Terms and Conditions

By executing the Invoice (the “Contract”) furnished by Sanels Wholesale Cabinets (the “Company”), whether by manual or electronic means, the customer identified therein (the “Customer”) and Company agree to all of the terms and conditions set forth herein (the “Terms and Conditions”). Customer and Company (collectively the “Parties”) expressly acknowledge that each of these terms and conditions are integral and material provisions of the Contract, and are hereby incorporated into the Contract.

Company shall install the materials and perform the work (collectively the “Work”) described in the Contract in conformance with these Terms and Conditions, as well as any architectural drawings and plans, engineering specifications, or any other construction documents that were initialed by Company prior to the Parties’ execution of the Contract.

Customers shall pay Company the amount identified in the Contract (the “Contract Price”) in accordance with the payment terms set forth in the Contract.

Customer shall pay the Contract Price for the Work as follows: a. Customers shall pay an initial deposit upon execution of the Contract in the amount of: (1) 50% of the Contract Price for “Installation Only Projects”; or (2) 75% of the Contract Price for “Product, Equipment and Installation Projects”.

b. Customer shall pay the remaining balance of the Contract Price in phases as the different categories of the Work are completed by Company, including but not limited to Carpet, Laminate, LVT, LVP, VCT, Hardwood, Sand & Finish, Tile, Showers, Paint, Granite, etc.

c. Company shall be deemed to have completed a category of the Work even if transitions and other minor details, including elements of the Work on back order, are incomplete, and such transitions and other minor details shall not delay payment of the remaining balance.

d. If Customer purchased product through someone other than Company, and there is not enough product to complete the Work, then Customer shall pay to Company the remaining balance of the Contract Price, Customer shall order additional product to complete the Work, and Customer shall pay Company an additional $150.00 service fee to return and complete the Work.

e. Customer agrees that the remaining balance of the Contract Price after payment of the deposit shall be automatically charged to the same payment method used by Customer to pay the deposit without any additional notice to Customer as the different categories of the Work are completed by the Company. These payment methods may include credit card, debit card, PayPal account, bank account, or any other billing information. Customer specifically authorizes the Company to auto-bill the credit card, debit card, PayPal account, bank account, or any other billing information used by the Customer to pay the deposit.

BY EXECUTING THIS AGREEMENT, CUSTOMER IRREVOCABLY AUTHORIZES AND CONSENTS TO THE AUTOMATIC BILLING PROVISIONS SET FORTH HEREIN.

f. Notwithstanding the foregoing, HSS and/or Floor & Decor will collect the Contract Price from Customer for applicable projects.

g. Customers shall pay interest on all past-due amounts at the rate of eighteen percent (18%) per annum until the past-due amount is paid in full. Customer shall also pay an additional fee of ten percent (10%) for any amount:

(a) not paid to Company when due; or (b) paid by Customer via credit card if the credit card issuer later rejects or refuses to make the payment or Company is later required to reimburse the credit card issuer.

COMMENCEMENT AND COMPLETION OF THE WORK

The Parties shall mutually agree on dates for the Company to commence and complete the Work. Notwithstanding the foregoing, the Parties acknowledge that the Work may be delayed as a result of issues and events beyond Company’s control, including but not limited to delays in producing, procuring, delivering, or installing products where the delay is caused by differences with or among workmen, strikes, lockouts, labor disturbances of any kind, riot, war, fire, earthquake, flood, weather conditions, acts of God or the public enemy, insurrection, sabotage, embargo, epidemics, government interference, changes in the law, regulations or government policy, delays in transportation, inability to procure materials and equipment, inability to secure power or transportation, timing of deliveries from Company’s vendors or suppliers, and delays in performance by subcontractors. Accordingly, Company shall not be responsible nor liable to Customer for any losses or damages of any nature in connection with any delays in the commencement, performance and/or completion of the Work, including but not limited to any actual, direct, indirect, compensatory, consequential, incidental, liquidated, expectation, general, special, pecuniary, exemplary, or punitive damages.

The Parties agree that nothing in this Contract will be construed as creating a joint venture, partnership, agency or employment relationship between the Parties, nor will either Party have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other Party. Customer acknowledges and agrees that Company is an independent contractor and neither Company nor its directors, officers, agents, employees, or affiliates is or shall be deemed employed by Customer. Company reserves the right to determine the method, manner and means by which the Work shall be performed and is not required to: (1) perform the Work for Customer during any particular hour of the day or night; or (2) devote its full time to the performance of the Work. Furthermore, Company has other customers and it offers its services to the general public. Accordingly, the order and sequence in which the Company performs services for its customers shall be under the control of Company and its agents, employees and affiliates.

Customer is responsible for the following:

a. Verification of Materials. Customers shall verify the accuracy of the materials identified in the Contract, including but not limited to, as applicable: cushion, sub-flooring, transition moldings, wall moldings, grout color, grout type, and flooring material.

b. Verification of Installation Direction. Customers shall verify, as applicable, the plank and/or tile installation direction (straight, diagonal, custom pattern, etc.).

c. Jobsite Conditions. Many hardwood and laminate floors must be stored in the areas to be installed prior to installation to allow for acclimation. Temperature and humidity must be maintained within the manufacturer’s specifications during acclimation, installation, and after installation. Failure to maintain proper temperature and humidity may cause permanent damage to flooring. Customer shall be responsible for damage to flooring caused by Customer’s failure to maintain proper temperature and humidity for the flooring within the manufacturer’s specifications during acclimation, installation, and after installation.

d. Permits, Laws and Regulations. Customers shall procure and pay for any and all local, state, or federal permits, inspections, and fees imposed directly or indirectly in connection with the Work, as well as any laws and regulations.

e. Installation Date. Customers shall arrange for a responsible adult to be at the jobsite for the entire day of installation and shall provide Company with access to electricity and water (for tile and vinyl installation only) throughout the installation process.

f. Clear Path. Customers shall clear a path from the jobsite’s point of entry to the location where the product shall be placed. Prior to delivery, customers shall also clear all rooms which shall be affected by the product or its installation.

g. Specific Items. Customer shall move, disconnect, or reconnect the following items: (1) electronics; (2) gas appliances; (3) ice-maker refrigerators; (4) grand pianos; (5) aquariums; (6) waterbeds; (7) grandfather clocks; (8) antiques; (9) breakables; (10) bedding; (11) draperies; (12) slate pool tables; and (13) anything that may be fragile. Company shall not move, disconnect, or reconnect these specific items.

h. Furniture Removal. Customers shall remove all furniture from the Work area unless otherwise agreed in the Contract. If the Contract provides that Company shall remove furniture, Customer shall still be responsible for removing: (1) all items from china cabinets; (2) wall plaques and pictures from the Work area, as well as all rooms adjacent to the Work area; (3) bedding and pillows; (4) items from the top of dressers, tables, etc.; (5) dresser drawers; (6) all items from closets; and (7) the Specific Items identified above.

i. Tuning Pianos and Leveling Pool Tables. Customers shall tune pianos and level pool tables even if the Contract provides that Company shall move the piano and/or pool table.

j. Carpet Removal. Customer shall remove all staples used to secure the cushion and carpet to the subfloor, but not the existing tack strip if Customer is replacing wall-to-wall carpet. Company shall reuse or replace the existing tack strip depending upon its condition.

k. Ventilation. Customers shall properly ventilate areas where new flooring products are installed for at least forty-eight (48) hours after installation to avoid exposure to fumes and odors.

l. Damage Reporting. Customers shall report any damage to materials and/or property within three (3) days of the delivery or installation giving rise to the damage. m.Product Use. Customer shall not resell or sublicense the materials identified in the Contract and shall only use them for Customer’s own personal use. Any distribution of the materials identified in the Contract is strictly prohibited.

CHANGE ORDERS

The Work shall not be modified unless the Parties execute a mutually agreeable written change order. The change order, at a minimum, shall identify any modifications to the Work and the Contract Price.

MATERIAL AMOUNTS

Customer agrees that a two percent (2%) variance with respect to material widths is within mill tolerances and industry standards. Customers also agree that material overage of approximately ten percent (10%) is required for certain materials in order to cut, seam, and trim the materials. The amount of the materials ordered and the installation charges are based on the amount of material needed to complete the Work and not necessarily on the installed amount. Customers shall pay for any material that must be ordered if additional material is needed to repair or complete the Work due to inaccurate measurements without regard to whether the inaccuracy is attributable to the Company.

PRODUCT COLOR

Customer recognizes that color matching to samples will vary from dye lot to dye lot, and that hardwood, cork and bamboo are natural materials that will have color variations (including but not limited to variations between heartwood and sapwood, mineral streaks, and variations in the grain), and Customer agrees to accept color variances that fall within industry-established ranges. Customers also agree that shading, pooling, watermarking, shedding, fluffing or pile crushing are inherent characteristics of pile fabrics and do not constitute manufacturing defects. In addition, Customer agrees that missing tufts in looped carpet is not a defect and can be remedied by reinserting missing tufts by a qualified technician.

Customers acknowledge that subtle variations in color and surface texture may not be fully revealed when viewing products from a computer or other electronic device, and that actual products’ colors may vary from those depicted on a computer or other electronic device. Accordingly, customers agree to assume the risk of minor color or textural variations in the materials.

PRODUCT AVAILABILITY

Customer agrees that the Company may discontinue any product at any time without notice to Customer, and that all sales to Customer are subject to product availability. Customer shall be notified as soon as possible if a product ordered by Customer is unavailable due to a miscalculation of Company’s available inventory, and Customer’s sole remedy shall be a refund of the purchase price of the unavailable product. Company may, with or without prior notice to Customer: (1) limit the available quantity of or discontinue any product; (2) bar Customer from making any or all transaction(s); (3) refuse to sell products to Customer; and (4) limit quantities on orders placed by the same user (or account), the same credit card, or orders that use the same billing and/or shipping address.

Customers acknowledge that despite Company’s efforts to describe and display its products accurately in its marketing materials and in this Contract, delays in updating marketing materials may occur that are beyond Company’s control and a small number of the products may be incorrectly priced, described inaccurately, or unavailable.

COMPANY DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF THE INFORMATION PROVIDED WITH RESPECT TO ITS MARKETING MATERIALS AND THIS CONTRACT RELATING TO PRODUCT PRICES, EXACT PRODUCT FUNCTIONALITY OR PURPOSE OF USE, COLORS, SHAPES, SIZES OR AVAILABILITY, AND COMPANY MAY CHANGE OR UPDATE INFORMATION AND CORRECT ERRORS, INACCURACIES OR OMISSIONS WITH RESPECT TO ITS MARKETING MATERIALS AND THIS CONTRACT AT ANY TIME WITHOUT PRIOR NOTICE TO CUSTOMER.

Customer agrees that Company may cancel Customer’s purchase of any product identified in this Contract that is subject to pricing errors or any inaccuracies in Company’s marketing materials. Company shall notify Customer via email of any cancelled purchase.

PRODUCT AVAILABILITY

Customer agrees that the Company may discontinue any product at any time without notice to Customer, and that all sales to Customer are subject to product availability. Customer shall be notified as soon as possible if a product ordered by Customer is unavailable due to a miscalculation of Company’s available inventory, and Customer’s sole remedy shall be a refund of the purchase price of the unavailable product. Company may, with or without prior notice to Customer: (1) limit the available quantity of or discontinue any product; (2) bar Customer from making any or all transaction(s); (3) refuse to sell products to Customer; and (4) limit quantities on orders placed by the same user (or account), the same credit card, or orders that use the same billing and/or shipping address.

TYPOGRAPHICAL ERRORS

Customers acknowledge that despite Company’s efforts to describe and display its products accurately in its marketing materials and in this Contract, delays in updating marketing materials may occur that are beyond Company’s control and a small number of the products may be incorrectly priced, described inaccurately, or unavailable.

COMPANY DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF THE INFORMATION PROVIDED WITH RESPECT TO ITS MARKETING MATERIALS AND THIS CONTRACT RELATING TO PRODUCT PRICES, EXACT PRODUCT FUNCTIONALITY OR PURPOSE OF USE, COLORS, SHAPES, SIZES OR AVAILABILITY, AND COMPANY MAY CHANGE OR UPDATE INFORMATION AND CORRECT ERRORS, INACCURACIES OR OMISSIONS WITH RESPECT TO ITS MARKETING MATERIALS AND THIS CONTRACT AT ANY TIME WITHOUT PRIOR NOTICE TO CUSTOMER.

Customer agrees that Company may cancel Customer’s purchase of any product identified in this Contract that is subject to pricing errors or any inaccuracies in Company’s marketing materials. Company shall notify Customer via email of any cancelled purchase.

CHARGES ON BEHALF OF CUSTOMER

Customer agrees to pay all charges that may be incurred by the Company on behalf of Customer at the actual price(s) in effect when such charges are incurred, including without limitation all shipping and handling charges. All pricing is in United States currency (USD) unless otherwise stated in the Contract.

PRODUCT EXCHANGES

Customers may exchange an ordered product by requesting an exchange and completing a replacement order in writing within three (3) days of executing the Contract. Customers shall pay the full purchase price of the replacement product. Customer shall receive a credit against the purchase price of the replacement product in the amount of the purchase price of the original product less a restocking fee in the amount of twenty percent (20%) of the purchase price of the original product less any amounts paid to government entities, such as filing fees or taxes, or to other third parties with a role in processing your order. If Customer seeks to exchange an ordered product more than three (3) days after executing the Contract but before commencement of the Work, then Customer shall receive a credit against the purchase price of the replacement product in the amount of the purchase price of the original product less a restocking fee in the amount of thirty-three percent (33%) of the purchase price of the original product less any amounts paid to government entities, such as filing fees or taxes, or to other third parties with a role in processing your order.

Customers may not exchange an ordered product after commencement of the Work unless the Parties execute a change order. If applicable, credit card transaction refunds will be issued to the original credit card used to make the purchase, and cash or check transactions will be refunded via a corporate check which will be processed within fourteen (14) days of the return.

Customers are entitled to a refund for unused, undamaged products in unopened boxes (including all documentation, media or all other separate items or components included in the original shipment) that are purchased from store stock and returned within three (3) days of purchase. The amount of the refund shall be the purchase price of the product less a twenty percent (20%) restocking fee less any amounts paid to government entities, such as filing fees or taxes, or to other third parties with a role in processing your order.

Customers are entitled to in-store credit for unused, undamaged products in unopened boxes (including all documentation, media or all other separate items or components included in the original shipment) that are purchased from store stock and returned between three (3) and thirty (30) days of purchase. The amount of the refund shall be the purchase price of the product less a thirty-three percent (33%) restocking fee less any amounts paid to government entities, such as filing fees or taxes, or to other third parties with a role in processing your order.

Customers must present the original receipt to receive a refund or in-store credit and shall be responsible for pick-up and re-delivery charges. Credit card transaction refunds will be issued to the original credit card used to make the purchase. Cash or check transactions will be refunded via a corporate check which will be processed within fourteen (14) days of the return.

Products that are used, damaged, in opened boxes, especially ordered, cut from store stock rolls, clearance merchandise, remnants, and materials marked “As Is” or “Final Sale” may not be returned or cancelled, and under no circumstance shall any deposit for such products be refunded. Customers shall not be entitled to any other refund or in-store credit with respect to returned products.

LIMITED WARRANTY

Company hereby assigns to Customer any and all written manufacturer and/or fiber company warranties applicable to the products furnished and/or installed by Company. These product warranties shall be identified in a product warranty statement furnished by Company to Customer. Company makes no warranties to Customer with respect to the products it furnishes and/or installs, and Company shall not be responsible nor liable to Customer for any defective products. Customer’s sole recourse with respect to the products furnished and/or installed by Company shall be a direct claim against the manufacturer and/or fiber company based on the warranties assigned herein. This assignment shall be null and void if Customer fails to timely pay the Contract Price. Notwithstanding the foregoing, clearance merchandise, remnants, and materials marked “As Is” or “Final Sale” are sold without warranty and may not be returned for any reason.

Company warrants to Customer for a period of twelve (12) months that the installation of any products shall be performed in a commercially reasonable manner. The start date for this installation warranty shall be the last date that Company performed the Work. As an absolute condition precedent of any installation warranty claim, the Company must receive written notice from the Customer of the claim promptly upon discovery of the claimed defect but not later than the expiration of this installation warranty. Notwithstanding the foregoing, Company warrants to Customer for the period of Customer’s life that the installation of certain products shall be performed in a commercially reasonable manner, but only if the Contract expressly states that the product qualifies for a lifetime warranty. This installation warranty shall be null and void if Customer fails to timely pay the Contract Price. This installation warranty is not transferable and shall terminate immediately upon a conveyance, sale or transfer of the Work.

THE WARRANTIES SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF All OTHER REPRESENTATIONS AND WARRANTIES—WHETHER WRITTEN, ORAL, DIRECT, INDIRECT, STATUTORY, EXPRESS, IMPLIED, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE; AND INCLUDING ANY REGARDING THE LEGALITY, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR OR INTENDED USE OR PURPOSE WITH RESPECT TO THE WORK OR ANY OTHER MATTER WHATSOEVER—NOT SPECIFIED HEREIN. NOTWITHSTANDING THE FOREGOING, TO THE EXTEND THAT THE GOVERNING JURISDICTION PROHIBITS OR RESTRICTS THE DISCLAIMER OR WAIVER OF THE FOREGOING WARRANTIES, THE SCOPE AND DURATION OF ANY REQUIRED WARRANTIES SHALL BE LIMITED TO THE FULL EXTENT ALLOWED BY LAW.

LIMITED WARRANTY

Company hereby assigns to Customer any and all written manufacturer and/or fiber company warranties applicable to the products furnished and/or installed by Company. These product warranties shall be identified in a product warranty statement furnished by Company to Customer. Company makes no warranties to Customer with respect to the products it furnishes and/or installs, and Company shall not be responsible nor liable to Customer for any defective products. Customer’s sole recourse with respect to the products furnished and/or installed by Company shall be a direct claim against the manufacturer and/or fiber company based on the warranties assigned herein. This assignment shall be null and void if Customer fails to timely pay the Contract Price. Notwithstanding the foregoing, clearance merchandise, remnants, and materials marked “As Is” or “Final Sale” are sold without warranty and may not be returned for any reason.

Company warrants to Customer for a period of twelve (12) months that the installation of any products shall be performed in a commercially reasonable manner. The start date for this installation warranty shall be the last date that Company performed the Work. As an absolute condition precedent of any installation warranty claim, the Company must receive written notice from the Customer of the claim promptly upon discovery of the claimed defect but not later than the expiration of this installation warranty. Notwithstanding the foregoing, Company warrants to Customer for the period of Customer’s life that the installation of certain products shall be performed in a commercially reasonable manner, but only if the Contract expressly states that the product qualifies for a lifetime warranty. This installation warranty shall be null and void if Customer fails to timely pay the Contract Price. This installation warranty is not transferable and shall terminate immediately upon a conveyance, sale or transfer of the Work.

THE WARRANTIES SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF All OTHER REPRESENTATIONS AND WARRANT