA are non-binding on Miron USA, do not constitute an offer to sell or a commitment by Miron USA, and may be revoked by Miron USA at any time prior to its acceptance of a sales order from Buyer. All quoted prices are in U.S. Dollars. Unless otherwise stated in writing by Miron USA, all quoted prices shall be exclusive of shipping, handling, insurance, taxes, crating, palletizing, custom duties, and other charges related thereto, and Buyer shall be responsible for all such charges (or if the agreed delivery terms are not EXW, Buyer’s responsibility for such charges shall be in accordance with the applicable Incoterms® rule).
ORDER PLACEMENT. Buyer shall place sales orders with Miron USA for the Products (i) in writing via email (by either submitting a purchase order or approving a Miron USA sales quote) or (ii) via Miron USA’s designated online reordering platform. Miron USA will accept a sales order by sending you a written order confirmation via email. Miron USA reserves the right to accept or reject any sales order placed by Buyer, in Miron USA’s sole discretion, and may immediately discontinue its relationship with Buyer at any time, at Miron USA’s sole and exclusive discretion.
CHANGES & CANCELLATIONS. Orders may not be cancelled, withdrawn or modified by Buyer without the prior written consent of Miron USA, which consent may be conditioned or withheld by Miron USA in its sole discretion. For any sales order with a scheduled shipment date more than thirty (30) days after the date of Miron USA’s order confirmation with respect thereto, Miron USA may adjust the price of the Products if it experiences a documented increase in its direct costs of production, materials, transportation, or other supply-chain inputs. Increases of up to ten percent (10%) over Miron USA’s costs as of the date of the relevant order confirmation may be passed through to Buyer upon written notice (which may be via email). For cost increases in excess of ten percent (10%), Miron USA shall provide written notice of the proposed adjustment (which notice may be via email), and Buyer shall have the right to reject the adjustment and cancel the affected sales order with respect to the relevant Products, without penalty, upon written notice to Miron USA (which may be via email) within five (5) business days of receiving Miron USA’s notice of price adjustment. Failure to cancel within such period shall constitute Buyer’s acceptance of the adjusted pricing.
PAYMENT TERMS. Unless otherwise agreed in writing by Miron USA, Buyer shall pay to Miron USA the complete purchase price of the Products, plus any applicable taxes, shipping and handling fees (if any), and other charges which are the responsibility of Buyer under these Terms and Conditions within fifteen (15) days of receipt of Miron USA’s order confirmation. If payment in advance has been agreed, the Products will be reserved for a period of fifteen (15) days from receipt of the order confirmation, after which, if payment in full has not been received by Miron USA, the Products will no longer be reserved and may be sold by Miron USA to a third party. All payments made by Buyer shall be in U.S. dollars and may be tendered by bank transfer, credit card, check or e-check. Buyer shall bear the costs of any bank transfer. To the extent permitted by applicable law, payments made by credit card shall be subject to a credit card surcharge of three percent (3%), or such lower amount as may be required by applicable law. If applicable law does not permit a surcharge, no surcharge will be imposed. If Buyer fails to tender any payment due hereunder, Buyer shall pay monthly interest at the highest rate permitted by applicable law, and shall be responsible for all fees and costs, including, but not limited to, reasonable attorneys’ fees, incurred by Miron USA in connection with the collection of such debt. In addition, in the event any payment is not received within ten (10) days of the due date therefor, Buyer shall pay a weekly late payment fee equal to the higher of (i) $150.00 or (ii) three percent (3%) of the total invoice amount, until the outstanding amount is paid in full. Buyer shall have no right to withhold or reduce any payments or to offset existing or future claims against any payments due for Products sold under these Terms and Conditions, and Buyer agrees to pay the amounts due hereunder without any deduction whether by way of set-off, counterclaim, discount, abatement and/or suspension or otherwise, regardless of any claimed offset which may be asserted by Buyer or on its behalf. Miron USA may offset any amount it owes to Buyer against amounts owed by Buyer to Miron USA hereunder.
PACKAGING, SHIPPING AND DELIVERY. Unless otherwise agreed by Miron USA, the Products will be shipped EXW Miron USA’s warehouse in Carson, CA or Secaucus, NJ, as indicated in the applicable order confirmation. Miron USA reserves the right to make partial deliveries of Buyer’s order and furnish separate invoices for each partial order delivered, which Buyer shall pay notwithstanding that such delivery is in partial fulfillment of the quantity ordered. Buyer understands and agrees that all Shipment Dates (as hereinafter defined) provided for in an invoice or order confirmation are estimates only. Miron USA shall make commercially reasonable efforts to meet such estimated Shipment Dates; provided, however, that Miron USA shall not be liable for failure to meet an estimated Shipment Date or for any delay in delivery. As used herein, “Shipment Date” means the date on which Miron USA makes the Products available for pickup at Miron USA’s warehouse and the Products are ready for shipment, whether shipment is to be arranged by Miron USA or by Buyer, as applicable depending on the parties’ agreed delivery terms. Buyer shall be responsible (and agrees to pay Miron USA) for all costs and expenses incurred by Miron USA as a result of Buyer’s failure to accept delivery of the Products within the timeframes specified by Miron USA, including, but not limited to, demurrage charges and any transportation, insurance or warehousing related costs. In the event that Buyer fails to accept delivery of the Products within four (4) weeks of the date that the Products are made available to Buyer, Miron USA shall have the right to retain all sums paid by Buyer and may dispose of the Products at Miron USA’s discretion, including via resale, and Buyer shall have no further rights or title therein or thereto.
TITLE & RISK OF LOSS. Title to and risk of loss of the Products shall pass to Buyer upon the completion of Miron USA’s delivery obligations hereunder.
SECURITY INTEREST. Buyer hereby grants to Miron USA a security interest in all of Buyer’s right, title, and interest in and to the Products and all proceeds thereof as security for the payment of the purchase price of the Products, as well as any and all taxes, shipping, handling and other costs and expenses paid by Buyer to Miron USA in connection with the purchase of the Products. Buyer acknowledges that the security interest granted under this provision is a purchase-money security interest under applicable law.
INSPECTION AND ACCEPTANCE; CLAIMS. Promptly upon the receipt of a shipment of Products, Buyer shall examine the shipment to determine whether the shipment conforms to the applicable invoice and/or whether any Product(s) included in the shipment are visibly defective or damaged. Claims of any quantity discrepancies, defect, damage or other non-conformity with the invoice (each, a “Delivery Defect”) must be submitted to Miron USA in writing within ten (10) business days of Buyer’s receipt of the applicable Products (the “Notice Period”). In addition, if any shipments of Products visibly appear to have been damaged in transit, Buyer shall place an appropriate notation on the delivering carrier’s shipping documents. In the event that Buyer fails to notify Miron USA in writing of any Delivery Defect which Buyer claims existed at the time of delivery within the Notice Period, Miron USA shall be relieved from any liability related to the same. Miron USA will investigate all proper and timely claims and inform Buyer of its findings. Buyer’s exclusive remedy for any Delivery Defect shall be limited, at Miron USA’s sole option, to Miron USA’s repair or replacement within a reasonable time of any non-conforming, damaged or defective Products or a refund of the purchase price of such Products within a reasonable time. Failure to make a claim in compliance with this Section shall constitute an irrevocable acceptance of the Products by Buyer. Notwithstanding anything to the contrary contained herein, the use by Buyer or by a Buyer authorized party of the Products is considered as final and unreserved acceptance thereof. Notwithstanding the foregoing, Buyer shall not be entitled to exercise its rights under this Section 8 if the Delivery Defect affects one percent (1%) or less of the total quantity of a particular Product ordered and delivered in a single order. The applicable percentage may vary with respect to decorated Products and will be governed by separate terms and conditions.
RETURNS. Except as provided herein, Miron USA will accept a return of Products for a refund of the purchase price thereof, less original shipping, handling and other costs and expenses paid by Buyer in connection with the purchase of such Products, provided that (i) the Products have not been used, are not damaged, and are in the same condition in which they were delivered to Buyer, (ii) the Products are returned sealed in their original Miron USA sealed packs (if applicable) and with any documentation included in the original package, and (iii) Buyer must initiate the return in writing via email to Miron USA within fourteen (14) days of delivery of the applicable Products to Buyer. Buyer is responsible for all shipping and handling charges on returned Products and shall bear the risk of loss of such Products during shipment. Upon receipt, Miron USA will inspect the Products to confirm compliance with the return conditions set forth herein. Miron USA may reject any return that does not meet the return conditions set forth herein, as determined by Miron USA in its sole and absolute discretion. Refunds will be processed within a reasonable time after Miron USA’s receipt of the returned Products and will be credited back to the same payment method used to make the original purchase, less a restocking fee of fifteen percent (15%) of the purchase price of the returned Product. Sales of decorated Products are final, and such Products may not be returned or exchanged by Buyer without Miron USA’s express prior written consent, which may be granted or withheld in its sole discretion.
PRODUCT CHANGES. Miron USA reserves the right to modify or discontinue any Product or Product design and may update the applicable Product datasheet, at any time without notice to Buyer. It is Buyer’s responsibility to request the current datasheet for each Product in an order or lot if Buyer requires the most up-to-date Product information. Buyer further understands and acknowledges that, due to the manufacturing process, there may be minor deviations from stated measurements, weights, tolerances, compositions or colors or other de minimis deviations made to the composition or production of the Products, and that Buyer shall not have any right to cancel a sales order, reject or refuse to accept Products, withhold payment or demand any compensation as a result thereof.
PRODUCT INFORMATION. Buyer acknowledges and agrees that any information about the Products provided by Miron USA, including, without limitation, drawings, illustrations, designs, measurements and/or descriptions created by Miron USA (and/or its affiliates) (“Product Information”), including those set forth in Miron USA catalogues, along with any other rights related thereto shall be and shall remain the sole and exclusive property of Miron USA (and its affiliates). Buyer shall not be permitted to use any such Product Information for any reason, including in connection with the purchase or manufacture of products from or by anyone other than Miron USA. Buyer further acknowledges and agrees that any and all Product Information created by Miron USA is for informational purposes only. Miron USA makes no representations or warranties regarding the accuracy or precision of Product Information and disclaims all liability for Buyer’s reliance thereon, or reliance thereon by Buyer’s agents or employees. Miron USA shall not be liable for any damages or claims, including consequential damages, arising out of the inaccuracy or incompleteness of any Product Information.
DISCLAIMER OF WARRANTIES. EXCEPT WHERE PROHIBITED BY LAW, NEITHER MIRON USA NOR ANY PERSON ON MIRON USA’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, REGARDING THE PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR LAWS), ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED BY MIRON USA AND EACH OF ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. MIRON USA PERSONNEL ARE NOT AUTHORIZED TO ALTER THESE WARRANTY DISCLAIMERS. WITHOUT LIMITING THE FOREGOING, MIRON USA MAKES NO WARRANTY THAT THE PRODUCTS ARE SUITABLE FOR BUYER’S INTENDED USE OR FOR THE ITEMS OR MATERIALS WHICH BUYER INTENDS TO STORE, PACK OR PUT IN THE PRODUCTS, NOR DOES MIRON USA MAKE ANY WARRANTY REGARDING THE COMPATABILITY OF THE PRODUCTS WITH ANY GOODS NOT SUPPLIED BY MIRON, UNLESS OTHERWISE EXPRESSLY AGREED WITH MIRON IN WRITING. BUYER IS SOLELY RESPONSIBLE FOR ENSURING THE SUITABILITY OF THE PRODUCTS FOR BUYER’S INTENDED USE.
LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (I) THE TOTAL LIABILITY OF MIRON USA FOR ANY LOSS, DAMAGE OR CLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THESE TERMS AND CONDITIONS OR THE PERFORMANCE OR BREACH OF ANY SALES ORDER OR CONTRACT OF SALE ACCEPTED OR EXECUTED BY MIRON USA PURSUANT TO THESE TERMS AND CONDITIONS, OR FROM THE DESIGN, MANUFACTURE, CUSTOMIZATION, SALE, DELIVERY, RESALE, INSPECTION, ASSEMBLY, TESTING, REPAIR, MAINTENANCE OR USE OF ANY PRODUCT HEREUNDER SHALL NOT, IN ANY EVENT, EXCEED IN THE AGGREGATE THE TOTAL PURCHASE PRICE RECEIVED BY MIRON USA FOR THE APPLICABLE PRODUCTS (TOGETHER WITH THE AGREED CHARGES FOR CUSTOMIZATION SERVICES SUPPLIED BY MIRON USA, IF ANY, WITH RESPECT TO SUCH PRODUCTS), AND (II) IN NO EVENT SHALL MIRON USA BE LIABLE FOR ANY LOSS, DAMAGE OR CLAIM, OTHER THAN DIRECT DAMAGES, INCLUDING, BUT NOT LIMITED, TO ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSS OF PROFITS, LOSS OF REVENUE, OR DIMINUTION IN VALUE, DOWNTIME OR LOSS OF PRODUCTION, (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT MIRON USA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATIONS APPLY TO BOTH BUYER AND BUYER’S CUSTOMERS. FOR THE AVOIDANCE OF DOUBT, NOTHING IN THE FOREGOING IS INTENDED TO LIMIT ANY LIABILITY IMPOSED BY ANY STATUTE OR COMMON LAW PRINCIPLE, UNLESS AND TO THE EXTENT THAT IT IS LAWFUL TO DO SO.
BUYER’S DEFAULT. If Buyer refuses to accept any shipment when properly tendered, or fails to make any payment due to Miron USA or perform any other Buyer obligation under these Terms and Conditions or any other order or agreement with Miron USA (including, but not limited to, any invoice issued by Miron USA), or an Insolvency Event (as defined below) occurs (each of the foregoing, a “Buyer Default”), the total amount payable under these Terms and Conditions and/or any other order or agreement with Miron USA shall become immediately due and payable. In addition, Miron USA shall have the right to suspend performance under any other sales order and withhold or cancel any further shipments to Buyer. Miron USA retains the right upon breach of these Terms and Conditions by Buyer to sell Buyer’s Products in Miron USA’s possession. In effecting any such resale based upon Buyer’s breach of these Terms and Conditions, Miron USA shall be deemed to act in the capacity of agent on Buyer’s behalf. Buyer shall remain liable for any net deficiency on resale and all other amounts owed to Miron USA, including lost profits, expenses, reasonable attorneys’ fees and any other damages permitted by applicable law. Nothing contained in this Section 14 shall be deemed a waiver and/or limitation of any other rights and/or remedies available to Miron USA at law or in equity. As used herein, “Insolvency Event” means (i) a receiver is appointed for Buyer or Buyer’s property; (ii) Buyer becomes insolvent or unable to pay Buyer’s debts as they mature or ceases to pay Buyer’s debts as they mature in the ordinary course of business or makes an assignment for the benefit of Buyer’s creditors; (iii) any voluntary proceedings are commenced by or for Buyer under any bankruptcy, insolvency or debtor’s relief law; (iv) any proceedings are commenced against Buyer under any bankruptcy, insolvency or debtor’s relief law and such proceeding is not vacated or set aside within thirty (30) days from the date of its commencement; or (v) Buyer is dissolved or liquidated or discontinues its business operations.
INTELLECTUAL PROPERTY RIGHTS. Any sale of any Product hereunder shall not convey any express or implied license under any patent, copyright, trademark or other proprietary rights owned or controlled by Miron USA or any of its affiliates, whether relating to the Product or any manufacturing process or other matter (collectively, “Miron USA IP”). All rights under any such patent, copyright, trademark or other proprietary rights are expressly reserved by Miron USA or its affiliates. Buyer shall not use any of the Miron USA IP without the express prior written consent of Miron USA, which may be granted, conditioned or withheld in its sole discretion. Without limiting the foregoing, Buyer acknowledges that Miron USA and/or its affiliates are the exclusive owners of all right, title and interest in and to all intellectual property rights in the Products, including, but not limited to, all designs, images, drawings, (test) models, software and scientific tests conducted by MIRON in relation to the Products.
CONFIDENTIALITY. Buyer acknowledges that all technical, commercial and financial data disclosed to Buyer by Miron USA and/or its affiliates is the confidential information of Miron USA and/or its affiliates. Buyer shall not disclose any such confidential information to any third party and shall not use any such confidential information for any purpose other than as agreed by the parties and in conformance with the purchase transaction contemplated herein. In the event of any breach or threatened breach of this Section 16, Miron USA shall be entitled to seek equitable relief, including an injunction, in addition to any other remedy available to Miron USA at law or in equity.
TAXES. Where appropriate, Buyer shall provide Miron USA with an exemption certificate acceptable to the taxing authorities. Any taxes which Miron USA may be required to pay or collect under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use or consumption of any of the Product(s), including taxes upon or measured by the receipts from the sale thereof, shall be for the account of Buyer, who shall promptly pay the amount thereof to Miron USA upon demand.
FORCE MAJEURE. Miron USA shall not be liable for failure to deliver or for delay in delivery or performance due to: (i) a cause beyond its reasonable control; (ii) an act of God, act or omission of Buyer or any third party, act of civil or military authority, or governmental priority or other allocation or control; (iii) fire, flood, earthquake, hurricane, blizzard or other natural disasters or adverse weather events; (iv) strike or other labor difficulty; (v) war, invasion, hostilities, riot or other civil disturbance, acts of terrorism; (vi) embargoes; (vii) insolvency or other inability to perform by the manufacturer of the Products; (viii) governmental laws, rules, regulations or other requirements (including, but not limited to, import or trade restrictions); (ix) national or regional emergency; (x) epidemic, pandemic or other severe public health crisis; (xi) delay in transportation or inadequate transportation services, telecommunication breakdowns, power outages or shortages, defective machinery, or inability or delay in obtaining supplies of adequate or suitable materials; or (xii) any other commercial impracticability. If such a delay occurs, Miron USA’s delivery or performance shall be extended for a period equal to the time lost by reason of delay. If Miron USA is prevented from performance hereunder due to a force majeure event and such force majeure event continues for a period in excess of thirty (30) days, Miron USA shall have the right to terminate the affected sales order. If Miron USA is prevented from performance hereunder due to a force majeure event, and such force majeure event continues in excess of six (6) months, Buyer shall have the right to terminate the affected sales order.
PRODUCT SAFETY. Buyer shall be solely responsible for compliance with all laws, rules, regulations and industry safety standards applicable to the distribution, resale and use of the Products supplied by Miron USA. For the avoidance of doubt, Miron USA shall not be liable for any failure of the Products to comply with the laws, rules, regulations and industry safety standards of any other jurisdiction, besides the United States of America, if the Products enter such other jurisdiction as a result of Buyer. Buyer shall furnish to all individuals and entities buying or otherwise obtaining the Products from Buyer any and all safety warnings, guidelines and/or manuals applicable to the Products. It is strongly recommended that the Products be blown out with air and sucked out before use. Depending on the intended application, it may be advisable to clean/wash the Products before filling. Buyer shall comply with Miron USA’s instructions with respect to the storage of the Products. Without limiting the foregoing, Products shall be stored in a dry environment. Buyer acknowledges that Products may corrode and/or be contaminated with the odor of the packaging material used, if stored in a damp or humid environment. Miron USA shall not be liable to Buyer for any failure to comply with these and Miron USA’s other storage instructions with respect to the Products.
PRODUCT RECALL. Buyer shall establish and maintain records of its distribution and resale of Products that accurately track the location and distribution of all Products. Unless otherwise instructed, within twenty-four (24) hours of Miron USA’s request, Buyer shall provide Miron USA with access to such records, in the event of a Product recall. Buyer shall not initiate any recall of the Products without Miron USA’s prior written approval. If Miron USA or any governmental authority determines that any Products sold to Buyer are defective or unsafe and a recall campaign is necessary, Buyer will cooperate with Miron USA in connection with such recall campaign at Miron USA’s expense; provided that any such expenses that result from Buyer’s failure to comply with these Terms and Conditions or negligent or more culpable act or omission (including any willful misconduct) or fault are Buyer’s responsibility. Miron USA shall exclusively control and coordinate all recall-related activities, including making all contacts with regulatory authorities. Buyer shall provide reasonable assistance in such recall campaign to enable an effective recall. Buyer shall return the recalled Products to Miron USA or destroy such Products, as determined by Miron USA in its sole discretion. Miron USA shall, replace all such Products, and ship any replacement Products to Buyer at Miron USA’s cost and risk.
INDEMNITY. Buyer shall indemnify, hold harmless and defend Miron USA and its affiliates from and against any claim, loss, damage, expense and/or cost, including, without limitation, reasonable attorney’s fees and court costs, resulting from or otherwise relating to (i) any distribution, resale, packaging and/or use of the Products by Buyer and/or any individuals or entities buying or obtaining the Products from Buyer (“Customers”), including, but not limited to, any claimed failure by Buyer to comply with any laws, rules, regulations and industry safety standards applicable thereto or failure to furnish Customers with applicable safety warnings, guidelines and/or manuals, (ii) any claimed failure of the Products to comply with the laws, rules, regulations and industry safety standards of jurisdictions other than the United States of America, if the Products entered such jurisdictions as a result of Buyer, (iii) any accident, damage, loss or injury to any person or property or any other liability caused by Buyer’s or its Customer’s misuse or improper or negligent maintenance, storage or handling of any Products, or (iv) the unauthorized alteration of a Product or Product label or Product safety warnings by Buyer or its Customer or which Buyer knowingly permitted.
COMPLIANCE WITH LAW. In addition to its obligations under Section 19 hereof, Buyer shall comply with all applicable laws, ordinances, rules and regulations of Federal, State, municipal and other governmental authorities and the like in connection with its business and the performance of its obligations under these Terms and Conditions.
APPLICABLE LAW AND FORUM. These Terms and Conditions shall be governed by the laws of the State of New York without regard to conflicts of law rules. Any disputes hereunder shall be resolved in the courts of the State of New York, County of New York. The UN Convention on the International Sale of Goods shall not apply to sales of Products hereunder.
NOTICES. Except for routine communications and as otherwise provided herein, any notice required or permitted to be given under these Terms and Conditions shall be made in writing and shall be deemed to have been given if sent by nationally or internationally recognized delivery service (proof of delivery requested), to the following addresses: if to Miron USA, to 2207 E. Carson St., Unit C1, Carson, CA 90810; and if to Buyer, to the address Miron USA has on file for Buyer. Notices shall be deemed to have been received upon receipt as indicated by the date on the signed receipt or other proof of delivery (or refusal to accept delivery). Either party may from time to time change the address to which notices to it shall be given by giving notice of such change to the other party in the manner provided for herein.
GENERAL PROVISIONS. These Terms and Conditions, together with each Miron USA-issued invoice and order confirmation, shall exclusively govern and control each of the parties’ respective rights and obligations regarding the subject matter hereof and thereof, shall constitute the entire agreement between Miron USA and Buyer with respect to such subject matter, and shall supersede the terms and conditions of any documentation provided by Buyer. In the event of any inconsistency between the terms of any invoice or order confirmation issued by Miron USA and these Terms and Conditions, the terms of the applicable invoice or order confirmation (as applicable) shall prevail with respect to such subject matter. Any term or condition in any order, confirmation or other document or communication furnished by Buyer which is in addition to, different from or conflicting with these Terms and Conditions is expressly rejected by Miron USA and will not be binding upon Miron USA unless agreed to in writing. The invalidity or unenforceability, in whole or in part, of any provision herein shall not affect the validity or enforceability of any other provision of these Terms and Conditions. The headings contained herein are for purposes of convenience only and shall not control or affect the meaning or construction hereof. These Terms and Conditions shall be binding on Buyer even if not executed by Miron USA. For the avoidance of doubt, Buyer’s placement of a sales order with Miron USA shall constitute Buyer’s express acceptance of these Terms and Conditions.

Decoration & Customization Services Supplement

Effective date: 15th of October 2026

The following supplemental terms and conditions of services (hereinafter, this “Supplement”) apply when the customer identified in the applicable customer proposal and/or sales order confirmation (referred to herein as “Customer”) engages Miron Violetglass USA, Inc. (“Miron USA”) to provide decoration and/or other customization services as described in such proposal or confirmation (collectively, the “Services”) in connection with Miron USA products purchased by Customer. In such case, this Supplement is deemed incorporated into and made part of Miron USA’s Terms and Conditions of Sale (hereinafter, the “Sales Terms”). In the event of any inconsistency between the terms and conditions of this Supplement and the terms and conditions of the Sales Terms, the terms and conditions of this Supplement shall govern, control, and prevail with respect to the relevant subject matter. No changes to, waiver of, or addition to this Supplement shall be effective unless agreed to in a writing signed by Miron USA. No course of prior dealings between the parties shall be relevant to supplement or explain any term used in this Supplement.

1. Services

1.1. Services to Be Provided.

Subject to the terms and conditions of this Supplement, Miron USA will provide to Customer the Services according to the specifications set forth in the applicable customer proposal and/or sales order confirmation. For the avoidance of doubt, the Services do not include design, regulatory review or legal compliance services unless otherwise expressly agreed by Miron USA in writing. Customer is solely responsible for ensuring that all Artwork (as defined below) to be applied to any products as part of the Services complies with all applicable laws, rules, regulations, and industry standards, including without limitation those relating to packaging, labeling, warnings, and advertising.

1.2. Payment and Expenses.

In consideration of Miron USA’s performance of the Services, Customer will pay Miron USA the fees set forth in the customer proposal and/or sales order confirmation and this Supplement, together with any additional fees applicable to the Services arising from changes requested by Customer, add-ons, and/or delays not caused by Miron USA.

1.3 Fee Adjustments.

Notwithstanding anything to the contrary contained herein, Customer acknowledges and agrees that any pricing set forth in the customer proposal and/or sales order confirmation is an estimate based on information reasonably available to Miron USA at the time of issuance and is subject to adjustment if additional costs are incurred by Miron USA during pre-production, testing, or production. Customer acknowledges that certain production requirements cannot be fully determined until later production stages, for example, until all Artwork to be applied to the products is finalized and the physical glass is received and evaluated. Accordingly, the final fees to be paid by Customer hereunder may be adjusted to reflect additional labor, materials, testing, or production requirements to achieve Customer’s desired result (and Customer agrees to pay such adjusted fees), including, without limitation, relating to the following:

(a) additional ink coverage or custom ink formulation required to achieve appropriate color, opacity, or design appearance;

(b) revisions or modifications to Artwork to be applied to the products, as described below;

(c) the use of specialty or precious metal inks (including gold, silver, or copper), the cost of which is based on commodity pricing that may fluctuate between quotation and completion of production and shall be invoiced (and paid for) based on actual usage on the final printed pieces (Customer acknowledges that all quotes for precious metal inks in the customer proposal and/or sales order confirmation are estimates only);

(d) color matching processes requiring additional adjustments, testing, or print runs (e.g., purple and pink shades);

(e) fees for additional samples and/or iterations;

(f) fees for new or additional color copies; A color copy/color swatch is a color printed on our glass without customer's artwork. It shows how the color will appear on the glass.

(g) Artwork preparation, pre-press services, or proof revisions exceeding standard preparation as determined by Miron USA or its decorator in their sole discretion;

(h) tooling components or adjustments identified after receipt or inspection of the glass;

(i) additional handling, sorting, repacking, or packaging materials required due to the condition or quality of the glass supplied; and/or

(j) subject to the terms of this Supplement, scrap, breakage or other production losses, including, but not limited to, circumstances where additional glass must be used to achieve the ordered finished quantity. Where production planning requires the manufacture or decoration of additional units to account for anticipated scrap rates, Miron USA may produce quantities in excess of Customer’s ordered amount to ensure fulfillment at Customer’s expense, subject to the terms and conditions hereof.

1.4. Description of Services.

The description and specification of Services shall be set forth in the customer proposal and/or sales order confirmation and will be subject to the following approval process:

(a) Art proofs must be marked “Approved”, signed by Customer and emailed back to Miron USA within twenty (20) days of receipt.

(b) Any changes or notations to any art proof not approved or only partially approved must be clearly indicated on the proof itself, or outlined in the body of an email, whereupon new proofs will be issued within a reasonable timeframe thereafter and will need to be approved as outlined above.

(c) Customer’s approval of a final art proof constitutes Customer’s authorization to print art as represented in such proof and Customer assumes full responsibility for accuracy, suitability, and completeness of such art proof. Customer acknowledges that the Services are subject to inherent production tolerances, which may vary depending on the printing method, equipment, and decorator. Unless otherwise expressly agreed in writing, all decorated/customized products shall be deemed conforming to the agreed specifications if produced within the applicable tolerances specified in the applicable art proof(s). Such tolerances shall not constitute grounds for rejection.

Any Customer-requested changes to art after approval may result in additional fees and/or revised timelines and may require renewed approval prior to commencement of production. Miron USA shall have no obligation to implement any changes to art unless agreed by Miron USA in writing, provided, however, Miron USA’s agreement to implement or accommodate any Customer-requested change shall not constitute Miron USA’s approval of such art or modification, nor shall it constitute any representation or warranty by Miron USA regarding the accuracy, suitability, legality, or printability of the art or the resulting decorated/customized products.

Miron USA shall not be responsible for errors, omissions, or defects that were present in or reasonably detectable from an approved art proof. Miron USA may rely on the approval or signature of any employee, agent, or representative of Customer appearing on an art proof as full and binding authorization to proceed with production. Miron USA shall have no obligation to verify the authority of the individual providing such approval.

2. Payment Terms

All customers must prepay the total charges due under this Supplement, upon signing this Supplement, subject to such customers’ obligation to pay such additional charges as are set forth hereunder. Customer’s order will only be placed on the production schedule upon receipt of the payment, the physical glass, and the approved art proofs. For subsequent runs, Customer may apply to receive the following payment terms by completing the relevant commercial credit application process: 50% deposit due on signing with the balance due net-15 on final invoicing. Any payment terms requested are subject to review and approval by Miron USA and will only apply once formally approved by Miron USA in writing. Unless and until such alternative payment terms are approved, payment shall be due in accordance with the standard payment terms set forth herein. Please reference your proposal and/or sales order confirmation for your payment terms. All payments are nonrefundable in the event the order is canceled without Miron USA’s written consent.

3. Production Timeline

All production timelines provided prior to receiving the initial required payment, the physical glass, and the approved art proofs are estimates only and are not guaranteed. Upon receipt thereof, Miron USA will reserve a production slot in the schedule and will work in good faith to provide an estimated delivery time. Customer acknowledges and agrees that all estimated delivery times are non-binding on Miron USA and may be affected by factors beyond Miron USA’s control, including, but not limited to, changes in order specifications, material availability, equipment issues, supply chain disruptions, regulatory requirements, or other events of force majeure.

4. Acceptance of Goods; Storage of Goods.

4.1. The Sales Terms shall govern inspection and acceptance of decorated/customized products.

4.2. Scrap rate, bottle breakages and rejected prints. Due to the nature of the decorating and printing process, a certain level of scrap, breakages and/or rejected prints is inherent in the glass decoration process. To ensure delivery of the quantity of finished decorated/customized products ordered by Customer, Miron USA may increase the number of products produced, supplied or processed based on an anticipated scrap rate, as defined in the applicable customer proposal or sales order confirmation. The anticipated scrap rate may vary depending on factors such as the decoration technique, artwork complexity, number of decoration processes and/or the individual decorator. Any additional units produced or processed for this purpose will be determined by Miron USA in its discretion. Final production quantities may also be subject to reasonable overruns or under runs resulting from the decoration process.

4.3. Unless separately agreed in writing by the parties, if the actual scrap rate is lower than anticipated and the decoration process results in a number of finished decorated/customized products exceeding the quantity originally ordered by Customer, Customer shall purchase and pay for all conforming finished units produced as a result of such lower-than-anticipated scrap rate. Such additional finished units shall not be deemed a quantity discrepancy constituting a Delivery Defect under Section 8 of the Sales Terms.

4.4. Unless separately agreed in writing by the parties, a standard scrap rate between 3% and 10% will be considered acceptable waste due to a variety of reasons, including, without limitation, decoration techniques, glass imperfections, quality control rejections, or breakages. For the avoidance of doubt, such scrap will not constitute a Delivery Defect as defined in Section 8 of the Sales Terms. Certain production runs will have a higher scrap rate depending on run size, multiple decoration techniques, art and bottle type. Please reference your proposal or sales order confirmation for your specified scrap rate, which may vary from the standard for complex or non-standard projects, as determined by Miron USA in its reasonable discretion. Notwithstanding the foregoing, such estimates are provided for planning purposes only, and the final scrap rate will be determined by the decorator during or after production.

For the avoidance of doubt, Customer shall not be entitled to exercise its rights under Section 8 of the Sales Terms if the alleged Delivery Defect affects a quantity of products equal to or less than the scrap rate communicated to Customer by Miron USA for a particular product ordered and delivered in a single order.

Quotes for the Services are based on the use of glass bottles/jars manufactured within standard tolerances for the applicable products purchased from Miron USA. Variations in surface texture, seams, wall thickness, and minor dimensional differences are inherent in glass manufacturing and may impact the decoration/customization results. Miron USA shall not be responsible for any issues arising from such inherent variations. Customer further acknowledges that minor variations in appearance, color, and finish may occur between samples, production runs and firing cycles, with respect to decorated/customized products.

4.5. Notwithstanding anything to the contrary contained in the Sales Terms, Miron USA is unable to store finished decorated/customized products beyond five (5) days after production completion. After such five (5) day period, storage fees will be assessed at the rate of $30/pallet/month, which shall be payable by Customer upon demand. If Miron USA deems it necessary to make alternative storage arrangements for any unclaimed/unshipped product, these arrangements will, for the avoidance of doubt, be at the Customer’s sole cost and expense.

5. Returns

Notwithstanding anything to the contrary contained in the Sales Terms, all sales of decorated/customized products are final, and Customer acknowledges and agrees that no returns, exchanges, refunds or credits with respect to such items will be accepted by Miron USA under any circumstances, except as provided under Section 8 of the Sales Terms, as supplemented herein.

6. Customer Acknowledgments; Representations & Warranties; Indemnity.

6.1 Customer acknowledges and accepts that ink durability, adhesion, and appearance may be affected by ink type, product type, coatings, glass composition, bottling lines, and end-use conditions. Miron USA makes no warranty regarding performance on Customer’s filling or bottling equipment. Customer is responsible for conducting compatibility and durability testing. Precious metal inks are not as durable as ceramic inks and may naturally tarnish over time. This is a normal characteristic of precious metal inks and does not indicate any deficiency in, or reflect the quality of, the Services. Tarnishing may be removed by gently buffing the affected area with a soft cloth. Metallic ceramic inks are more tactile than standard ceramic inks. As a result, in applications of art requiring a solid block laydown of metallic ink, minor scuff marks may occur with certain bottling lines. Metallic inks should not be confused with precious metal inks. Customer is advised that UV inks are less durable than ceramic inks. Customer is therefore advised to monitor the durability of the UV ink while on the bottling line to ensure no components of the bottling line equipment adversely affect the integrity of the cured ink.

Customer acknowledges and accepts that certain coatings may impact the durability of any printed ink. Customer is therefore encouraged to print samples for all production runs using the same glass or other material, as applicable, and the same coating specifications intended for the full production run. Scuff testing will be performed on sample products and may also be conducted during the production run, as appropriate. Miron USA will not be responsible for any problems, issues, defects or failures arising from or related to coatings or their impact on printed inks.

Customer may opt to request and pay for pre-firing of bottles/jars prior to decoration to attempt to alleviate adherence issues caused by the coating, provided, however, Miron USA does not guarantee any particular outcome with respect to adherence as a result of such pre-firing.

6.2 WARNING: Customer acknowledges and accepts that the materials used to decorate this product can expose persons to chemicals including lead and or cadmium which are known to the state of California to cause cancer and birth defects or reproductive harm. For more information, go to www.P65Warnings.ca.gov.

6.3 Customer represents and warrants that it owns or has secured all necessary rights, licenses, consents and authorizations to use, reproduce, and apply all artwork, trademarks, logos, text, graphics, and designs (collectively, “Artwork”) supplied to Miron USA by or on behalf of Customer in connection with the Services. Miron USA shall be entitled to rely fully and conclusively on the Artwork and all related specifications as provided, without any duty to investigate, verify or confirm the accuracy, completeness, legality, non-infringement or suitability for Customer’s intended use or end application.

6.4 Without limiting Customer’s indemnification obligations under the Sales Terms, Customer shall at its own cost and expense indemnify, defend and hold Miron USA, its affiliates, and its and their respective employees, agents, managers, officers, subcontractors, directors and shareholders harmless from and against any and all loss, damage, liability, cost or expense, including, without limitation, reasonable attorneys’ fees and court costs, resulting from or otherwise relating to any claim, demand or suit which may be threatened, made or brought against any such indemnified party by reason of any claim by any third party that the label and/or any Artwork applied to the products hereunder, or any element thereof, to the extent they are supplied by or at the request or direction of or on behalf of Customer, or to the extent any of the above are added by the Customer, misappropriates, violates or infringes upon the trademark, trade name, patent, copyright, literary, dramatic, musical, artistic, personal, private, publicity, civil, property or contract right, right of privacy, the moral rights of authors or any other right of any person or entity, and/or does not comply with any applicable local, state or federal labeling requirements under applicable law.

7. Use of Client Name, Design or Concepts

Unless otherwise notified in writing by Customer, Miron USA shall have the right to reference Customer as a customer in sales collateral, marketing materials and media relations. Additionally, unless otherwise notified in writing by Customer, Miron USA shall have the right, at its option, to reference and display any final decorated/customized products produced by Miron USA hereunder for Customer as examples in Miron USA’s sales and marketing materials.

8. DISCLAIMER OF WARRANTIES

ALL SERVICES PROVIDED BY MIRON USA HEREUNDER, INCLUDING ANY DECORATION OR CUSTOMIZATION SERVICES, ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT WHERE PROHIBITED BY LAW, NEITHER MIRON USA NOR ANY PERSON ON MIRON USA’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, REGARDING THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR PERFORMANCE IN CUSTOMER’S APPLICATION OR END USE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED BY MIRON USA AND EACH OF ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. MIRON USA PERSONNEL ARE NOT AUTHORIZED TO ALTER THESE WARRANTY DISCLAIMERS. MIRON USA DOES NOT WARRANT THAT DECORATED/CUSTOMIZED PRODUCTS WILL BE SUITABLE FOR CUSTOMER’S FILLING, BOTTLING, LABELING, OR DISTRIBUTION PROCESSES. ANY SAMPLES, PROOFS, OR PRIOR RUNS ARE PROVIDED FOR REFERENCE ONLY AND DO NOT CONSTITUTE A WARRANTY OR GUARANTEE OF ANY KIND.

9. No Assignment

This Agreement may not be assigned or otherwise transferred by Customer, without the prior written consent of Miron USA, which may be granted or withheld in Miron USA’s sole discretion.

10. Miscellaneous1. Services

1.1. Services to Be Provided.

1.2. Payment and Expenses.

1.3 Fee Adjustments.

(a) additional ink coverage or custom ink formulation required to achieve appropriate color, opacity, or design appearance;

(b) revisions or modifications to Artwork to be applied to the products, as described below;

(d) color matching processes requiring additional adjustments, testing, or print runs (e.g., purple and pink shades);

(e) fees for additional samples and/or iterations;

(f) fees for new or additional color copies; A color copy/color swatch is a color printed on our glass without customer's artwork. It shows how the color will appear on the glass.

(g) Artwork preparation, pre-press services, or proof revisions exceeding standard preparation as determined by Miron USA or its decorator in their sole discretion;

(h) tooling components or adjustments identified after receipt or inspection of the glass;

(i) additional handling, sorting, repacking, or packaging materials required due to the condition or quality of the glass supplied; and/or

1.4. Description of Services.

The description and specification of Services shall be set forth in the customer proposal and/or sales order confirmation and will be subject to the following approval process:

(a) Art proofs must be marked “Approved”, signed by Customer and emailed back to Miron USA within twenty (20) days of receipt.

2. Payment Terms

3. Production Timeline

4. Acceptance of Goods; Storage of Goods.

4.1. The Sales Terms shall govern inspection and acceptance of decorated/customized products.

5. Returns

6. Customer Acknowledgments; Representations & Warranties; Indemnity.

7. Use of Client Name, Design or Concepts

8. DISCLAIMER OF WARRANTIES

ALL SERVICES PROVIDED BY MIRON USA HEREUNDER, INCLUDING ANY DECORATION OR CUSTOMIZATION SERVICES, ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT WHERE PROHIBITED BY LAW, NEITHER MIRON USA NOR ANY PERSON ON MIRON USA’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, REGARDING THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR PERFORMANCE IN CUSTOMER’S APPLICATION OR END USE, ALL OF WHICH ARE HEREBY EXPRESSLY DSICLAIMED BY MIRON USA AND EACH OF ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. MIRON USA PERSONNEL ARE NOT AUTHORIZED TO ALTER THESE WARRANTY DISCLAIMERS. MIRON USA DOES NOT WARRANT THAT DECORATED/CUSTOMIZED PRODUCTS WILL BE SUITABLE FOR CUSTOMER’S FILLING, BOTTLING, LABELING, OR DISTRIBUTION PROCESSES. ANY SAMPLES, PROOFS, OR PRIOR RUNS ARE PROVIDED FOR REFERENCE ONLY AND DO NOT CONSTITUTE A WARRANTY OR GUARANTEE OF ANY KIND.

9. No Assignment

This Agreement may not be assigned or otherwise transferred by Customer, without the prior written consent of Miron USA, which may be granted or withheld in Miron USA’s sole discretion.

10. Miscellaneous

This Supplement, together with the Sales Terms, the approved art proofs, and each Miron USA-issued invoice and order confirmation with respect to the Services (collectively, for purposes of this Section 10, the “Agreement”), shall exclusively govern and control each of the parties’ respective rights and obligations with respect to the Services, shall constitute the entire agreement between Miron USA and Customer with respect to such subject matter, and shall supersede the terms and conditions of any documentation provided by Customer regarding the Services. Any term or condition in any order, confirmation or other document or communication furnished by Customer which is in addition to, different from or conflicting with the Agreement is expressly rejected by Miron USA and will not be binding upon Miron USA unless agreed to in writing. This Supplement shall be binding on Customer even if not executed by Miron USA.