TERMS AND CONDITIONS OF SALE

LuxHaus Windows and Doors LLC  |  Version 2.0  |  Effective: August 25, 2026

These Terms and Conditions ("Terms") govern your access to and use of the LuxHaus Windows and Doors LLC website (the "Website") and the sale of products and services by LuxHaus Windows and Doors LLC ("LuxHaus," "we," "us," or "our"). By accessing the Website, submitting an order, approving specifications, or taking delivery of Products, you agree to be bound by these Terms.

1. GENERAL TERMS OF SALE AND SERVICE

These Terms, together with any quotations, specification sheets, invoices, order confirmations, or other documents expressly referencing these Terms, constitute the entire agreement between LuxHaus and any purchaser or client ("Buyer").

1.1 Products and Scope of Services

LuxHaus supplies custom-manufactured European high-performance windows, doors, and related accessories ("Products") for residential and commercial projects, principally in the United States and Canada.

Products are manufactured to order and shipped to Buyer-designated locations.

Installation is not included unless expressly sold in writing. Where LuxHaus sells installation, LuxHaus shall stand behind the proper completion of that installation and may use licensed and insured subcontractors to perform or correct installation work as needed.

1.2 Specifications, Sign-Off, and Order Formation

(a) Approved Specifications. All Products are manufactured strictly in accordance with the final specification sheets approved by Buyer (the "Approved Specifications"). LuxHaus manufactures to the Approved Specifications and to nothing else. No drawing, rendering, email, verbal instruction, sample, or prior revision has contractual effect.

(b) Execution. Buyer shall execute the Approved Specifications and these Terms by handwritten or electronic signature. Electronic execution through a platform providing a completion certificate and audit trail (including DocuSign or Adobe Acrobat Sign) is valid and binding, and constitutes an original for all purposes.

(c) Initialed confirmations. In addition to signature, Buyer shall separately initial each of the following for each Product line item: (i) dimensions, together with the express designation of whether stated dimensions are unit dimensions or rough opening dimensions; (ii) configuration, operation type, and handing or opening direction; (iii) exterior finish or colour and interior finish or colour; (iv) glass make-up, coating, spacer, and any special glazing; and (v) hardware type and finish. Buyer’s initials constitute Buyer’s confirmation that each such element has been independently verified against Buyer’s architectural drawings and field conditions.

(d) Dimensional basis. Buyer is solely responsible for designating the dimensional basis under subsection (c)(i) and for the accuracy of the dimensions stated. LuxHaus does not convert, adjust, deduct, or add tolerance to Buyer’s stated dimensions unless expressly instructed in writing and initialed by Buyer.

(e) Authority. The person executing on behalf of Buyer represents that they are authorized to bind Buyer. Where Buyer is acting for an owner, contractor, or third party, Buyer represents that it has authority to approve the Approved Specifications on that party’s behalf.

(f) Order formation. An order is formed only upon LuxHaus’s receipt of (i) the fully executed Approved Specifications, (ii) these Terms executed by Buyer, and (iii) the deposit under Section 1.5. LuxHaus will then issue a written order confirmation. LuxHaus is not obligated to accept any order.

(g) Revisions. Any revision to the Approved Specifications before Production Release requires a new executed specification sheet with fresh initials on all affected elements. Revised sheets supersede prior versions in their entirety.

1.3 Acceptance and Commencement of Production

Once the final Approved Specifications and these Terms are executed and the deposit is received, the order is released into production.

Within ten (10) working days of production commencement, LuxHaus will provide an estimated end-of-production date. All production and delivery dates are estimates only.

1.4 Changes, Suspension, and Cancellation

(a) Production Release defined. "Production Release" means the date on which LuxHaus transmits the Approved Specifications to the manufacturing facility, or the date the facility confirms the order, whichever occurs first. LuxHaus shall notify Buyer of the Production Release date.

(b) Changes before Production Release. Requests to change any specification must be submitted in writing. No change is effective unless documented in a written change order signed by both parties. LuxHaus may accept or decline any change request in its sole discretion, and any accepted change may result in price adjustment, revised lead time, and a new Production Release date.

(c) Changes after Production Release. Products are custom-manufactured to Buyer’s Approved Specifications. After Production Release, no change may be made. Any change request after Production Release will be treated as a cancellation of the affected Products under subsection (d) and the placement of a new order.

(d) Non-cancellable; acceleration of price. Orders are non-cancellable after Production Release. Buyer acknowledges that the Products are specially manufactured to Buyer’s specifications, are not suitable for sale to others in the ordinary course of LuxHaus’s business, and are identified to the contract upon Production Release. Accordingly, upon any attempted cancellation, repudiation, or refusal to accept or pay after Production Release, the entire unpaid contract price for the affected Products becomes immediately due and payable, together with all Import Costs, freight, storage, and related charges incurred. This is a payment obligation for goods, and not a penalty or liquidated damages.

(e) Resale credit. If LuxHaus is able to resell any such Products to a third party in a commercially reasonable manner, LuxHaus shall credit Buyer with the net proceeds actually received, less all costs of storage, handling, remanufacture, modification, freight, and resale, and less LuxHaus’s incidental damages. LuxHaus is under no obligation to attempt resale.

(f) Cancellation before Production Release. Buyer may cancel before Production Release upon written notice. The deposit is non-refundable and shall be retained by LuxHaus as compensation for engineering, specification, order administration, and lost production capacity.

(g) Suspension by Buyer. If Buyer directs LuxHaus to suspend or delay production or shipment, all payments continue to fall due per the original schedule, and all resulting storage, insurance, demurrage, and rescheduling costs are payable by Buyer.

(h) Buyer default. If Buyer fails to make any payment when due, LuxHaus may suspend production and shipment, withhold delivery, declare all amounts immediately due, and pursue all remedies available at law or under these Terms, in each case without liability for resulting delay.

1.5 Prices and Payment Terms

(a) Quotation validity. Quotations are valid for thirty (30) calendar days from the date issued unless a different period is stated in writing, after which they expire automatically and are subject to requotation. Quotations are offers to sell and are not binding until an order is formed under Section 1.2.

(b) Firm price. Upon order confirmation, the quoted Product price is firm through delivery. LuxHaus shall bear increases in raw material, energy, labour, manufacturing, and ocean and inland freight costs occurring after order confirmation. All prices are in USD unless stated otherwise in writing, and LuxHaus bears currency fluctuation between USD and the manufacturing currency.

(c) Exclusions from firm price. The firm price does not include, and Buyer remains responsible for, Import Costs under Section 1.6; sales, use, and similar taxes; charges arising from Buyer-requested changes under Section 1.4; and storage, demurrage, detention, redelivery, and related charges arising under Sections 1.6 or 1.7.

(d) Payment schedule. 50% deposit due upon order confirmation; 40% due upon completion of manufacturing, prior to shipment; 10% due upon arrival of the Products at the designated port of entry, prior to final delivery. Import Costs are invoiced separately and are due prior to release or delivery.

(e) Late payment. Past-due amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less, together with all costs of collection including reasonable attorneys’ fees. LuxHaus may suspend production, shipment, or delivery for non-payment without liability for resulting delay.

1.6 Taxes, Duties, Tariffs, and Import Costs

(a) Separate line item. Quoted Product prices are exclusive of Import Costs. "Import Costs" means all customs duties, tariffs, antidumping and countervailing duties, Section 232, Section 301, and any successor or additional trade-remedy duties, merchandise processing fees, harbour maintenance fees, customs bond premiums, and customs brokerage charges assessed in connection with importation of the Products.

(b) Estimate only. Any Import Cost figure shown on a quotation, proposal, or order confirmation is a good-faith estimate based on duty rates, classifications, and trade measures in effect on the date of the quotation. It is not a fixed price and is not binding on LuxHaus.

(c) Buyer pays actual. Buyer shall pay the actual Import Costs assessed at entry, without markup. LuxHaus shall act as importer of record, advance such amounts, and invoice Buyer for the actual amounts assessed, accompanied by a copy of the CBP Form 7501 Entry Summary or equivalent documentation. Buyer shall pay such invoice in full prior to release or delivery of the Products.

(d) No adjustment to Product price; no cancellation right. A change in Import Costs, however large, shall not entitle Buyer to cancel, suspend, or renegotiate any order, nor to any reduction in the Product price. Section 1.4 continues to apply.

(e) Non-payment. If Buyer fails to pay Import Costs when due, LuxHaus may store the Products at Buyer’s sole cost and risk, and all storage, demurrage, detention, and related charges shall be payable by Buyer. If such amounts remain unpaid for thirty (30) days, LuxHaus may, without further notice, sell or otherwise dispose of the Products and apply the proceeds against amounts owed, with Buyer remaining liable for any deficiency.

(f) Refunds and drawback. Any duty refund, drawback, or reclassification credit actually received by LuxHaus attributable to Buyer’s Products shall be credited to Buyer.

(g) Sales and other taxes. Buyer is responsible for all local, state, provincial, or municipal sales, use, excise, VAT, GST, PST, HST, or similar taxes applicable at the point of sale or delivery. Where LuxHaus is legally required to collect such taxes, Buyer shall pay them as invoiced.

(h) Canada. For Products delivered into Canada, this Section applies mutatis mutandis to Canadian customs duties, surtaxes, and import charges.

1.7 Delivery, Unloading, Site Readiness, Title, and Risk of Loss

(a) Delivery. Unless otherwise agreed in writing, LuxHaus delivers the Products by sealed container to the delivery location designated by Buyer. Delivery dates are estimates only and time is not of the essence.

(b) Unloading is Buyer’s responsibility. Buyer shall, at its sole cost and risk, provide: safe and legal truck access to the delivery location; all equipment necessary for unloading, including cranes, forklifts, boom trucks, or lift equipment of adequate capacity; all labour; all rigging; and any permits, road closures, flagging, or traffic control required. LuxHaus does not unload, hoist, move, distribute, or stage Products.

(c) Free unload time. Buyer shall complete unloading within three (3) hours of the carrier’s arrival. All detention, demurrage, chassis, waiting-time, and per-diem charges beyond that period are payable by Buyer at actual cost.

(d) Site readiness. Buyer shall confirm in writing, not less than ten (10) business days before the scheduled delivery, that the delivery location is ready to receive and store the Products. If the location is not ready, or if delivery is refused or cannot be completed, LuxHaus may deliver the Products into storage at Buyer’s sole cost and risk. All storage, demurrage, detention, insurance, handling, and redelivery charges shall be payable by Buyer, and delivery shall be deemed to have occurred for all purposes including payment and risk of loss.

(e) Storage and protection after delivery. Buyer is solely responsible for protecting, storing, supporting, and weather-protecting the Products after delivery in accordance with the manufacturer’s storage and handling instructions. Damage resulting from improper storage, handling, or site conditions is not covered by any warranty.

(f) Risk of loss. Risk of loss passes to Buyer upon arrival of the Products at the delivery location, or upon deemed delivery under subsection (d), whichever occurs first. LuxHaus insures the Products in transit up to that point only.

(g) Title. Title to the Products remains with LuxHaus until LuxHaus has received payment in full of all amounts due, including Import Costs. LuxHaus retains a purchase-money security interest in the Products and their proceeds until paid in full, and Buyer authorizes LuxHaus to file such financing statements as LuxHaus deems necessary to perfect that interest.

1.8 Inspection, Notice, and Acceptance

(a) At delivery — visible damage. Buyer shall inspect all Products and packaging upon arrival and, before the carrier departs, note any visible damage, shortage, or loss on the delivery receipt, bill of lading, or proof of delivery. Failure to note visible damage on the delivery document waives any claim for such damage, as LuxHaus’s cargo insurance and carrier recourse are contingent upon it.

(b) Visible damage or shortage — written notice. Buyer shall provide written notice to LuxHaus of any visible damage, shortage, or loss within five (5) business days after delivery, accompanied by photographs of the damage, the packaging as received, the container seal, and the container number.

(c) Concealed damage. Written notice of concealed transit damage, accompanied by photographs and with the original packaging retained, must be provided within fifteen (15) calendar days after delivery.

(d) Non-conformity to Approved Specifications. Written notice that a Product does not conform to the Approved Specifications must be provided within thirty (30) calendar days after delivery.

(e) Latent defects. Defects in materials or workmanship not reasonably discoverable by inspection must be reported in writing promptly upon discovery and within the applicable manufacturer warranty period.

(f) Waiver. Failure to give notice within the applicable period constitutes irrevocable acceptance and a complete waiver of all claims with respect to the matters that should have been reported.

(g) Installation constitutes acceptance. Installation, incorporation into the work, modification, cutting, drilling, painting, staining, or finishing of any Product constitutes conclusive acceptance of that Product as to all matters discoverable by reasonable inspection, including dimensions, configuration, colour, finish, glazing, and hardware, and waives all claims with respect thereto.

(h) Preservation and inspection. Buyer shall preserve all Products and packaging that are the subject of a claim in their as-received condition, and shall not install, alter, discard, or repair them, until LuxHaus or the manufacturer has had a reasonable opportunity to inspect. Failure to preserve waives the claim.

(i) No rejection of the whole. A non-conformity affecting some Products does not entitle Buyer to reject, revoke acceptance of, or withhold payment for any conforming Products or for the balance of the order.

(j) No offset or backcharge. Buyer shall not withhold, offset, deduct, or backcharge any amount against any invoice on account of any claim, dispute, or alleged non-conformity without LuxHaus’s prior written consent. All payments shall be made in full when due, and any claim shall be pursued separately under Section 6.

1.9 Scope of Supply; Onsite Consulting and Training

(a) Supply-only. Except where installation is expressly sold in writing, LuxHaus supplies Products only. Buyer is solely responsible for field measurement and verification of all dimensions, rough opening preparation and tolerances, structural support and attachment, water-resistive barrier integration, flashing, sealants, air and vapour sealing, interior and exterior trim, finishes, permits, inspections, code compliance, and all site conditions.

(b) Reliance on Buyer’s dimensions. Products are manufactured to the dimensions set out in the Approved Specifications. Buyer is solely responsible for the accuracy of those dimensions. Products manufactured in conformity with the Approved Specifications are conforming, and no claim, remake, credit, or return arises from Buyer’s measurement error.

(c) Onsite consulting and training. LuxHaus may, as a separate service, provide pre-installation consulting, product familiarization, and installation training. Such services are advisory and instructional only. LuxHaus does not supervise, direct, control, inspect, approve, or accept responsibility for the means, methods, sequences, techniques, or procedures of installation, or for the work of any installer, contractor, or subcontractor. LuxHaus has no responsibility for jobsite safety, site conditions, or compliance with occupational safety requirements, and is not a controlling employer with respect to any worksite.

(d) No certification. Attendance at or participation in any LuxHaus training does not certify, qualify, license, endorse, or approve any installer, and creates no warranty, representation, or duty on the part of LuxHaus with respect to the installation.

(e) Improper installation voids warranty. Any Product installed other than in accordance with the manufacturer’s published installation instructions is excluded from all warranty coverage, and LuxHaus shall have no liability arising from or related to such installation.

1.10 Warranty

(a) Manufacturer warranty only. Products are covered exclusively by the written warranties issued by their respective manufacturers, which vary by product, material, component, and manufacturer. The applicable warranty documents will be provided with or attached to the order documentation and are incorporated by reference. Buyer is responsible for reviewing them prior to Production Release.

(b) No LuxHaus warranty. LuxHaus does not issue, adopt, guarantee, or independently assume any product warranty. LuxHaus is not a warrantor. Section 3.1 applies in full.

(c) Claims administration only. All warranty claims must be submitted in writing to LuxHaus with photographs, the order reference, and a description of the condition. LuxHaus will transmit conforming claims to the manufacturer and coordinate communication. LuxHaus does not adjudicate claims, does not guarantee any outcome, response time, or remedy, and has no liability for a manufacturer’s denial, delay, insolvency, or failure to perform. Coverage decisions rest solely with the manufacturer.

(d) Registration and conditions precedent. Where a manufacturer requires registration, documentation, installation certification, or notice within a specified period, Buyer is solely responsible for compliance. Failure to comply voids coverage, and LuxHaus has no liability for such failure.

(e) Pass-through obligation. If Buyer resells, assigns, or incorporates the Products into work for a third party, Buyer shall pass through these warranty terms and all exclusions and limitations in these Terms to that third party. Buyer indemnifies LuxHaus against any claim arising from Buyer’s failure to do so.

(f) Exclusions. No warranty extends to, and LuxHaus has no liability for: improper installation, storage, handling, or transport; failure to perform required maintenance, cleaning, lubrication, or seasonal adjustment of hardware; normal wear, seasonal adjustment needs, and normal operating force variation; site conditions, structural movement, settlement, deflection, or building envelope failure; water or air infiltration attributable to installation, flashing, sealants, or water-resistive barrier integration; interior or exterior surface condensation, including condensation on the exterior glass surface, which is a normal characteristic of high-performance glazing and is a function of ambient humidity, dew point, and ventilation rather than a product defect; inherent characteristics of glass, including thermal stress, roller wave and optical distortion, anisotropy and quench patterns, spontaneous nickel sulfide inclusion breakage, and visual variation between lites or batches; natural variation in grain, colour, and figure of wood, and normal weathering, chalking, fading, or colour change of finishes and coatings; corrosion in coastal, marine, or industrial atmospheres absent the specified coastal-grade finish and prescribed maintenance regime; heat build-up in dark finishes under high solar exposure; modification, cutting, drilling, refinishing, painting, or application of films, coatings, or aftermarket products; and damage from misuse, abuse, vandalism, accident, or acts of nature.

(g) Maintenance. Buyer shall perform and shall cause the end user to perform the maintenance specified in the manufacturer’s care and maintenance documentation. Failure to do so voids coverage.

(h) Consumer rights. Nothing in this Section limits any non-waivable right of a consumer under applicable law.

1.11 Returns

All sales are final. Returns are not accepted under any circumstances.

2. WEBSITE TERMS

2.1 Intellectual property

The Website and all content, text, images, renderings, specifications, documentation, software, and the Window IQ, Glass IQ, and Ask Emma tools, together with the LuxHaus name, logo, and marks, are owned by LuxHaus or its licensors and protected by intellectual property law. No licence is granted except as expressly stated.

2.2 Permitted use

Users may access and view the Website and download published catalogues for the purpose of evaluating, specifying, or purchasing Products. All other use requires prior written permission.

2.3 Prohibited conduct

Users shall not: copy, scrape, harvest, or systematically extract Website content; use automated agents, crawlers, or scripts except as permitted by robots.txt; reverse engineer, decompile, or attempt to derive the logic, models, prompts, or datasets underlying Window IQ, Glass IQ, or Ask Emma; use output from those tools to train, fine-tune, benchmark, or develop any competing product or model; submit prompts or inputs designed to manipulate, jailbreak, or extract system instructions from any automated tool; misrepresent identity or affiliation; or use the Website in violation of applicable law.

2.4 User submissions

(a) Ownership retained. Buyer or the submitting party retains all ownership in drawings, plans, specifications, schedules, models, photographs, and other materials submitted to LuxHaus ("Submissions").

(b) Limited licence. The submitting party grants LuxHaus a non-exclusive, royalty-free licence to use, reproduce, transmit, and create derived specification and shop documentation from the Submissions solely for the purposes of preparing estimates and quotations, engineering the Products, and manufacturing and delivering any resulting order. No other use is permitted.

(c) Confidentiality. LuxHaus will treat Submissions as confidential, will not publish or disclose them publicly, and will not use them to market to third parties. LuxHaus redacts personal information, including client and owner identities, from technical documentation before transmitting it to manufacturing partners. LuxHaus may disclose Submissions and derived documentation to its manufacturing partners, engineers, freight forwarders, customs brokers, and professional advisors as reasonably necessary for the permitted purposes, including partners located outside the United States and Canada, each of whom is subject to confidentiality obligations.

(d) Rights representation. The submitting party represents and warrants that it owns the Submissions or holds all rights necessary to grant the licence in subsection (b), including any rights held by the project architect, engineer, or designer, and shall indemnify LuxHaus against any claim to the contrary.

(e) Retention. LuxHaus may retain Submissions and derived documentation for its records, for warranty administration, and as required by law. Deletion may be requested in writing subject to those obligations.

(f) No obligation. Submission creates no obligation on LuxHaus to quote, respond, or contract, and no confidentiality or compensation obligation with respect to any unsolicited idea, concept, or product suggestion.

2.5 Advisory tools

Window IQ, Glass IQ, and Ask Emma are informational tools provided subject to Section 3.5. They do not provide engineering, architectural, energy-modelling, or code-compliance advice, and produce general estimates only. Interactions may be recorded, logged, and used to operate and improve the tools, as described in the Privacy Policy.

2.6 Privacy

Collection and processing of personal information is governed by the LuxHaus Privacy Policy, incorporated by reference.

2.7 Termination of access

LuxHaus may suspend or terminate access to the Website or any tool at any time, without notice, for any reason.

3. WARRANTY DISCLAIMER, EXCLUSIVE REMEDY, AND LIMITATION OF LIABILITY

3.1 DISCLAIMER. EXCEPT FOR THE MANUFACTURER WARRANTIES DESCRIBED IN SECTION 1.10, THE PRODUCTS ARE PROVIDED WITHOUT WARRANTY OF ANY KIND. LUXHAUS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE PERFORMANCE, HABITABILITY, OR NON-INFRINGEMENT. NO STATEMENT BY ANY LUXHAUS REPRESENTATIVE, AND NO INFORMATION CONTAINED IN ANY CATALOGUE, BROCHURE, WEBSITE, CALCULATOR, AI-GENERATED RESPONSE, RENDERING, OR SAMPLE, SHALL CREATE ANY WARRANTY OR EXPAND THE SCOPE OF THIS AGREEMENT.

3.2 EXCLUSIVE REMEDY. Buyer’s sole and exclusive remedy for any Product that is defective, non-conforming, damaged, or short-shipped shall be, at LuxHaus’s sole option: (a) repair of the Product; (b) replacement of the Product, delivered to the original delivery location; or (c) refund of the amount paid to LuxHaus for that Product. LuxHaus shall have a reasonable opportunity to cure following timely written notice under Section 1.8.

3.3 EXCLUDED DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LUXHAUS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY OF THE FOLLOWING, WHETHER CHARACTERIZED AS DIRECT DAMAGES OR OTHERWISE: (a) delay damages, liquidated damages, or acceleration costs, whether incurred by Buyer or passed through from any owner, general contractor, or third party; (b) lost profits, lost revenue, lost business opportunity, or loss of use; (c) costs of removal, demolition, disassembly, reinstallation, crane or lift mobilization, scaffolding, hoisting, or re-mobilization of any trade; (d) repair or replacement of surrounding construction, cladding, flashing, waterproofing, finishes, or landscaping; (e) temporary weather protection, temporary enclosure, storage, security, or dehumidification; (f) claims by third parties against Buyer; (g) diminution in property value; or (h) attorneys’ fees except as provided in Section 6.5. This Section 3.3 is independent of and shall survive the failure of the essential purpose of any limited or exclusive remedy set forth in these Terms.

3.4 AGGREGATE CAP. LUXHAUS’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, ANY ORDER, OR ANY PRODUCT, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN CONTRACT, TORT, STRICT LIABILITY, INDEMNITY, WARRANTY, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO LUXHAUS FOR THE SPECIFIC PRODUCT OR PRODUCTS GIVING RISE TO THE CLAIM. If a court or arbitrator of competent jurisdiction determines that this limitation is unenforceable, the aggregate cap shall instead be the total amount actually paid by Buyer under the order giving rise to the claim.

3.5 WEBSITE AND ADVISORY TOOLS. The Website and all content, calculators, configurators, performance comparisons, and automated or AI-generated advisory responses are provided on an "AS IS" and "AS AVAILABLE" basis for general informational purposes only. They are not engineering, architectural, code-compliance, or energy-modelling advice, do not constitute project-specific recommendations, and must not be relied upon in lieu of review by Buyer’s licensed design professional. Product performance is determined solely by the Approved Specifications for a given order.

3.6 ALLOCATION OF RISK. Buyer acknowledges that the prices quoted by LuxHaus reflect this allocation of risk and the limitations in this Section 3, that these limitations are an essential basis of the bargain, and that absent such limitations the prices would be materially higher. Buyer is in a superior position to insure against, and shall insure against, the risks excluded herein.

3.7 EXCEPTIONS. Nothing in this Section limits liability for fraud, willful misconduct, or personal injury or death to the extent such limitation is prohibited by applicable law.

4. INDEMNIFICATION

4.1 Buyer indemnity. To the fullest extent permitted by law, Buyer shall indemnify, defend, and hold harmless LuxHaus, its officers, members, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) installation, handling, storage, transport, modification, or use of the Products by Buyer or any third party; (b) errors in dimensions, specifications, or field measurements supplied by Buyer; (c) site conditions, site safety, or the acts or omissions of Buyer’s employees, contractors, or subcontractors; (d) Buyer’s breach of these Terms; (e) Buyer’s failure to pass through the warranty terms, exclusions, and limitations as required by Section 1.10(e); and (f) bodily injury or property damage occurring after risk of loss has passed to Buyer, except to the extent caused by LuxHaus’s negligence or willful misconduct.

4.2 LuxHaus indemnity. To the fullest extent permitted by law, LuxHaus shall indemnify, defend, and hold harmless Buyer from and against third-party claims for bodily injury or damage to tangible property to the extent caused by the negligence or willful misconduct of LuxHaus or its employees, and third-party claims that the Products as supplied by LuxHaus infringe a United States patent, trademark, or copyright.

4.3 IP indemnity exclusions. LuxHaus has no obligation under Section 4.2 with respect to any claim arising from: designs, drawings, profiles, dimensions, or specifications furnished or directed by Buyer or Buyer’s design professional; replication of historic, proprietary, or third-party profiles at Buyer’s direction; combination of the Products with other goods; modification of the Products; or use of the Products other than as intended. Buyer shall indemnify LuxHaus against any such claim.

4.4 IP remedy. If any Product is held to infringe, LuxHaus may at its option procure the right to continue use, replace or modify the Product to be non-infringing, or accept return and refund the amount paid. This is Buyer’s sole and exclusive remedy for infringement.

4.5 Comparative fault. Each party’s indemnity obligation applies only to the extent of that party’s proportionate share of fault and does not extend to any loss caused by the negligence of the indemnified party.

4.6 Procedure. The indemnified party shall give prompt written notice, tender sole control of the defence and settlement to the indemnifying party, and provide reasonable cooperation at the indemnifying party’s expense. Failure to give prompt notice relieves the indemnifying party to the extent it is prejudiced.

4.7 Relationship to Section 3. LuxHaus’s obligation under Section 4.2 for third-party bodily injury and property damage is not subject to the aggregate cap in Section 3.4, and is limited to the available limits of LuxHaus’s applicable liability insurance. All other indemnity obligations of LuxHaus, including under Section 4.2 for infringement, remain subject to Section 3 in full.

4.8 Anti-indemnity savings. Where applicable law limits or conditions the enforceability of indemnity provisions in construction contracts, this Section shall be construed and applied to the maximum extent permitted, and each party’s indemnity obligation hereunder shall be limited to a monetary amount not exceeding the contract price, which the parties agree bears a reasonable commercial relationship to this agreement.

5. FORCE MAJEURE

5.1 LuxHaus shall not be liable for any delay or failure in performance caused by events beyond its reasonable control, including acts of God; war, invasion, hostilities, terrorism, or civil unrest; embargoes, sanctions, export or import restrictions, or governmental action; epidemic or pandemic; fire, flood, earthquake, or severe weather; strikes, lockouts, or labour disputes; failure or shortage of raw materials, components, glass, hardware, energy, or transportation capacity; port, canal, or waterway closure or congestion; carrier delay, vessel diversion, or container shortage; supplier or manufacturer failure; cyberattack; or failure of utilities or telecommunications.

5.2 Remedy is extension of time. Upon the occurrence of such an event, the time for LuxHaus’s performance shall be extended for the duration of the event plus a reasonable period to resume. Buyer shall not be entitled to damages, credits, penalties, or cancellation on account of such delay, and all payment obligations continue in accordance with Section 1.5.

5.3 Notice. LuxHaus shall notify Buyer of the event and, when reasonably determinable, provide a revised delivery estimate.

5.4 Prolonged or permanent events. If such an event continues for more than one hundred eighty (180) consecutive days, or if it renders LuxHaus’s performance permanently impossible or unlawful, either party may terminate the affected portion of the order upon written notice. In that event, LuxHaus shall refund amounts paid by Buyer for the affected Products, less all costs actually incurred by LuxHaus, including engineering, materials procured, work in process, freight, storage, and Import Costs. Neither party shall have any further liability, and Sections 3 and 6 survive.

5.5 Allocation. Where an event affects LuxHaus’s ability to supply multiple customers, LuxHaus may allocate available production and transportation capacity among its customers in any commercially reasonable manner.

5.6 This Section does not excuse Buyer’s obligation to pay amounts due for Products delivered or for which the price has accelerated under Section 1.4.

6. GOVERNING LAW AND DISPUTE RESOLUTION

6.1 These Terms and any sale of Products hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The parties expressly elect the application of Delaware law pursuant to 6 Del. C. § 2708 where applicable. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

6.2 Except as provided in Section 6.4, any dispute, claim, or controversy arising out of or relating to these Terms or the sale of Products shall be resolved exclusively by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Wilmington, Delaware. Judgment on the award may be entered in any court of competent jurisdiction.

6.3 Arbitration shall be conducted on an individual basis only. Claims shall not be consolidated with those of any other party, and no class, collective, or representative arbitration is permitted. The arbitrator shall have no authority to award damages excluded or in excess of the limits set forth in Section 3, and shall have no authority to award punitive or exemplary damages.

6.4 Notwithstanding Section 6.2, LuxHaus may, at its sole election, bring an action in any court of competent jurisdiction (a) to collect amounts due and unpaid under any invoice or order, (b) to enforce its security interest, purchase-money interest, or retention of title in the Products, or (c) to obtain injunctive or other equitable relief. Buyer consents to personal jurisdiction and venue in any such court.

6.5 The prevailing party in any arbitration or action under this Section shall be entitled to recover its reasonable attorneys’ fees and costs.

6.6 Any claim must be brought within one (1) year after the cause of action accrues, or it is permanently barred, to the extent permitted by applicable law.

7. ENTIRE AGREEMENT, PRECEDENCE, AND AMENDMENT

7.1 Entire agreement. These Terms, together with the Approved Specifications, quotation, and order confirmation, constitute the entire agreement between the parties and supersede all prior and contemporaneous oral and written communications, proposals, representations, and understandings.

7.2 Rejection of Buyer’s terms. LuxHaus’s quotation, order confirmation, and acceptance of any order are expressly made conditional on Buyer’s assent to these Terms. Any additional, different, or conflicting terms contained in any purchase order, subcontract, master agreement, vendor agreement, specification, portal, click-through, invoice, or other document issued by Buyer are hereby expressly rejected and shall not become part of any agreement, regardless of whether LuxHaus references, acknowledges, signs, or performs under such document.

7.3 No acceptance by conduct. Commencement of production, shipment, delivery, or acceptance of payment by LuxHaus does not constitute acceptance of any of Buyer’s terms.

7.4 Deviation requires officer signature. No modification, waiver, or deviation from these Terms is binding on LuxHaus unless set forth in a writing that expressly identifies the Section being modified and is signed by an authorized officer of LuxHaus. No employee, agent, sales representative, or contractor of LuxHaus has authority to modify these Terms.

7.5 No flow-down by reference. LuxHaus is not bound by, and does not assume, any term of any prime contract, owner agreement, general conditions, project manual, or other document incorporated by reference into any Buyer document, whether or not such document is provided to LuxHaus.

7.6 Order of precedence. In the event of conflict, the following order governs: (a) a written deviation signed under Section 7.4; (b) these Terms; (c) the Approved Specifications; (d) the LuxHaus quotation or order confirmation; (e) all other documents.

7.7 No course of dealing. No course of dealing, course of performance, usage of trade, or prior transaction shall modify these Terms or waive any right. Failure to enforce any provision is not a waiver.

7.8 No third-party beneficiaries. These Terms confer no rights on any person other than Buyer and LuxHaus. No owner, end user, subsequent purchaser, contractor, lender, or other third party is a beneficiary of these Terms or of any warranty administered hereunder.

7.9 Assignment. Buyer may not assign any order or these Terms without LuxHaus’s prior written consent. LuxHaus may assign to an affiliate or successor.

7.10 Survival. Sections 1.4, 1.6, 1.8, 1.10, 3, 4, 6, 7, and 8 survive delivery, acceptance, termination, and cancellation.

7.11 Electronic execution. Electronic signatures and electronically transmitted documents have the same effect as originals.

8. SEVERABILITY AND WAIVER

If any provision is held invalid, illegal, or unenforceable, it shall be limited or severed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default.

9. NOTICES

Notices to LuxHaus must be in writing and sent to info@luxhauswindows.com and to the address below. Notices to Buyer may be sent to the email or postal address stated on the order confirmation. Notice is deemed given on the business day following transmission by email, or three (3) business days after posting.

10. CONTACT INFORMATION

LuxHaus Windows and Doors LLC

8 The Green, STE B, Dover, DE 19901, USA

Email: info@luxhauswindows.com | Website: luxhauswindows.com

© LuxHaus Windows and Doors LLC. All rights reserved. Version 2.0.