Seller order acceptance is based on the condition that Buyer agrees to the terms and conditions herein. These terms and conditions shall govern upon
Buyer receipt of goods and such Buyer receipt of goods shall constitute Buyer assent to said terms and conditions. These terms and conditions
represent the final and complete agreement of Buyer and Seller, and no term or condition modifying or changing the provisions herein shall be binding
upon Seller unless made in writing, signed, and approved by an authorized representative of Seller. Modification of these terms and conditions shall not be effected by the shipment of goods by Seller following Seller receipt of a Buyer purchase order, shipping request, or other document containing printed terms and conditions additional to or different from those herein. Seller shall not be liable for the delivered condition of loose goods Buyer requests, as it is the policy of Seller to ship goods in cartons. Any measuring and or drawing take offs performed by Seller is performed as a courtesy to Buyer and Seller makes no representations as to quantities or sizes ordered, as same is the sole responsibility of Buyer. Sales of custom or special order goods are final. Buyer shall be charged for transportation cost increases resulting from Buyer requested order changes. Buyer shall be charged for all 3rd (third) party labor required as a result of an order.

 

PAYMENT

Invoices shall be paid in full prior to the shipment of goods. Invoices shall be paid in the form of cash, electronic wire transfer, bank check, or other
form of certified funds. Custom orders require a 65% (sixty-five percent) deposit. 

 

TAXES

Buyer shall pay taxes or excises now or hereafter levied by governmental authorities, whether federal, state, or local, upon the sale, use, or
transportation of goods covered herein. If Buyer claims a sale is exempt from tax it shall provide a Certificate of Exemption or Resale Number to obtain
removal of said tax from an invoice. If Seller is assessed tax on sales claimed to be exempt by Buyer, Buyer shall pay or reimburse Seller for payment of
same within 15 (fifteen) days of Seller notification to Buyer of same. Buyer shall indemnify and hold Seller harmless from any and all liability to the
appropriate taxing authorities for amounts including, but not limited to, interest and penalties. This paragraph shall survive delivery of and payment for
all orders.

 

TITLE

Seller shall retain title and a security interest in all goods it provides Buyer until Seller has been paid in full for same. Seller shall also retain the right to
file a lien against any and all property for which such goods are used until Seller is paid in full. Buyer hereby waives any notice requirement by Seller as
a condition precedent to file a Mechanics Lien.

 

RISK OF LOSS

Risk of loss for goods shall pass to Buyer when: (1) Seller tenders goods to an agent or employee of Buyer at the warehouse of Seller; (2) Seller tenders
goods to a carrier designated by either Buyer or Seller, whether or not such goods are required to be delivered to a particular destination; or (3) Seller
tenders goods to an agent or employee of Buyer at the jobsite or other premises of Buyer. Claims for shortage of or damage to goods shall be made
within 24 (twenty-four) hours of Buyer receipt of goods and shall be accompanied by a carrier signed delivery receipt denoting that the carrier received
goods from Seller in the condition Buyer claims.

 

CARRIER DESIGNATION

Seller reserves the right to designate a carrier for all sales which include delivery in the quoted price. If delivery of goods requires any of the following,
Buyer shall bear all expenses for same: (1) a permit; (2) the services of an engineer or other specialized personnel; or (3) results in the issuance of a
summons to Seller. Buyer shall receive an additional invoice for such additional expenses and the balance for same shall be due and payable subject to
the same terms and conditions as for the sale of goods herein.

 

TIMED DELIVERIES

Seller does not guarantee the date or time of delivery and disclaims all liability for consequences of delivery delay.

 

LIMITED WARRANTY

All stile and rail doors provided by Villa Doors comply with industry standards and are warranted against defects in materials and workmanship for a period of five (5) years from date of manufacture, subject to specific terms, to the original retail purchaser. Villa Doors warrants the doors at time of shipment to be of good material and workmanship and to be free of defects that would render the doors unserviceable or unfit for the ordinary recommended use.

 

Warranty Limitations and Exclusions:

• Defects caused by bow or non-alignment in the frame or jamb in which the door is hung, not allowing the door to swing freely.

• Warp not exceeding 1/4" in the plane of the doors up to 3'0" x 7'0", for larger doors, warp not exceeding 3/8" in the plane of the door. If the claimed defect is warp, Villa Doors may defer replacing the door for up to one year (twelve months) from the date of the claim or the date when the product was installed. This will allow the door to equalize to the humidity and temperature conditions of its surroundings.

• Natural variations in the color or texture of the veneer.

• Damages caused by the failure to comply with the care and handling instructions.

• Damages caused by attempts to repair the door other than by Villa Doors.

• Surface grain separation, small surface checks and imperfections, as well as shrinking or swelling of wood surfaces can appear over time due to the nature of wood when subject to extreme variations in moisture, humidity and dryness. This is part of the natural aging of wood and is not considered a manufacturing defect. Providing a stable environment for temperature and humidity along with proper finishing of the door will control this natural process.

• Misalignment or shrinkage of panels is not considered a defect.

• Damage by abuse or misuse of door, extremely low or high humidity, accidents, fire, flood, or other acts of God.

• Failure to properly seal and maintain the finish on all six sides of the door, including top and bottom of door, as well as the appearance of high gloss finish applications.

• Freight or handling damage after it leaves Villa Doors.

• 1 3/8" and 1 3/4" doors used in exterior application, high humidity environments or exposed to direct sunlight.

• Customer undersizing beyond the hardwood edge.

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All doors must be finished and maintained in the strictest conformity with the installation and finishing instructions. If decided by our representative that the required procedures and products were not used, it will void the warranty.

 

If warranted doors are found to contain defects as stated above, upon written notice to Villa Doors, we will at our option: (1) repair the door without charge or, (2) provide the equivalent replacement or, (3) refund the purchase price. This warranty does not include material or labor to refinish or rehang a repaired or replacement door.

If the purchaser installs, finishes or retains a door containing an obvious defect, for a period of more than 30 days, without giving written notice as required herein, or if a purchaser fails to give required written notice within a reasonable period after discovery of a latent defect, this warranty shall be null and void and Villa Doors shall bear no liability for said claim.

 

This warranty is in lieu of all other warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose. Villa Doors shall not be liable for any consequential or incidental damages in excess of the purchase price of the defective door, arising from breach of warranty or negligence. Some states do not allow the exclusion or limitation or incidental or consequential damages, so the above limitation or exclusion may not apply to you. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state.

 

No employee, salesperson, or representative of Villa Doors has any authority to change or modify this warranty in any way. If you have any questions regarding this warranty or have any claim under the provisions of this warranty, please contact Villa Doors.

 

CANCELLATIONS AND RETURNS

If Buyer fails to make payment in accordance with this agreement, a collateral agreement, or fails to otherwise comply with any provision hereof,
Seller, at its sole discretion, may cancel any unshipped portion of an order, in addition to any other available remedies. Buyer shall be liable for unpaid
balances. Buyer shall pay a restocking charge of 30% of the invoice price or $25.00 (twenty-five dollars), whichever is greater, plus all freight charges,
on goods accepted for return by Seller. All returns shall require prior Seller approval and obtain a return goods authorization number.

 

OVERDUE ACCOUNTS

Interest shall be assessed to Buyer at a rate of 1.5% (one-point-five percent) monthly or 18% (eighteen percent) per annum on all unpaid balances 30
(thirty) days past due. Interest amounts shall appear on Buyer account statements. Such account statements shall be deemed accounts stated if Buyer
fails to dispute same. If Seller retains counsel to collect unpaid balances, Buyer shall be liable for reasonable attorneys’ fees of Seller calculated on an
hourly basis and any additional court costs.

 

FORCE MAJEURE

If Seller performance is prevented or delayed by strikes, riots, lockouts, war, embargoes, or exceptional impediments to transportation, earthquake,
fire, action by Federal, State, or local government or authorities, action by foreign powers, acts of God, reduction of sources or supply, or any cause or
circumstance, not limited to the above, which is beyond the reasonable control of Seller, Seller shall not be held liable for the consequences thereof
and the obligation to make delivery or perform warranty service shall be suspended while the causes are in effect until the resumption of work after
termination of the causes. The foregoing shall apply even though one or more of the causes exist at the time of the order or occur after Seller
performance of its obligations are delayed for other causes.

 

GOVERNING LAW

This agreement shall be construed and governed by the laws of the State of New Jersey and the United State of America. If any provision of this
agreement is invalid, then all valid parts severable from the invalid part remain in effect. Buyer hereby irrevocably submits to the jurisdiction of any
state or federal court within the County of Passaic, New Jersey. Buyer agrees to the venue of said courts and that any dispute or legal action arising
from this agreement shall solely be entertained in such courts. Buyer further agrees to: (1) service of process by certified or registered mail, or by any
manner permitted by law; (2) irrevocably waive the defense of inconvenient forum; and (3) irrevocably waive trial by jury.