TERMS AND CONDITIONS

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1. Scope; Offer and Acceptance. These Terms and Conditions of Sale (“Terms”) govern every sale of goods and, if applicable, installation services (collectively, the “Products”) by Kansas Cabinets LLC (“Seller”) to any purchaser (“Purchaser”). Seller expressly objects to and rejects any additional or different terms contained in any purchase order or other document submitted by Purchaser. No modification of these Terms is binding unless signed by an authorized officer of Seller.

2. Orders; Pricing; Changes. This Agreement covers all materials delivered at Purchaser’s request, whether or not itemized. Unlisted items will be invoiced at Seller’s prevailing price at the time of delivery. Quotes are valid for the period stated; absent a stated period, 15 calendar days. Seller may, at Purchaser’s written request, accommodate changes; price and schedule will be equitably adjusted, and change orders must be approved in writing before work proceeds.

3. Delivery, Risk of Loss, and Receipt. Delivery dates are estimates only. Risk of loss passes to Purchaser upon (i) delivery to the site/carrier for material-only sales or (ii) completion of installation for installed sales. A receipt signed by any watchman, employee, owner, GC, carpenter, or other on-site authorized agent is sufficient evidence of delivery. Site access, clear staging, power, climate protection, and reasonable sequence of trades are Purchaser’s responsibility.

4. Inspection; Non-Conforming Goods. Purchaser must inspect upon delivery (or completion of installation, if applicable). Any claim for defects, errors, transit damage, or shortages must be made in writing within five (5) days of delivery/completion and must reference invoice and item numbers. Failure to provide timely notice constitutes acceptance. Purchaser’s sole and exclusive remedies are those stated in Section 6 (Warranty & Remedies). Under no circumstances may Purchaser withhold payment or issue back-charges without Seller’s prior written consent.

5. Storage; Abandonment. Purchaser must accept delivery or pick up within fifteen (15) days after Seller’s notice of availability. Beginning on day 16, a storage charge of $100.00 per calendar day applies and must be paid before release. If Products remain undelivered or unaccepted for thirty (30) days after notice, Seller may cancel the order. For cash sales, Seller will retain the deposit as liquidated damages; for credit sales, Purchaser will be invoiced 50% of the total order as liquidated damages, in addition to storage, where lawful.

6. Limited Warranty & Exclusive Remedies. Seller warrants that Products will be free from defects in materials and workmanship at delivery (material-only) or upon installation (installed jobs). For installed jobs, Seller covers labor and materials for one (1) year from substantial completion; for material-only jobs, the warranty period is one (1) year from delivery of the warranted component. Seller’s sole obligation and Purchaser’s exclusive remedy is, at Seller’s sole option, repair, replacement of factory-defective materials, or reinstallation if applicable. Natural wood characteristics (including grain, color, mineral streaks, and finish tone variation between solid lumber and veneer), UV-finish variances, and reasonable color/texture differences are not defects. This warranty is void if Products are altered, misused, improperly stored/installed by others, subjected to abnormal conditions, or not maintained per Seller guidance. DISCLAIMER: EXCEPT AS EXPRESSLY PROVIDED, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. Limitation of Liability. IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, LOSS OF USE, DELAY, OR REMOVAL/REINSTALLATION BY OTHERS). SELLER’S TOTAL AGGREGATE LIABILITY UNDER OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE PRICE PAID FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM.

8. Cancellations, Returns. All sales are final. Orders are non-cancelable and non-returnable. Deposits are non-refundable for any reason once production scheduling or procurement has commenced.

9. Payment Terms; Credit; Fees. Standard terms are 50% deposit, 25% at delivery, and 25% at completion (installed jobs) or 25% at pickup (material-only). A deposit reserves fabrication capacity. Seller may require cash-before-delivery, additional deposits, or other adequate assurance at any time if, in Seller’s sole judgment, Purchaser’s credit becomes impaired. Purchaser is responsible for all taxes unless a valid exemption is on file. Payments by credit card or ACH are accepted; a processing fee of 2.99% (credit card) and 1.90% (ACH) will be added to the final invoice for amounts paid by those methods. Past-due balances accrue interest at 1.5% per month (or the maximum lawful rate, if less). NSF/returned payments incur a $50 administrative fee. Seller may withhold shipment, suspend work, or repossess undelivered items for nonpayment.

10. Back-Charges; Field Conditions. No back-charges or offsets are allowed without Seller’s prior written consent. Purchaser must ensure sites are ready and substrates, walls, floors, and utilities are within reasonable tolerances. Work required due to others’ errors, out-of-plumb/out-of-level conditions, concealed conditions, or re-visits caused by site unavailability will be billed as extra.

11. Insurance. Seller will maintain, during performance and for the warranty period, insurance with minimum limits: CGL $1,000,000 each occurrence / $2,000,000 general aggregate; Products/Completed Ops $2,000,000 aggregate; Personal/Advertising Injury $1,000,000; Workers’ Compensation and Employer’s Liability $500,000 each accident/employee/policy limit.

12. Indemnity. Purchaser shall defend, indemnify, and hold harmless Seller and its affiliates, officers, directors, employees, and agents from and against any claims, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising from Purchaser’s acts or omissions, site conditions within Purchaser’s control, or integration of Products with other work or equipment.

13. Force Majeure. Seller is not liable for delay or failure due to events beyond its reasonable control, including but not limited to fire, flood, acts of God, governmental actions, labor issues, supply chain disruptions, transportation failures, or plant conditions. Any incremental costs caused by Purchaser’s schedule changes shall be borne by Purchaser.

14. Security Interest; Liens. Seller retains a purchase-money security interest in Products until paid in full and may file UCC-1 financing statements. If unpaid per these Terms, Seller may assert mechanic’s lien rights to the fullest extent permitted by law. Equitable relief (including injunctive relief) is available to protect Seller’s interests.

15. Right to Offset Waived. Purchaser waives any right of set-off or recoupment and shall pay all amounts when due, notwithstanding any alleged claim against Seller. (This waiver does not bar Purchaser from asserting a separate substantive claim.)

16. Ownership of Materials; Confidentiality; Publicity. All designs, drawings, specifications, methods, pricing, and technical or proprietary information remain Seller’s property and may not be used or disclosed except to install and maintain the Products. Purchaser shall keep these Terms and Seller’s pricing confidential. Purchaser grants Seller a perpetual, royalty-free license to photograph and/or film fabrication, installation, and completed work for Seller’s marketing (website, social media, print, and advertising). Purchaser represents it has authority to grant site access for this purpose.

17. Legal Expenses; Collection. Purchaser is liable for Seller’s reasonable costs of collection, including statutory attorneys’ fees and court costs, for failure to pay when due.

18. Waiver; Severability; Assignment. No waiver of any breach is a waiver of any other breach. If any provision is found unenforceable, the remainder shall be enforced to the maximum extent permitted. Purchaser may not assign this Agreement without Seller’s prior written consent; any attempted assignment is void.

19. Governing Law; Venue; Limitations; Jury Waiver. This Agreement is governed by the laws of the State of Kansas, without regard to conflict-of-laws rules. Exclusive venue lies in the state or federal courts located in Kansas, and the parties consent to personal jurisdiction there. EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL. Any action arising out of or relating to this Agreement must be commenced within one (1) year after the cause of action accrues.

20. Entire Agreement. These Terms (together with Seller’s quote, order acknowledgment, and any signed change orders) constitute the entire agreement and may be amended only by a written instrument signed by an authorized officer of Seller.