Cabinetworks Group, Inc. Standard Sales Terms and Conditions (All Brands).

Updated June 2025

This document sets forth the Cabinetworks Group, Inc., including its subsidiaries (“we”, “us”, or “our”), standard sales terms and conditions (together with any conditions contained in the quotation, if any, and Dealer Acknowledgement we previously furnished to you, “Terms”) that will exclusively govern the sale of our products specified on an applicable purchase order accepted by us (the “Products”) to the dealer specified on an applicable purchase order accepted by us (“you”) (taken together, the “Transaction”). If you provide us with any pre-printed terms and conditions that appear on any purchase order or other form document, they are rejected and will be of no force or effect. These Terms are deemed a part of and incorporated by reference into all other documents exchanged between the parties hereto relating to the sale and purchase of our Products, whether electronic or in writing, including, without limitation, all quotations, acknowledgements, packing slips, invoices and purchase orders.

1. APPLICATION OF TERMS. Our acknowledgement and acceptance of your order for our Products is expressly limited to and made conditional upon your acceptance of these Terms. We deem material, object to and reject any of your terms and conditions that are in addition to or different from these Terms unless we have expressly agreed to them in a writing signed by both parties (other than additional provisions specifying quantity, description of the Products ordered and shipping instructions). Unless otherwise agreed to in a writing signed by both parties, we will deem you to have waived any objection to these Terms if we have not received written notice of such objection within ten (10) days of the date of your order. In any event, you will be deemed to have agreed to these Terms if you accept any portion of the Products you order from us. You acknowledge that the prices we have quoted are predicated on the enforceability of these Terms, that the price would be substantially higher if these Terms did not apply, and that you accept these Terms in exchange for such lower prices.
2. DISCLAIMER OF WARRANTY. We extend express, written warranties on our Products in accordance with the terms, conditions and limitations of the applicable warranty (the “Warranty”) set forth on Product labels, specification booklets or other enclosures, or as otherwise provided by us to you, as applicable. Fulfillment of our Warranty obligations to the purchasers of our Products is our sole warranty obligation for our Products. EXCEPT AS EXPRESSLY PROVIDED IN OUR WARRANTY, WE DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL WARRANTIES TO YOU, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
3. LIMITATION OF REMEDIES. Your sole and exclusive remedy against us for any breach of our obligations in a Transaction or based on any other theory of liability will be limited, to the maximum extent permitted by law, at our option, to our repair or replacement of any non-conforming Product for which you make a claim or our issuance of a credit for such non-conforming Product in accordance with these Terms, the Warranty and any instructions we may give you for the return of the Product or otherwise. You must obtain a return authorization from us and give us a reasonable opportunity to inspect the Product and confirm the non-conformity. This exclusive remedy will not be deemed to have failed of its essential purpose so long as we are willing and able to repair or replace the non-conforming Product and, in any event, our liability for any damages due to you will be limited to the purchase price of the non-conforming Product, regardless of whether other damages were foreseeable. THIS SECTION 3 STATES YOUR SOLE AND EXCLUSIVE REMEDY.
4. LIMITATIONS ON ACTIONS AND LIABILITY. You agree that all of your claims arising under these Terms or a Transaction will only be valid for one (1) year from the date of the act, omission, inaction or other event that gave rise to such a claim, except for as limited by laws in your state. WE WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY RESULTING FROM DELAY IN DELIVERY OF THE PRODUCTS OR FOR ANY FAILURE TO PERFORM WHICH IS DUE TO CIRCUMSTANCES BEYOND OUR CONTROL OR THE CONTROL OF OUR SUPPLIERS, INCLUDING WITHOUT LIMITATION FAILURE OR DELAY IN TRANSPORTATION, ACTS OF ANY GOVERNMENT OR ANY AGENCY OR SUBDIVISION THEREOF, JUDICIAL ACTION, LABOR DISPUTES, FIRE, ACCIDENT, ACTS OF NATURE, SHORTAGE OF LABOR, FUEL OR RAW MATERIAL, OR MACHINERY OR TECHNICAL FAILURE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR MAXIMUM LIABILITY, IF ANY, FOR ALL DAMAGES, INCLUDING WITHOUT LIMITATION CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM OUR BREACH OF THESE TERMS, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT WITH RESPECT TO THE PRODUCTS, IS LIMITED TO AN AMOUNT NOT TO EXCEED THE THEN-CURRENT WHOLESALE PRICE OF THE PRODUCTS. IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST REVENUES AND PROFITS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR RIGHT TO RECOVER DAMAGES WITHIN THE LIMITATIONS SPECIFIED IN THIS SECTION 4 IS YOUR EXCLUSIVE ALTERNATIVE REMEDY IN THE EVENT THAT THE REMEDY IN SECTION 3 FAILS OF ITS ESSENTIAL PURPOSE.
5. ORDERS. You are solely responsible for all aspects of your orders (either by online ordering or otherwise) submitted to us. Each order is subject to our acceptance in our discretion. We shall have no liability to you or any third party if we do not accept an order or are unable to supply Products for any reason. We may extend credit to you for the purchase of Products upon such terms and conditions and in such amounts established by us in our sole discretion from time to time.
6. PRICES, TERMS, SHIPMENT AND DELIVERY SCHEDULES. Unless we otherwise agree in writing, or as may otherwise be provided on the face of our invoice, you will pay the prices for the Products in effect at the time of shipment and all prices are 1% 10 Net 30 days from date of invoice; no cash discount is allowed; and you may not setoff or assert a counterclaim. We have the right to change our prices and price lists at any time, without notice to you, except with respect to the Products covered by an accepted purchase order issued by us that contains confirmed Product prices, but only with respect to the quantity of Products covered by such purchase order. In addition to the prices specified, you agree to pay any federal, state or local excise, use, occupational or similar tax now in force or to be enacted in the future, assessed against you or us due to a Transaction. Taxes, duties, tariffs and other government charges or fees of all kinds related to your order of Products from us (other than our income taxes and property taxes), and our shipment of Products to you, are borne by you, unless our acceptance of your purchase order expressly and unequivocally indicates that we will be responsible for those costs. If tariffs or other duties related to global trade are implemented and such tariffs or other duties increase the cost of Products to us, then we may immediately pass such cost through to you through a surcharge. Unless we otherwise agree in writing, shipments will be by a carrier and by the route selected by us; the carrier will act as your agent; delivery by us to such carrier will constitute delivery to you; and all shipments under your order will be made F.O.B. our shipping point, at which time title and all risk of loss will pass to you, provided that we will retain, and you hereby grant to us, a security interest in any Products we ship to you until the full purchase price is paid by you. You will pay all freight charges and assume the risks of transportation, including delay, damage and loss, unless we otherwise agree in writing. The promised delivery date is our best estimate possible of when we will ship the Products.
7. VARIATIONS IN QUANTITIES, SHORTAGES AND ALLOCATION. Except for custom Products, deliveries scheduled to be made by us over an extended number of shipments may vary from your order in quantities not to exceed ten percent (10%), plus or minus, of each Product involved (unless otherwise agreed to in writing) and we will adjust the billing accordingly. You must make all claims for shortages within fifteen (15) days of your receipt of shipment. We will not be responsible for any claim for shortage not reported within that period. In the event of a shortage or other contingency due to circumstances beyond our control or the control of our suppliers, we may allocate production and deliveries among our customers in such manner as we determine in our sole discretion.
8. PATENT OR TRADEMARK INFRINGEMENT. If the Products we sell to you are manufactured according to your specifications, you will defend, hold harmless and indemnify us against any claims, liability, costs or attorneys’ fees incurred in relation to any claim arising out of your specifications or design, including any claims for patent, trademark or other intellectual property infringement.
9. CONFIDENTIALITY. If your personnel visit our facility(ies) or you otherwise receive any proprietary or non-public information from us, you will retain and treat such information as confidential and will not use or disclose such information to any third party without our prior written consent. Upon our request, you shall return or destroy all such information. Your obligations under this Section 9 shall survive the cancellation, termination, or completion of the order.
10. CREDIT APPROVAL AND PAST DUE ACCOUNTS. You will furnish to us all financial and related information reasonably requested by us from time to time for the purpose of establishing or continuing your credit limit. Shipment and delivery of Products will at all times be subject to the approval of our credit department and we may at any time decline to make any shipment or delivery, except upon receipt of payment, your providing security acceptable to us or upon other terms and conditions satisfactory to us. You agree that we may file a uniform commercial code financing statement with respect to the Products we sell to you in order to protect our interest in such Products until you make full payment of the purchase price. We will be entitled to collect from you interest on all past-due accounts at the maximum rate of interest allowed by law.
11. CANCELLATION AND RETURNED GOODS. You may cancel orders only with our written approval. You will need our approval, and our issuance of a return authorization, before returning any Products to us. If you cancel an order, in whole or in part, that incorporates special material, parts, components or other items that we do not typically buy, sell or use in connection with our standard Product offerings (i.e., a non-standard special order), you will pay us: (a) the previously agreed upon price of all completed items; (b) with respect to partially completed or not completed Products, the cost of any materials and supplies that we have purchased in order to perform and which we cannot use for other or similar purposes or readily resell at our full cost; and (c) charges for cancellation of tool orders or tool removal charges.
12. SHOWROOMS, STAFF, AND MARKETING. You shall maintain suitable offices, showrooms and trained and qualified staff as reasonably necessary to fulfill your obligations under these Terms. You shall provide prompt, efficient and courteous service and support to all of your customers. You shall develop marketing strategies, as appropriate, to promote and sell Products to your customers. You shall maximize the Products’ share of your sales of products similar to Products to your customers and shall meet or exceed any purchase goals, sales goals, and other performance criteria established by us in our reasonable discretion from time to time, including without limitation, all criteria corresponding to offered dealer marketing programs. We may amend or change the Products or the territory set forth in the Dealer Acknowledgement (the “Territory”) in our discretion upon notice.
13. PROGRAMS. You shall comply with all sales, advertising, display, promotional and other policies and programs concerning the Products that we may publish from time to time (collectively, “Programs”). These Programs are available from us through our internet-accessed dealer business site or upon request. We may amend or terminate any Program upon notice in our discretion. You may advertise and sell Products on or using the internet, but any Products sold by you on or using the internet must be received in the Territory by your customer. You shall not sell, solicit the sale of, or deliver any Products outside of the Territory without our prior written consent. You shall comply with all applicable laws, codes and regulations.
14. DEFAULT. If we default on a material obligation, you will provide written notice to us specifying our default and we shall have thirty (30) days to remedy such default. If such default is not excusable under any provision of these Terms, and we have not remedied such default within thirty (30) days after our receipt of such notice of default, you may terminate the uncompleted portion of the Transaction, in whole or in part, by providing fifteen (15) days’ prior written notice of termination to us, during which we shall have the right to cure such default. If we deliver non-conforming Products to you, you will have the rights set forth in Section 3 of these Terms but such delivery will not be deemed a default for which our performance may be terminated.
15. TERMINATION. We may terminate the Dealer Acknowledgement and these Terms in our discretion, with or without cause, upon thirty (30) days’ prior written notice. We may terminate the Dealer Acknowledgement and these Terms immediately by giving you written notice that the termination is for cause. “For cause” shall include, but not be limited to, your (a) failure to maintain a good credit standing with us, (b) failure to pay all invoices in accordance with the payment terms, (c) failure to perform any of your obligations under the Dealer Acknowledgement or these Terms, (d) making any false report or claim or providing any false information to us, or (e) engaging in conduct that, in our sole discretion, creates a conflict of interest that may be detrimental to our business or reputation. Upon termination, you shall promptly pay all amounts owed to us, and all of your rights under the Dealer Acknowledgement and these Terms, including any rights related to the Marks, shall cease immediately. In addition, you shall promptly remove all Product displays from your showrooms. Neither party shall be liable to the other for compensation or damages of any kind whatsoever arising from or caused by any termination of the Dealer Acknowledgement and these Terms pursuant to Sections 14 and 15 herein.
16. ASSIGNMENT. You cannot assign any order or any claim against us arising directly or indirectly out of or in connection with an order without our prior written consent. We may assign, without consent, any Transaction and these Terms to any subsidiary or affiliate of ours or to an entity or person that acquires all or substantially all of the business to which the Transaction and these Terms relate.
17. APPOINTMENT OF OTHER DEALERS AND RESELLERS. We may appoint other dealers or resellers to, and may ourselves directly, promote, sell and service Products. You may appoint other dealers or resellers to sell Products, provided, however, that (a) any such appointment shall be consistent with the provisions set forth in these Terms, including, without limitation, that Products may be sold only from approved locations within the Territory, if any, and only to customers located in the Territory, and (b) you comply with any other conditions that we may establish from time to time, including, without limitation, any conditions set forth in your Dealer Acknowledgement.
18. TRADEMARKS. We grant you a non-exclusive, non-transferable and revocable right to use our applicable trademarks, trade names, service marks, designs, and other brand indicia (“Marks”) solely in connection with your sale of Products and your performance of your obligations under these Terms. You shall not use any of the Marks, in whole or in part, in any dealer-used name without our prior written consent. You shall not apply for or obtain registration of any of the Marks or of any other matters that we believe is confusingly similar. You shall use the Marks in accordance with any policy established by us concerning the use of the Marks. You also acknowledge our exclusive ownership rights in the Marks, the validity thereof and the valuable reputation and goodwill attached thereto. All use of the Marks and goodwill associated with the Marks shall inure to our benefit. We may promptly revoke this right, terminate the Dealer Acknowledgement, any accepted purchase orders, and/or exercise any other rights we may have if you use the Marks in a manner that we consider inappropriate or inconsistent with any of our applicable policies.
19. PATENTS, INVENTIONS, TECHNICAL DATA AND INDEMNIFICATION. You do not and will not acquire ownership of or any other rights in our patents, inventions, technical data and/or other intellectual property (such as brands, trade names and copyrights) under any order, regardless of when such patents, inventions, technical data and/or other intellectual property may be or have been issued, conceived, generated or produced. We reserve all of our rights in our patents, inventions, technical data and/or other intellectual property and you will not reproduce or use it for any purpose whatsoever without our prior written permission. We may provide technical assistance and information to you in connection with the sale of our Products but such technical assistance and information is furnished for your accommodation and you are solely responsible for your business, including the application of such information, using your own technical expertise and know-how. You shall indemnify, defend and hold us and our respective officers, directors, employees and agents, harmless from and against all liabilities, losses, claims, costs and expenses (including reasonable attorneys’ fees) related to any claim, investigation, litigation or proceeding (whether or not we are a party) that arises or is alleged to arise from your acts or omissions under these Terms or in any way with respect to our Products. We may, at our sole discretion, provide you with certain materials produced by us including without limitation, digital images, video, audio, and printed materials (“Assets”). You acknowledge that we maintain all ownership rights to the Assets. The Assets are provided under a non-exclusive and revocable license from us to you for the sole purpose of use in promoting our Products. The Assets shall be used in a reasonable manner and, if instructions are provided by us, in the manner requested thereby. We may, at our sole discretion, instruct you at any time to cease any use of the Assets. You may not translate, recast, edit, alter, modify, or create any derivative work without our express written permission and may not license, sublicense, or otherwise grant the rights given to you under this license to a third-party. You will protect the Assets and will provide us notice of any actual, suspected, or threatened misuse or infringement of the Assets. You agree to indemnify, defend, and hold us harmless against any third-party claim of whatever kind arising out of your use of the Assets.
20. NON-CONFORMING FURNISHED PARTS AND/OR MATERIALS. We will not be responsible, and all risk of loss, damage or destruction or deterioration will pass to you, for any parts and/or materials that you furnish to us that do not conform to specifications, that have been damaged or for any other reason are unsuitable for further processing. You will indemnify, defend and hold us harmless from any claim, such as damage to our facilities or equipment, arising from such parts or materials. We will be entitled to charge you for storage of such parts and/or materials if you have not removed them from our premises within ten (10) days after we give such notice to you.
21. REMEDIES. Our rights and remedies will be cumulative and additional to all other remedies provided by law or equity. We will be entitled to recover costs and attorneys’ fees in the enforcement or defense of any rights under these Terms or with respect to any Transaction.
22. INDEPENDENT CONTRACTOR. You are an independent contractor and agree that neither these Terms nor the parties’ relationship shall be deemed to create a partnership, franchise, joint venture, principal and agent, fiduciary or any other association or relationship. You acknowledge that you have not paid, and are not obligated to pay, to us or any designee of ours, any fee or payment, direct or indirect, for the right to enter into these Terms or to sell Products under these Terms.
23. NO AUTHORITY TO BIND. You have no power or authority to bind, or to assume any obligation on behalf of, us, including, without limitation, any warranty or promise related to the Products. If you extend any warranty or make any representation concerning the Products beyond our express, written Warranty (which Warranty we may amend in our discretion) offered when the Product at issue is sold to you or assume any obligation whatsoever, you shall be solely responsible for the performance thereof and have no recourse against us. You shall indemnify, defend and hold us harmless from any claim or cause of action whatsoever arising out of or relating to your warranty, representation or obligation or from your acts or omissions in connection with these Terms. You shall procure and maintain, at your own cost, insurance in types and amounts sufficient to cover your obligations under these Terms and your and your agents’ conduct.
24. GOVERNING LAW AND FORUM. These Terms and each Transaction will be construed and interpreted, and the rights of the parties determined, in accordance with the laws of the State of Michigan without regard to any conflict of laws provisions that might otherwise apply. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms or any Transaction. You agree to exercise any right or remedy in connection with these Terms or your orders exclusively in, and you agree to submit to the jurisdiction of, the appropriate state or federal court of Wayne County, Michigan.
25. ENTIRE AGREEMENT. These Terms contain our entire agreement relating to each Transaction. These Terms may not be waived, changed, modified, extended or discharged except by an agreement in writing that is signed by an authorized representative of the party against whom enforcement of any such waiver, change, modification, extension or discharge is sought.