These terms and conditions govern the sale of Products (“Product or Products”) and services (“Services”) by Magnolia Cabinetry LLC d/b/a Magnolia Cabinets (“Magnolia Cabinets”, Magnolia Cabinetry” or the “Company”) and its affiliates (together, the “Company”).  Sales of Products and services are identified on a delivery, installation, packing list, sales order, quotation, 20/20 design, order acknowledgement, or invoice (collectively, the “Sales and Delivery Documents”) issued to Customer, and includes any related services including deliveries.

These terms and conditions (“Agreement”) take precedence over Customer’s supplemental or conflicting terms and conditions to which notice of objection is hereby given. Neither Company’s commencement of performance or delivery shall be deemed or construed as acceptance of Customer’s supplemental or conflicting terms and conditions. Magnolia Cabinetry’s failure to object to conflicting or additional terms will not change or add to the terms of this agreement. 

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Any and all individuals signing Sales and Delivery Documents on behalf of Customer represent and warrant to Company they are authorized to do, so and acknowledge these terms and conditions shall be binding upon Customer. Customer affirms and ratifies any individual signing a Ticket on behalf of Customer is authorized to place such order. 

Customer’s signature on the Sales and Delivery Documents constitutes acceptance of the terms and conditions, which are incorporated by reference to any and all subsequent change orders, modifications, or new orders. Company’s corresponding signature on the Ticket signifies acceptance of the order and constitutes an executed order.

Prices:

The prices of the Products are those prices specified on the front of the Quote, Sales Order or Invoice. Pricing for undelivered Products may be increased in the event of an increase in Company’s cost, change in market conditions or any other causes beyond the Company’s reasonable control. 

Price quotations shall automatically expire in thirty (30) days from the date issued, or as otherwise stated in the quotation. 

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Pricing for undelivered Products may be increased upon written notice to Customer prior to shipment due to increases in Company’s costs, changes in market conditions, tariffs, or other causes beyond Company’s reasonable control.

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Taxes:

Unless otherwise agreed to in writing by Company, all prices quoted are exclusive of shipping and delivery, insurance, duties, tariffs, and taxes, including federal, state, local, sales, excise and value added, goods and services , and any other taxes. 

 

Customer agrees to indemnify and hold Company harmless for any liability for tax in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon. When applicable, shipping, delivery and taxes shall appear as separate items on Company’s invoice.

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Limitation of Liability:

To the fullest extent permitted by law, Company’s total cumulative liability arising out of or related to this Agreement, the Products, or Services, whether in contract, tort, warranty, or otherwise, shall not exceed the total amount paid by Customer for the specific Products giving rise to the claim. In no event shall Company be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of use, delay damages, or claims by third parties.

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Payment:

Payment may be made by check, money order, credit card, PayPal or wire transfer (all fees are borne by the Customer) and is due upon acceptance of Quotation unless otherwise agreed in writing.

 

Where Company has extended credit to Customer, terms of payment shall be net thirty (30) days from date of invoice, without offset or deduction unless otherwise noted. On any past due invoice, Company may charge interest at the rate of one and a half percent (1.5%) per month. 

 

If Customer fails to make each payment when it is due, Company reserves the right to modify or withdraw credit and thereby suspend or cancel performance under any or all purchase orders or agreements in which Company has extended credit to Customer. In the event of default by Customer, Company shall be entitled to costs, fees, and expenses, including but not limited to recovery of attorney fees, court costs and fees, and collections expenses. Company may withhold shipment, delivery, or release of Products pending payment of any outstanding balances.

 

Order Processing:

The Company makes every effort to meet the estimated delivery date specified in the Sales and Delivery documents. However, this date is an estimate, and it may change due to events or circumstances either within or outside the Company’s control without otherwise impacting the Agreement. 

Back Order:

In the event that certain Products ordered are subsequently determined by the Company to be out-ofstock, Customer will be informed of the new estimated delivery date. Once notified of the new estimated delivery date, Customer may request the Company in writing via email, to:

a. wait until all Products are in-stock and ship a complete order.
b. ship in-stock Products immediately and out-of-stock Products upon receipt by the Company. 
     Customer will be responsible for additional shipping charges.
c. replace out-of-stock Products with in-stock Products and ship the order. Customer will be responsible for any additional

    difference in price.
d. cancel the out-of-stock Products within three (3) business days. 

Cancellation:

Orders for any Products may be cancelled by Customer for any reason at any time during the same business day of the order date.

For certain in-stock Products, including flat pack (Ready-to-Assemble) cabinets and kit materials such as lighting, faucets, and etc., Customer cancelations after the order is shipped will be subject to a twenty five percent (25%) restocking/processing fee and the Customer will be responsible for any shipping fee incurred. 

 

Orders for standard order Products may be cancelled after the next business day but are subject to a fifteen percent (15%) restocking fee. 

 

All cancellations must be made in writing with notice of acceptance of such cancellation by Company for such cancellation to be effective.

 

Orders for special order Products may NOT be cancelled after 5:00pm EST the next business day under any circumstances. 

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Shipping & Delivery:

All Products are sold at FOB Company warehouse in the Commonwealth of Virginia. Shipping and delivery may take place by Company truck or by third party delivery company. Company or third-party delivery company will confirm delivery schedule with Customer. Delivery services include: 

a. Company Tailgate Delivery Service – Driver will bring the Products to the back (tail) of the truck,Customer is responsible for

    receiving the Products from the back of the truck.

 

b. Company In-Unit Delivery Service – Driver will bring the Products to the Customer’s unit. This service is available for an

    additional fee and must be scheduled at time of order.

 

c. Third Party Full Truck Load Delivery Service – Customer is responsible for offloading/receiving the Products from the truck.

 

d. Third Party LTL Delivery Service – All LTL orders are packaged in individual boxes, placed on a pallet and shrink wrapped.

     Driver will place the pallet on the ground, where the Customer is responsible for taking possession. Lift gate service fees will

     be applied and Limited Access fees will be applied where destinations are not tractor/trailer accessible. Shipping charges

     cover only one delivery attempt, and additional shipping and handling fees will be applied for delivery failure due to

     Customer. 

 

A responsible party must be present to receive, inspect, and sign off on delivery. Any missing or incorrect items, shortage, Products damage, or packaging damage must be notated on the Company’s Packing List(s) or Driver’s BOL (bill of lading) document. Freight Claims for damaged items must be reported/filed within three (3) business days. Please see Returned Merchandise below to file a claim.

 

Products shall be deemed accepted upon delivery unless Customer provides written notice of non-conformity within three (3) business days of delivery. Failure to timely notify Company shall constitute irrevocable acceptance of the Products.

Same Day Pick Up:

Certain in-stock Products, including flat pack (Ready-to-Assemble) cabinets and kit materials may be picked up by Customer on the day of order, pending item quantity.

Order must be placed before 10:00am EST to be picked up between 1:00pm to 3:00pm EST, order placed after 10:00am EST will be available to be picked up next day between 8:00am to 11:00am EST. 

Such orders not picked up within five (5) business days of receipt of pick up notification will be subject to a fifteen percent (15%) restocking/processing fee.

Warranty:
All Products sold by Company come with the Manufacturer’s standard warranty. No other warranty is provided, either express or implied, and no other representation is made by Company as to the Products’ suitability or intended use. The Company’s Warrant Terms can be found here: https://www.magnoliacabinets.com/cabinet-warranty and are incorporated herein by reference in their entirety.

 

Warranty Disclaimers:

Set forth below is a summary of some of the characteristics of the wood and finishes of Magnolia Cabinetry. The warranty does not cover these variations set forth below.

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a. WOOD AND COLOR VARIATIONS: Wood is a product produced from trees in nature. As a result, cabinets may vary in color,

    texture, and grain. Wood has natural characteristics, including variations in color, grain, mineral streaks, pinholes and knots

    are not defects. Color variations in cabinets, particularly stained cabinets, are also a natural occurrence due to species, age,

    character of cabinets, and exposure to UV light, smoke, certain household cleaners, sunlight, extreme temperatures, and

    other environmental conditions. For these reasons, new and/or replacement cabinets may not match display samples and/or

    existing cabinets. This may result in overall color variations and is not a defect under this warranty.

 

b. WOOD DOORS, DRAWER FRONTS, AND FACE FRAMES: Wood naturally undergoes expansion and contraction

    movements over the years as it compensates and adjusts to the changing atmospheric humidity and temperature

    conditions. It is very common for center panels on doors to shrink, expand, or move during these changes. Typically, the

    panel will return to its normal position within a year once it has adjusted to seasonal changes. It is for these same reasons

    that it is very common for doors to warp during these periods. Doors that are warped up to ¼” are not considered defective.

    Painted doors, drawer fronts, and face frames may eventually have visible cracking around the joint areas, and cabinet colors

    may darken or lighten over time. These variations are natural elements of the material due to their environmental exposure

    and are not covered under this warranty.

 

c. PAINTED FINISHES: Plywood is a non-porous, smooth grained wood. Wood by nature undergoes periods of expansion and

    contraction while it adjusts to atmospheric conditions mentioned above. As such, finish stress lines may become visible on

    painted cabinets, especially at the joints and are not considered defects.

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d. GLAZED FINISHES: A glazed finish by character is an uneven finish and can result in overall color, texture, and finish

    variations, and these are not considered defects.

Returned Merchandise:

No Products may be returned by the Customer to the Company without first obtaining a Returned Merchandise Authorization (“RMA”). An RMA may be requested by the Customer for the return of:

 

a. Undamaged Standard Order Products - An RMA for undamaged standard order Products to be returned is subject to a

    twenty five percent (25%) restocking fee. If the Company is required to pick up the Products, the Customer will also be

    responsible for associated pick-up fees.

a. Damaged or Defective Products - An RMA for damaged Products to be returned must be requested within three (3) business

    days of the Products’ delivery or pick up. The Company, in its sole discretion, may provide a replacement part or may

    provide a replacement Product in its entirety. Expedited shipping is NOT available for replacement parts. Company will not

    be responsible for any labor costs incurred during installation due to Products that may have been flawed or damaged in

    transit.

 

Certain Products may NOT be returned, including:
a. ASSEMBLED cabinets Products
b. Glass package, molding, filler, panel and accessory Products
c. Special order Products
d. Flat Packed cabinet (Ready-to-Assemble) Products that have been assembled

Company reserves the right to determine the method by which damaged or defective Product issues will be resolved. Company further reserves the right to deny a defective product RMA request if it determines, in its sole discretion, that the defect is within a normal tolerance. Company may also deny a damaged Product RMA request in its sole discretion if it believes the Company, its supplier or its shipping agent were not the source of the damage. All returned Products must be returned in the original Product packaging within five business days of the approved RMA request. All returned Products must be unused, uninstalled, and in resalable condition, as determined by Company in its sole discretion.

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Force Majeure:
Company shall not be liable for failure or delay in performance due to events beyond its reasonable control, including but not limited to acts of God, labor disputes, material shortages, transportation delays, governmental actions, tariffs, or supplier disruptions.

Dispute Resolution:
Customer and Company will attempt in good faith to resolve promptly any dispute arising out of or relating to this Agreement or the breach thereof. If a dispute should arise, Customer and Company agree to submit the dispute to the terms below:

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Dispute Resolution – Mandatory Binding Arbitration

a. Exclusive Dispute Resolution Process. Any dispute, controversy, or claim arising out of or relating to these Terms and

    Conditions, including the breach, termination, enforcement, interpretation, or validity thereof (each a “Dispute”), shall be

    resolved exclusively and solely by final and binding arbitration as set forth below. The parties expressly waive any right to

    bring a lawsuit in any court, except to enforce an arbitration award or seek interim injunctive relief.

b. Governing Law and Venue. This arbitration agreement shall be governed by and construed in accordance with the laws of

    the Commonwealth of Virginia, without regard to its conflict of laws principles. The arbitration shall be conducted in Sterling,

    Virginia.

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c. Arbitration Procedure. The arbitration shall be administered by the American Arbitration Association (“AAA”) under its

    Commercial Arbitration Rules then in effect, or by another mutually agreed-upon arbitration service. The arbitration shall be

    conducted by a single arbitrator experienced in commercial contract disputes. If the parties are unable to agree on an

    arbitrator, the administrator shall appoint one pursuant to its rules.

d. Costs and Fees. The costs of the arbitration, including the arbitrator’s fees and administrative expenses, shall be shared

    equally by the parties, unless otherwise awarded by the arbitrator. Each party shall bear its own attorney’s fees and other

    costs, unless the arbitrator determines that an award of such fees and costs is appropriate.

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e. Injunctive Relief Exception. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief

    from a court of competent jurisdiction located in Loudoun County, Virginia, to prevent irreparable harm, preserve the status

    quo, or enforce confidentiality or intellectual property rights, pending final resolution through arbitration.

f.  Final and Binding Award. The arbitrator’s award shall be final and binding on the parties and may be entered and enforced

    in any court of competent jurisdiction.

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Miscellaneous Items:
This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, representations, or understandings, whether written or oral. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect. Customer represents that it is purchasing Products for commercial or business use and not for personal, family, or household purposes.