Information · Terms & Conditions
Terms & Conditions
1.Nature of the Business and Scope of Supply
GF is a designer and supplier of high-performance fenestration products, manufactured to GF specifications and sold under the GF brand. GF supplies products only. Installation is not included, is not performed or contracted by GF, and is the responsibility of the Buyer, whether performed by the Buyer, its employees, its subcontractors, the property owner's contractor, or another party. The "Property Owner" or "End User" is the party identified as such on the Quote; Buyer warrants the accuracy of that identification.
2.Entire Agreement
The entire agreement between the parties consists of: the Confidentiality Agreement (if applicable); the signed Quote; these Trade Buyer Terms and Conditions; the Project Lead-Time Schedule; Buyer-approved shop drawings; signed Change Orders and Addenda; the GF Limited Product Warranty; and the GF Care and Maintenance Guidelines. The written terms of these documents are the sole terms of the parties' agreement and supersede all other documents, discussions, assurances, and representations. Buyer's purchase order may not alter or supplement the agreement unless expressly accepted in writing by an authorized GF representative, and may be issued for administrative purposes only. If Buyer proposes additional terms after Quote acceptance, Buyer will pay GF for the time of GF personnel and counsel, at prevailing rates, incurred in reviewing them, and any such proposal will extend lead times.
3.Quote; Specifications; Acceptance
All quotes reflect GF's interpretation of Buyer's request and specifications. GF may deviate from specifications for function or cost, or at Buyer's request, and may provide its closest available alternative provided the alternative does not materially impair the intended use. Items not specifically included in the Quote are excluded from scope even if shown in the specifications. Professional engineering calculations and stamped seals are not included unless stated as an accepted line item. GF may withdraw or adjust its Quote at any time before acceptance; a Quote not accepted within thirty (30) days of issuance is deemed withdrawn unless renewed by GF in writing. The offer may be accepted only by signing the Quote in the space provided; acceptance is expressly limited to the language of the Quote and these terms. Following execution, Buyer must review any Sales Acknowledgment and advise GF in writing of any inaccuracy within two (2) business days of receipt; Buyer is responsible for costs arising from errors that should have been discovered on review.
4.Title to Drawings; Shop-Drawing Approval
GF is the sole author and owner of all designs, drawings, plans, and specifications prepared or used in connection with the Quote, and associated copyrights. Buyer may use them only in connection with the Quote and this project. By approving shop drawings, Buyer accepts full responsibility for dimensions, details, and criteria shown, including the requirements Buyer has undertaken to meet for its customer or the property owner. Fabrication in material conformity with approved shop drawings constitutes satisfactory fabrication. Submission of final signed shop drawings more than ninety (90) days after initial issuance may result in a price adjustment by Change Order to reflect documented cost increases.
5.Change Orders
Modifications to a signed Quote follow the GF Change Order process. Alterations requiring engineering re-evaluation or revised drawings are charged at prevailing rates. Buyer must sign a Change Order accepting added time and cost before revision work begins, and agrees to accept or reject a proposed Change Order in writing within ten (10) business days of receipt; absent written rejection, the Change Order is deemed accepted. Absent an approved Change Order, GF is entitled to reasonable compensation for additional materials or services of which Buyer had knowledge or the benefit.
6.Pre-Shipment Inspection; Supplier Confidentiality
GF conducts quality control at its suppliers' facilities through its own personnel and agents. Buyer has no right of access to those facilities. Any Buyer request to observe or participate in pre-shipment inspection is subject to GF's sole discretion and must be coordinated solely through GF; Buyer shall not contact or visit any GF supplier directly. GF will, on reasonable request, provide available inspection or test documentation for the product. Buyer and anyone acting on Buyer's behalf shall treat information provided by GF as confidential, including the identity of GF's suppliers, and shall not disclose proprietary or confidential information to any third party except in furtherance of the project, absent GF's written consent.
7.Cancellation; Default
GF may cancel or terminate the contract if Buyer fails to make any payment when due, fails to perform any other obligation in a timely manner (including approval of shop drawings), is otherwise in material breach, or fails on request to provide adequate assurance of its ability to perform. On ten (10) days' written notice and failure to cure, GF may terminate and apply all deposits to its damages, and may contract directly with Buyer's customer or the property owner to complete the project without recourse by Buyer. Cancellation by Buyer is effective only on written acknowledgment by GF. On cancellation for Buyer's default or by Buyer, GF is entitled to the contract price less costs saved by not fully performing, including costs incurred or committed and reasonable overhead and profit.
8.Resale; Tax Documentation
Where Buyer purchases for resale, Buyer shall provide a valid resale certificate or applicable exemption documentation before shipment. Absent acceptable documentation, GF will collect applicable sales tax. Buyer is responsible for collecting and remitting any tax due on Buyer's resale to its customer and for remitting use tax in jurisdictions where GF is not registered. All applicable taxes are Buyer's responsibility; estimated tax on the Quote is budgetary only.
9.Contact Information; Lien Protection
The property owner and all pertinent points of contact must be provided with the signed Quote. Buyer warrants that the information, especially the jobsite address and owner identification, is correct, and is responsible for damages, losses, and costs resulting from incorrect information, including any inability of GF to assert a lien against the correct property. It is GF's standard practice to issue preliminary notice and notice of intent to lien for projects as permitted by applicable law, and GF may file liens as permitted by applicable law. On written request, GF will provide a conditional lien waiver before payment or an unconditional lien waiver after payment is received and verified; Buyer will not withhold payment where GF provides its standard commercially acceptable waiver forms.
10.Communications With Property Owner and Project Team
Buyer authorizes GF to communicate with the identified property owner, end user, architect, general contractor, installer, or consultant concerning product information, technical coordination, delivery, safety, warranty, and service matters. Such communications do not create a contract between GF and any other party and do not authorize another party to change Buyer's order. Commercial, pricing, payment, and change-order communications remain with the Buyer unless otherwise agreed in writing. If Buyer fails to service its customer in a timely manner with respect to GF product, or fails to respond to GF's inquiries concerning a reported safety or warranty matter, GF may take reasonable action to address the matter directly with the property owner or end user and be reimbursed its reasonable costs by Buyer.
11.Delivery, Title, Risk of Loss, and Import
Delivery terms are as stated on the Quote. Unless the Quote states otherwise, for product destined to a location within the United States, GF sells on a delivered basis to the destination named on the Quote, GF or its designated customs broker acts as importer of record, and title and risk of loss pass to Buyer upon tender of the product for delivery at that destination. For product destined outside the United States, delivery is FCA the named port or place of export (Incoterms 2020), Buyer is the importer of record and responsible for customs clearance, duties, taxes, and compliance in the destination country, and title and risk of loss pass on delivery to the carrier at the named place. In all cases GF retains a purchase-money security interest in the product until paid in full. Where GF arranges freight, it does so for Buyer's convenience and is not liable for the acts or omissions of any third-party carrier; freight quotes are estimates and Buyer is responsible for increases. GF shipment assumes ground-level delivery by standard closed trailer with unloading by Buyer. If Buyer does not authorize shipment or take delivery within fifteen (15) days after the product is ready, monthly storage fees of two percent (2%) of total contract price or two hundred dollars ($200), whichever is greater, will be assessed.
12.Duties, Tariffs, and New Government Charges
The quoted price includes duties, tariffs, and government charges known to GF on the Quote date. Any new or increased duty, tariff, antidumping or countervailing duty, government charge, freight surcharge, or similar cost that takes effect after the Quote date and applies to the product will be passed through to Buyer upon written notice, and GF may invoice it without a Change Order. GF will provide notice of any such adjustment promptly after learning of the change. If a duty, tariff, or government charge included in the quoted price is reduced or eliminated before the products enter the United States, GF will credit the difference against the final invoice. A change in duty or tariff is not a basis for Buyer to cancel, offset, back charge, or delay payment.
GF Extreme-Event Cancellation: If new or increased duties, tariffs, or government charges taking effect after the Quote date collectively exceed twenty-five percent (25%) of the total contract price, and the parties are unable to agree on a price adjustment or other accommodation within fourteen (14) days of GF's written notice, GF may cancel the order before shipment. Upon such cancellation, GF will refund amounts paid less documented costs GF has incurred or committed for the order, and will use commercially reasonable efforts to mitigate those costs.
13.Receiving Inspection; Remedies; Limitation of Liability
Buyer shall inspect the product within five (5) business days after receipt. Buyer shall not reject a damaged shipment but shall accept it and preserve remedies against the responsible party. Visible damage, suspected damage, and shortage must be noted on the proof of delivery and reported to GF in writing, with photographs, within five (5) business days of receipt; failure to give such notice is conclusively deemed acceptance of the product as delivered. This period applies to matters discoverable on receiving inspection; latent product defects are governed by the GF Limited Product Warranty. Buyer's sole and exclusive remedy for nonconforming or defective product is, at GF's election, repair or replacement of the affected product or refund of the price allocable to it. GF must be given written notice and a reasonable opportunity to issue and implement a correction plan before Buyer or others undertake corrective action, and GF is not liable for the cost of labor or materials expended by others before GF has had that opportunity.
IN NO EVENT WILL GF BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWSOEVER CAUSED AND WHETHER OR NOT FORESEEABLE. GF IS NOT LIABLE FOR LIQUIDATED OR DELAY DAMAGES UNDER ANY CIRCUMSTANCES. GF'S LIABILITY IS LIMITED TO REPAIR OR REPLACEMENT OF THE DEFECTIVE PRODUCT OR REFUND OF ITS ALLOCABLE PRICE AND WILL NOT EXCEED THE ORIGINAL CONTRACT PRICE.
14.Installation by Buyer; Installation Indemnity
Buyer has full responsibility for installation of the product and for all installation obligations owed to its customer or the property owner. Substrate anchors and fasteners, exterior sealants, backer rod, and perimeter silicone are provided by Buyer or others unless the Quote states otherwise. To the fullest extent permitted by applicable law, Buyer shall defend, indemnify, and hold GF harmless from claims for bodily injury, property damage, or other loss arising out of the installation of GF product, to the extent caused by the acts, omissions, or fault of Buyer, its employees, its subcontractors, or any installer retained by Buyer or by Buyer's customer. This indemnity does not apply to the extent a loss is caused by a defect in the product as supplied by GF, which remains subject to the GF Limited Product Warranty and Section 13.
15.Payment
Orders under five thousand dollars ($5,000) are payable in full when the order is placed. For all other orders, unless the Quote states otherwise: fifty percent (50%) is due upon execution of the Quote; forty percent (40%) is due upon issuance of GF's Shipping Release Notice confirming that the products have completed production and been released for shipment; and ten percent (10%) is due upon tender of delivery. Payment terms apply independently to each partial shipment. The deposit is committed to production and material purchases upon receipt and is refundable only to the extent not yet spent or committed. The order will not be released to drafting or production until the required deposit has been received.
Buyer's payment obligations are independent of payment by Buyer's customer, property owner, general contractor, lender, or any other party; pay-if-paid and pay-when-paid terms do not apply. GF may require credit approval, a personal or corporate guarantee, a deposit adjustment, or a Joint Check Agreement between Buyer and Buyer's customer where GF reasonably determines payment security is required, including for new Buyers purchasing for resale with no credit history with GF. Buyer grants GF a security interest in all deposits and payments made for any project, all GF product in the possession of GF or Buyer, and payments owed to Buyer by its customer for GF product; on payment default, GF may exercise all remedies under the Uniform Commercial Code. Buyer may not make back charges, deductions, or offsets. Past-due amounts bear a finance charge of one and one-half percent (1.5%) per month. Revocation of credit card authorization and chargebacks are not permitted; a chargeback results in cancellation of credit card privileges and voids applicable warranties. Buyer is responsible for GF's reasonable attorney fees and costs of collection. All prices and payments are in United States dollars; wire transfer is the only accepted form of international payment.
16.Material Escalation
Where the price of material, equipment, energy, or other associated cost (other than duties, tariffs, and import charges, which are addressed in Section 12) increases by more than five percent (5%) between the Quote date and the date of performance, through no fault of GF, the contract sum will be equitably adjusted by Change Order, which Buyer agrees to sign.
17.Lead Times; Events Beyond GF's Control
GF issues a tentative Project Lead-Time Schedule at Quote acceptance, effective as long as Buyer meets its obligations, including shop-drawing turnaround within ten (10) business days. Any delay by Buyer extends lead times. Because product is manufactured overseas, lead times account for and are extended by predictable supplier holiday closures and by ocean transit time. All lead times are estimates. GF will not be liable for delay caused by any cause beyond its reasonable control, and may suspend or extend performance for the duration of any such event without liability, including: acts of God; fire, flood, and severe weather; war, terrorism, and civil unrest; epidemic and pandemic; strikes and labor shortages; shortage or delay of materials, fuel, or power; government action, regulation, embargo, sanctions, and foreign export or import licensing, controls, and customs holds; port congestion and closure; shortage or unavailability of ocean vessels or containers; carrier delay or failure; and closure or disruption of a supplier's facility. GF will notify Buyer of a material delay and resume performance within a reasonable time after the cause is removed.
18.Site Preparation; Substrate; Field Testing; Service Work
Buyer is solely responsible for ensuring the site is prepared per the approved shop drawings, including rough opening dimensions, base wall, and curb preparation. Buyer warrants the accuracy of all project information and drawings it provides, and GF will rely on it. GF is not liable for site or attachment conditions arising from incorrect or incomplete information or from substrate that does not meet the minimum bearing capacities stated in the Quote or shop drawings, and Buyer shall defend, indemnify, and hold GF harmless for failures caused by such substrates. Buyer is responsible for confirming that silicones, sealants, and membranes used with the product will perform as intended. Where a project involves field testing, all field-testing requirements must be disclosed in writing before the Quote issues and included as a line item; testing must follow AAMA 502 and AAMA 503, including the static water pressure limit of two-thirds of rated laboratory performance, and GF must be given the opportunity to investigate and remediate any failure attributed to its product. If field testing is not a line item, Buyer pays GF's costs to investigate and remediate except for costs determined to be GF's fault. If GF performs on-site inspection or service work that is found to correct errors, damage, or inadequate installation by others, Buyer pays GF's reasonable costs of the work at prevailing rates.
19.Regulatory and Technical Requirements
All licenses, fees, permits, bonds, and inspections required for the project are Buyer's responsibility. Unless stated otherwise, the Quote assumes the jurisdiction requires no contractor licensing or registration beyond general state-wide business registration; if GF learns of such a requirement after acceptance, it may withdraw and cancel without penalty, or the parties may negotiate amended terms. Building code compliance, including egress and fall protection, is the sole responsibility of Buyer or its agent, and GF is not liable for costs, claims, or damages resulting from noncompliance with applicable code requirements. Where the Quote states that product is certified or rated to a standard (NAFS, NFRC, AAMA, Intertek, Miami-Dade NOA), the certification applies to the product as supplied and properly installed in accordance with the tested configuration, approved shop drawings, and installation instructions. Product is subject to tolerances and variations consistent with industry usage as to dimensions, finish, section, composition, and mechanical properties, and GF may substitute comparable components that do not impair function or overall appearance. Anchoring clips shown on shop drawings are engineered to maximum allowable loads based on the clip and fasteners; Buyer must consult a registered design professional to determine loading requirements and select appropriate anchors. Buyer shall determine the suitability of the product for its intended use relative to loading, climate, condensation, and code conformance. Hardware, accessories, finishes, and glass supplied or specified by Buyer outside GF's standard offering are at Buyer's risk, carry no GF warranty, and must be supplied before drawing approval; Buyer bears all replacement costs and delay risk associated with incompatible items. Where product is manufactured to Buyer's particular specifications outside GF's standard line, Buyer shall defend and hold GF harmless against claims of intellectual-property infringement arising from those specifications. Operable products must not be operated with excessive snow, ice, or debris or in winds exceeding fifty (50) miles per hour (exposure category B); failure to comply voids the warranty on the affected products. Variations in glazing tint, color, coating, and interlayer occur and may vary by batch; industry standards govern acceptance.
20.Warranty; Pass-Through
The GF Limited Product Warranty is a separate document incorporated into the parties' contract. It covers the product only and does not cover installation. The warranty is intended to pass through to the property owner or end user upon full payment and registration of the completed project, per the Trade Buyer warranty rider. Transfer of the GF product warranty does not transfer or replace any installation, workmanship, service, or contractual warranty owed by Buyer to its customer. In the event of a conflict between these Terms and the Limited Product Warranty regarding warranty coverage, the Limited Product Warranty governs.
21.Governing Law; Disputes; Miscellaneous
These terms and all orders are governed by the laws of the Commonwealth of Massachusetts, notwithstanding conflict of laws rules; where a clause conflicts with the applicable law of the project's location, that law governs and the remaining clauses stay in effect. The Middlesex County Superior Court and the United States District Court for the District of Massachusetts are the sole and exclusive courts for any dispute; if Buyer institutes suit in any other jurisdiction, Buyer is responsible for GF's reasonable counsel fees and costs in contesting jurisdiction. Except for claims under the GF Limited Product Warranty (governed by that warranty's accrual and limitation provisions), any suit by Buyer for breach of contract must be brought within one (1) year after the cause of action accrues, and the cause of action accrues on the date of delivery of the product. Buyer will reimburse GF for all reasonable counsel fees and costs where GF is the substantially prevailing party in any dispute, litigation, mechanics lien action, or bond claim. A waiver by GF of any breach is not a waiver of any other breach. The contract may be modified only by a written document signed by an authorized GF representative. If any provision is held unenforceable, the remaining provisions stay in effect.