Herzog Glass Standard Terms, Inclusions and Exclusions

The following standard terms, inclusions, qualifications, and exclusions apply to Herzog Glass proposals unless otherwise modified in writing by Herzog or superseded by a customer agreement executed by both parties.

Exhibit B: INCLUSIONS & QUALIFICATIONS

Project-Specific Scope Inclusions

All necessary caulking and fasteners required for proper installation.
Removal and responsible disposal of existing materials is not included unless specifically stated in Exhibit A – Scope of Work.
Submittals, shop drawings, engineering calculations, or structural design are not included unless specifically stated in Exhibit A.
Testing, inspections, special permits, or third-party certifications are not included unless specifically stated in Exhibit A.
Customer shall provide all necessary power and water required for installation activities.

General Conditions – Inclusions & Qualifications

Work Area Preparation: Customer shall ensure work areas and access paths are clear and suitable for installation prior to Herzog’s mobilization.

Labor Hours:

Proposal pricing is based on straight-time labor during regular business hours (Monday–Friday, 7:30am–2:30pm).
Any Customer-requested overtime, off-hours, or schedule acceleration will be billed at overtime rates plus markup.

Site Access & Staging:

Customer shall provide safe and unobstructed access to all work areas and suitable staging space near the installation location.
Herzog may invoice for delays outside its control, including lack of access, standby, remobilization, or site unsafe to work.

Coordination with Other Trades: Customer or General Contractor is responsible for coordination of related work by others, including but not limited to electrical disconnect/reconnect for door operators or other devices.

Field Conditions: Herzog’s proposal assumes existing openings, substrates, and surrounding construction are plumb, level, square, and suitable for installation. Correction of field conditions or substrate deficiencies is excluded unless specifically stated in Exhibit A.

Protection of Installed Work:

Herzog will exercise reasonable care during installation of its work. Once materials are installed, Herzog does not provide ongoing protection of glass, aluminum, hardware, or related components from damage caused by other trades, construction activities, environmental conditions, or normal site operations.
Due to the risk of damage from adhesives, coverings, or moisture entrapment, Herzog does not apply protective coverings to installed glazing or aluminum. Upon request, Herzog will provide a blue tape “X” on glass to increase visibility of installed work and will leave work areas broom-clean at completion.
Final cleaning, glass washing, or removal of protective films/tape is excluded.

Warranty Qualifications:

Herzog warrants its labor and workmanship to be free from defects for one (1) year from substantial completion for commercial work, or as required by RCW 64.50 for residential owner-occupied work.
Warranty covers only Herzog’s direct installation.
No warranty is provided for overall system performance, including but not limited to water intrusion, building envelope performance, condensation, or other building-related issues except where specifically described in Exhibit A.
If Customer requires installation in a manner that voids manufacturer warranty requirements, Herzog’s warranty shall not apply to those products or areas.

Manufacturer Warranties:

Manufacturer warranties covering materials supplied under this Proposal will be passed through to the Customer to the extent assignable.
Application of aftermarket window film or coatings to glass supplied or installed under this Proposal may void applicable manufacturer warranties and may increase the risk of thermal glass breakage. Herzog Glass shall not be responsible for warranty claims or glass breakage resulting from the application of window film or coatings by others after installation.

General Qualifications: Any work, service, or materials not specifically included in Exhibit A – Scope of Work & Contract Price are excluded and may be provided only through a written change order.

Exhibit C: EXCLUSIONS

SCOPE OF WORK:

Any work, service, or material not expressly included in Exhibits A or B.
Demolition or relocation of existing materials or structures, unless expressly stated as included.
Performance, application, or liability for specified products or system performance beyond Herzog’s direct installation.
System or building envelope performance (including water intrusion, air infiltration, condensation, or thermal performance) unless expressly warranted in Exhibit A.

DRAWINGS, ENGINEERING, & TESTING:

Shop drawings, engineering, calculations, or structural stamp, unless specifically included.
NFRC testing, labeling, and product conformance with energy codes or STC testing, unless specifically included.
Mock-up, performance testing, or erection of test chambers.
Scanning for PT cables, rebar, or radiant floor heat.
Field verification of existing conditions beyond visual inspection.

MATERIALS & SUBSTRATES:

Structural steel, miscellaneous metals, or substrate preparation for anchoring.
Wood or steel blocking/backing.
Glass not supported with mechanical fasteners.
Stainless steel materials unless specifically included.
Non-aluminum window flashing, sub sills, panning, or flexible membranes.
Miscellaneous flashings (roof coping, gutters, downspouts, bird screens, blank-out panels).
Correction of out-of-plumb, out-of-level, or otherwise unsuitable substrates or openings.
Herzog shall not be responsible for damage to concealed conditions, finishes, or adjacent materials that are discovered during removal of existing glazing systems.

WINDOWS, DOORS & HARDWARE:

Operable windows and screens.
Fire-rated glass, doors, or windows.
Door hardware, metal cladding on doors, or specialty hardware.
Panels not glazed into the window system.
Louvers
Relites, mirrors, or door lites.
Interior frames or hollow metal frames and doors.
Skylights.

LABOR, COSTS, & SCHEDULE:

Demobilization/remobilization costs due to delays by others or by site conditions outside Herzog’s control.
Overtime or premium labor costs for schedule accelerations, out-of-sequence work, or delays not caused by Herzog.
“Pay-when-paid” or “pay-if-paid” clauses.
Taxes, bonds, or permits unless otherwise included on Exhibits A or B.

CLEANING, DAMAGE & PROTECTION:

Cleaning beyond broom clean at completion.
Final cleaning, glass washing, or removal of protective films/tape after installation.
Protection or repairs for materials after installation, except for Herzog’s own damage.
Weather protection of openings after installation is complete.
Barricades, on-site storage, and dumpster or disposal fees.
Spontaneous breakage of glass after acceptance.
Damage to materials caused by others.
Removal of construction debris generated by other trades.

FIRE, ELECTRICAL & SECURITY SYSTEMS:

Fire-stopping, fire caulking, or thermal insulation.
High/low voltage electrical work, feeds, or terminations.
Card readers, controls, or integration with access/security systems.
Security/alarm system contacts, wiring, or programming.
Special keying or master key systems, interchangeable cores, or custom cylinders.

FINISHES & ADDITIONAL WORK:

Interior caulking or sealants.
Patchwork, putty, grouting, painting, or touch-up of adjacent finishes.
Installation or layout of embedded items.
Window washing tie-ins, design, or rigging.
Interior trims, sills, stools, or woodwork.
Seismic joints or specialty expansion assemblies.
Repair of damage to surrounding finishes caused by conditions outside Herzog’s control.

WARRANTY, SYSTEM & PERFORMANCE:

Herzog’s warranty covers only its direct labor and workmanship, and only to the extent described in Exhibits A and B.
No warranty is provided for overall system performance, water intrusion, condensation, thermal or acoustic performance, or for any product/installation not in strict accordance with manufacturer requirements, project specifications, & applicable code unless expressly described as included in Exhibits A and B.

Exhibit D: CUSTOMER STANDARD TERMS & CONDITIONS

PAYMENT TERMS :

Unless Customer has an established Herzog credit account with different terms, a 50% deposit is required prior to material procurement or commencement of Work ; the remaining balance is due upon substantial completion and before warranty activation. For Customers with a pre-approved Herzog account, the credit terms of that account shall control. Herzog may waive the deposit requirement at its sole discretion for such Customers. Customer must notify Herzog in writing of any disputed amounts within five (5) business days of invoice date. Undisputed amounts shall be paid in accordance with the stated payment terms regardless of any disputed amounts. Past due balances accrue interest at 12% per annum , calculated on a daily basis.
Unless Customer has an established Herzog credit account with different terms, a 50% deposit is required prior to material procurement or commencement of Work ; the remaining balance is due upon substantial completion and before warranty activation.
For Customers with a pre-approved Herzog account, the credit terms of that account shall control. Herzog may waive the deposit requirement at its sole discretion for such Customers.
Customer must notify Herzog in writing of any disputed amounts within five (5) business days of invoice date. Undisputed amounts shall be paid in accordance with the stated payment terms regardless of any disputed amounts.
Past due balances accrue interest at 12% per annum , calculated on a daily basis.

SCHEDULING & SUSPENSION :

Work shall be performed according to a mutually agreed schedule. If Customer suspends, postpones, denies access to, or otherwise prevents performance of Work for ten (10) consecutive days or more , Herzog may suspend performance or terminate this Contract as provided in Article K. Access Delay Charge: If Customer fails to provide clear, safe, and timely access to the Work area as scheduled, or otherwise delays Work commencement, Customer shall reimburse Herzog for all resulting costs, including labor standby time, remobilization, and lost production, billed at Herzog’s standard rates, with a minimum charge of two (2) hours per scheduled worker. Late Cancellation Charge: If Customer cancels or postpones scheduled Work with less than twenty-four (24) hours’ written notice, a Late Cancellation Charge will apply, equal to a minimum of two (2) hours of labor per scheduled worker, plus any mobilization costs incurred.
Work shall be performed according to a mutually agreed schedule.
If Customer suspends, postpones, denies access to, or otherwise prevents performance of Work for ten (10) consecutive days or more , Herzog may suspend performance or terminate this Contract as provided in Article K.
Access Delay Charge: If Customer fails to provide clear, safe, and timely access to the Work area as scheduled, or otherwise delays Work commencement, Customer shall reimburse Herzog for all resulting costs, including labor standby time, remobilization, and lost production, billed at Herzog’s standard rates, with a minimum charge of two (2) hours per scheduled worker.
Late Cancellation Charge: If Customer cancels or postpones scheduled Work with less than twenty-four (24) hours’ written notice, a Late Cancellation Charge will apply, equal to a minimum of two (2) hours of labor per scheduled worker, plus any mobilization costs incurred.

CHANGES IN THE WORK :

All changes in the scope of Work, Contract Sum, or Contract Time must be authorized by a written and signed change order executed by both Customer and Herzog. Herzog is not required to proceed with extra work or changes unless and until such written change order is executed. The Contract Sum and/or schedule shall be adjusted equitably to reflect the change. Pricing for changes shall be mutually agreed, or if not otherwise specified, billed at Herzog’s then-standard time and material rates plus applicable markup. No oral statement, site instruction, field directive, or unsigned document shall constitute authorization for changes to the Work, sum, or schedule. However, if Herzog performs extra work at the Customer’s oral or field direction, or with Customer’s knowledge and acceptance, Herzog shall be entitled to payment for such extra work at its then-standard time and material rates, plus applicable markup, even in the absence of a signed change order. Any waiver of these requirements must be in writing and signed by Herzog.
All changes in the scope of Work, Contract Sum, or Contract Time must be authorized by a written and signed change order executed by both Customer and Herzog.
Herzog is not required to proceed with extra work or changes unless and until such written change order is executed.
The Contract Sum and/or schedule shall be adjusted equitably to reflect the change. Pricing for changes shall be mutually agreed, or if not otherwise specified, billed at Herzog’s then-standard time and material rates plus applicable markup.
No oral statement, site instruction, field directive, or unsigned document shall constitute authorization for changes to the Work, sum, or schedule. However, if Herzog performs extra work at the Customer’s oral or field direction, or with Customer’s knowledge and acceptance, Herzog shall be entitled to payment for such extra work at its then-standard time and material rates, plus applicable markup, even in the absence of a signed change order.
Any waiver of these requirements must be in writing and signed by Herzog.

MATERIALS, DELIVERY & CARRIER CHARGES :

Risk of loss for materials remains with Herzog until installation, except for supply-only work, in which case risk transfers to the Customer upon delivery to the project site or designated staging area. If materials are shipped via third-party carrier for supply-only work, risk of loss transfers to the Customer upon delivery to the carrier. Title to materials shall pass to Customer upon Herzog’s receipt of full payment for such materials. Herzog is not responsible for loss, theft, or damage to materials after delivery unless caused by Herzog’s own negligence or willful misconduct. The Contract Sum is based on standard full-truckload or standard shipping as specified by Herzog. Any additional expense incurred as a result of the Customer’s request for less than full truckload, split shipments, express or expedited shipping, or post-order changes to delivery location or timing, shall be borne by the Customer , unless Herzog expressly agrees in writing to absorb such costs. Herzog will notify the Customer of any such additional charges in advance when reasonably practicable. To the extent Herzog receives any manufacturer warranties covering materials provided under this Contract, Herzog shall assign those warranties to the Customer upon request and to the extent assignable. If materials have been ordered or received for the Project and installation is delayed due to Customer request, lack of site readiness, or other causes outside Herzog’s control for more than thirty (30) calendar days after scheduled delivery or receipt, Herzog may invoice the Customer for the cost of such materials and for reasonable storage, handling, and insurance charges.
Risk of loss for materials remains with Herzog until installation, except for supply-only work, in which case risk transfers to the Customer upon delivery to the project site or designated staging area. If materials are shipped via third-party carrier for supply-only work, risk of loss transfers to the Customer upon delivery to the carrier. Title to materials shall pass to Customer upon Herzog’s receipt of full payment for such materials.
Herzog is not responsible for loss, theft, or damage to materials after delivery unless caused by Herzog’s own negligence or willful misconduct.
The Contract Sum is based on standard full-truckload or standard shipping as specified by Herzog. Any additional expense incurred as a result of the Customer’s request for less than full truckload, split shipments, express or expedited shipping, or post-order changes to delivery location or timing, shall be borne by the Customer , unless Herzog expressly agrees in writing to absorb such costs. Herzog will notify the Customer of any such additional charges in advance when reasonably practicable.
To the extent Herzog receives any manufacturer warranties covering materials provided under this Contract, Herzog shall assign those warranties to the Customer upon request and to the extent assignable.
If materials have been ordered or received for the Project and installation is delayed due to Customer request, lack of site readiness, or other causes outside Herzog’s control for more than thirty (30) calendar days after scheduled delivery or receipt, Herzog may invoice the Customer for the cost of such materials and for reasonable storage, handling, and insurance charges.

SITE ACCESS & SAFETY :

Customer shall provide clear, safe access to all Work areas and staging space. Herzog may suspend Work for unsafe conditions or undisclosed hazards, including asbestos, lead, or silica. Additional cost reimbursement applies to extra handling or increased site logistics. Customer retains overall responsibility for jobsite safety, site conditions, and compliance with applicable safety regulations, except with respect to Herzog’s own employees and operations.
Customer shall provide clear, safe access to all Work areas and staging space.
Herzog may suspend Work for unsafe conditions or undisclosed hazards, including asbestos, lead, or silica.
Additional cost reimbursement applies to extra handling or increased site logistics.
Customer retains overall responsibility for jobsite safety, site conditions, and compliance with applicable safety regulations, except with respect to Herzog’s own employees and operations.

WARRANTY :

Herzog warrants its labor and workmanship to be free from defects for one (1) year from substantial completion. For Residential / Owner-Occupied Work Warranty is provided as required by RCW 64.50. To the extent assignable, manufacturer warranties are passed through to Customer. No other warranties, express or implied, apply except as stated herein.
Herzog warrants its labor and workmanship to be free from defects for one (1) year from substantial completion.
For Residential / Owner-Occupied Work Warranty is provided as required by RCW 64.50.
To the extent assignable, manufacturer warranties are passed through to Customer.
No other warranties, express or implied, apply except as stated herein.

CORRECTION OF WORK :

Customer must provide notice of defects within the warranty period. Herzog shall commence correction of non-conforming Work within four (4) business days, and complete corrective actions within a reasonable timeframe.
Customer must provide notice of defects within the warranty period.
Herzog shall commence correction of non-conforming Work within four (4) business days, and complete corrective actions within a reasonable timeframe.

INDEMNIFICATION :

To the fullest extent permitted by law, Customer shall defend, indemnify, and hold harmless Herzog, its employees, agents, and successors from and against all claims, damages, losses, and expenses (including attorney’s fees) to the extent caused by the negligence of Customer, or those for whom Customer is legally responsible, in connection with the Project. This indemnity applies only to the extent of Customer’s negligence and does not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from the sole negligence of Herzog or its employees or agents. This clause is intended to comply fully with RCW 4.24.115 and shall be limited accordingly. Customer’s duty to defend and indemnify Herzog under this Article shall include claims, damages, or losses asserted under the Washington Condominium Act, Ch. 64.34 RCW, but only to the extent caused by Customer’s negligence.
To the fullest extent permitted by law, Customer shall defend, indemnify, and hold harmless Herzog, its employees, agents, and successors from and against all claims, damages, losses, and expenses (including attorney’s fees) to the extent caused by the negligence of Customer, or those for whom Customer is legally responsible, in connection with the Project.
This indemnity applies only to the extent of Customer’s negligence and does not apply to liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from the sole negligence of Herzog or its employees or agents. This clause is intended to comply fully with RCW 4.24.115 and shall be limited accordingly.
Customer’s duty to defend and indemnify Herzog under this Article shall include claims, damages, or losses asserted under the Washington Condominium Act, Ch. 64.34 RCW, but only to the extent caused by Customer’s negligence.

INSURANCE :

Herzog maintains standard insurance coverages as required by Washington law, including general liability, auto, and workers’ compensation. Upon request, Herzog shall provide evidence of standard insurance coverage. Higher limits, endorsements, or special coverages may be available upon request and at additional cost. OCIP applies only if legally available, includes Completed Operations coverage through the statute of repose, and is provided at no cost to Herzog.
Herzog maintains standard insurance coverages as required by Washington law, including general liability, auto, and workers’ compensation. Upon request, Herzog shall provide evidence of standard insurance coverage. Higher limits, endorsements, or special coverages may be available upon request and at additional cost.
OCIP applies only if legally available, includes Completed Operations coverage through the statute of repose, and is provided at no cost to Herzog.

FORCE MAJEURE: Herzog shall not be liable for any damages or delays caused by events beyond its reasonable control, including but not limited to fire, theft, weather, labor strikes, lockouts, pandemics, epidemics, material shortages, transportation or carrier delays, acts of God, war, riot, insurrection, government action, or any other cause beyond Herzog’s reasonable control. In the event of such a force majeure, Herzog shall be entitled to a reasonable extension of time to perform its obligations.

TERMINATION :

If Customer fails to pay any undisputed amounts when due, Herzog may suspend Work immediately and provide written notice of suspension. If nonpayment is not cured within three (3) business days after such notice, Herzog may terminate this Contract and recover all damages, including payment for all Work performed, materials ordered, reasonable profit, demobilization, and collection expenses. If Customer otherwise breaches this Contract, Herzog may provide written notice specifying the breach. If the breach is not cured within seven (7) calendar days, Herzog may terminate this Contract and recover all damages as stated above. If Herzog materially breaches this Contract, Customer shall provide written notice to Herzog specifying the breach, and Herzog shall have seven (7) calendar days from receipt of such notice to cure. In the event of termination by Customer for convenience (without Herzog fault), Herzog is entitled to payment for all Work executed through the effective date of termination, plus reasonable termination costs and profit.
If Customer fails to pay any undisputed amounts when due, Herzog may suspend Work immediately and provide written notice of suspension.
If nonpayment is not cured within three (3) business days after such notice, Herzog may terminate this Contract and recover all damages, including payment for all Work performed, materials ordered, reasonable profit, demobilization, and collection expenses.
If Customer otherwise breaches this Contract, Herzog may provide written notice specifying the breach. If the breach is not cured within seven (7) calendar days, Herzog may terminate this Contract and recover all damages as stated above.
If Herzog materially breaches this Contract, Customer shall provide written notice to Herzog specifying the breach, and Herzog shall have seven (7) calendar days from receipt of such notice to cure.
In the event of termination by Customer for convenience (without Herzog fault), Herzog is entitled to payment for all Work executed through the effective date of termination, plus reasonable termination costs and profit.

DISPUTE RESOLUTION :

The parties shall first attempt to resolve any claim or dispute arising out of or relating to this Contract through mediation. If the dispute is not resolved by mediation, either party may demand binding arbitration in King County, Washington administered by the American Arbitration Association (AAA) under its Construction Industry Arbitration Rules. Nothing in this section shall prevent Herzog from filing or foreclosing a lien at any time; mediation or arbitration is not a condition precedent to Herzog’s lien rights. The prevailing party in any mediation, arbitration, or legal action shall be entitled to recover its reasonable attorney’s fees and costs.
The parties shall first attempt to resolve any claim or dispute arising out of or relating to this Contract through mediation.
If the dispute is not resolved by mediation, either party may demand binding arbitration in King County, Washington administered by the American Arbitration Association (AAA) under its Construction Industry Arbitration Rules.
Nothing in this section shall prevent Herzog from filing or foreclosing a lien at any time; mediation or arbitration is not a condition precedent to Herzog’s lien rights.
The prevailing party in any mediation, arbitration, or legal action shall be entitled to recover its reasonable attorney’s fees and costs.

MODIFICATIONS, ASSIGNMENT & SEVERABILITY :

No modification or waiver of any provision of this Contract shall be valid unless in writing and signed by both parties. This contract may not be assigned by Customer without Herzog’s prior written consent. Any attempted assignment without such consent shall be void. The failure of either party to enforce any right or provision of this Contract shall not constitute a waiver of that right or provision. If any provision of this Contract is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
No modification or waiver of any provision of this Contract shall be valid unless in writing and signed by both parties.
This contract may not be assigned by Customer without Herzog’s prior written consent. Any attempted assignment without such consent shall be void.
The failure of either party to enforce any right or provision of this Contract shall not constitute a waiver of that right or provision.
If any provision of this Contract is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

GOVERNING LAW : This Contract is governed by the laws of the State of Washington.