Terms & Conditions

LEGACY CABINETS LLC PURCHASE ORDER AGREEMENT TERMS AND CONDITIONS

All purchase orders issued by Legacy Cabinets LLC (“Buyer”) are made subject to these terms and conditions (collectively, any purchase order(s) together with these terms and conditions are referred to as the “PO Agreement”). This PO Agreement is between the Buyer and the Seller listed on the front of the PO Agreement (“Seller”). The PO Agreement constitutes Buyer’s offer to Seller to supply named products (“Purchased Products”) or services (“Purchased Services”) and becomes a binding contract pursuant to the terms and conditions set forth herein upon acceptance by Seller or on Seller’s commencement of performance hereunder. No term or condition stated or referenced by Seller in accepting or acknowledging this PO Agreement shall be binding upon Buyer or shall supersede this PO Agreement if in conflict with, inconsistent with, or in addition to the terms and conditions contained herein unless such terms are reduced to writing and signed by an authorized representative of the Buyer. Any additional or different terms proposed by Seller are objected to and rejected unless expressly assented to in writing by Buyer’s authorized representative. In the event there
are conflicting terms and conditions between the PO Agreement and a prior, additional valid agreement fully executed by both parties (the “Other Agreement”), the Other Agreement will prevail until its termination pursuant to its terms. No revisions to the PO Agreement shall be valid unless in writing and signed by an authorized representative of the Buyer.

1. ACCEPTANCE. By accepting this PO Agreement in writing or by shipping the Purchased Products or performing the Purchased Services specified in the PO Agreement (including partial performance), Seller accepts the PO Agreement and agrees to be bound by the terms and conditions provided herein.
2. TIMELY PERFORMANCE. Seller acknowledges and agrees that time is of the essence in the delivery of the goods and/or completion of the services within the timeframe mutually agreed upon by Buyer and Seller, is vital to the interest of Buyer, and that failure to provide the goods or complete the services within such timeframe constitutes a breach of this PO Agreement.
3. CHANGES. Buyer reserves the right at any time prior to shipment to make a change as to: (1) specifications; (2) method of delivery; (3) place of delivery, (4) schedule of delivery and the (5) quantities of delivery. No change made pursuant to this paragraph shall nullify or otherwise alter the other terms and conditions of the PO Agreement unless specified by Buyer in writing.
4. CANCELLATION. Buyer reserves the right to cancel this PO Agreement, or any portion of thereof, without liability, if: (a) as time is of the essence in this PO agreement, delivery and/or performance is not made when and as specified; (b) Seller fails to meet contract commitments as to exact time, price, quality or quantity; (c) Seller ceases to conduct its operation in
   the normal course of business; (d) Seller is unable to meet its obligations as they mature; (e) proceedings are instituted against Seller under the bankruptcy laws or any other laws relating to the relief of creditors; (f) a receiver is appointed or applied for by Seller; and/or (g) any assignment is made by Seller for the benefit of creditors. Buyer also reserves the right
   to cancel for any other reason permitted by the applicable laws then in effect in the State of Alabama. In the event of a cancellation, Buyer shall have no further obligations to Seller except to pay for deliverables that were provided to and accepted by Buyer prior to such termination. Upon termination, Seller shall provide any transition assistance that may be reasonably requested by Buyer.
5. DELIVERY. Seller shall deliver the goods or services to Buyer by the agreed-upon or otherwise appropriate conveyance no later than by the date(s) specified in the PO Agreement.
6. INSPECTION AND REJECTION. All goods are subject to final inspection and acceptance by Buyer at destination notwithstanding any payment. Such inspection will be made within a reasonable time after Buyer’s receipt of goods. Buyer shall notify Seller if any goods delivered hereunder are rejected, and at Buyer’s election and Seller’s risk and expense, such goods shall be held by Buyer or returned to Seller. No replacement or correction of nonconforming goods shall be made by Seller unless agreed to in writing by Buyer.
7. INVOICING. Invoices shall be remitted immediately after shipment of goods or rendering of service is complete to the address shown on the face of the PO Agreement and including an “attention to” line indicating the Seller’s primary business contact at Buyer. Delays in receiving invoices, errors or omissions on invoices, or lack of supporting documentation required by the terms of this PO Agreement will be cause for postponing the start of the payment terms
   until the correct information is received. Buyer will not be responsible for charges on invoices received more than 120 days after the rendering of service or shipment of the goods is complete unless indicated otherwise in a written agreement between Buyer and Seller.
8. PAYMENT. In consideration of the completion of the obligations by Seller and acceptance by Buyer under the PO Agreement, Buyer will pay all valid invoice amounts pursuant to this PO Agreement. Payment terms are net 30 days from receipt of invoice unless indicated otherwise in a written agreement between Buyer and Seller.
9. DISPUTED CHARGES. Where any item or items on an invoice are disputed, Buyer may withhold payment for the item or items so disputed until such time as the dispute is resolved.
10. SELLER’S REPRESENTATIONS AND WARRANTIES. Seller represents and warrants that: (a) Seller owns all rights, title and interest in the products and services and has legal authority to sell, license or otherwise transfer the right to use or sell such items to the company; (b) the product and/or service covered under the PO Agreement are of good and merchantable quality and free from defects in design, material, and/or workmanship, and are safe and conform to
    applicable specifications, drawings, samples, descriptions and associated documentation provided to the Seller; (c) any goods are fit for the use intended; (d) no Purchased Product and/or Purchased Service, or their sale or use, will infringe any patents, trademarks, copyrights, trade secrets or similar intellectual property rights of any third party; and (e) Seller has not changed any compositions, formulations, or other constituents of the Purchased Products without written approval from an authorized representative of Buyer.
11. COMPLIANCE WITH LAWS. Seller represents and warrants that no law, regulation, or ordnance of the United States, or any state or governmental authority or agency has been violated in the manufacture, procurement, transportation, or sale of any of the deliverables or services furnished, work performed, or service rendered pursuant to this PO Agreement.
12. INDEMNIFICATION. To the fullest extent allowed by applicable law, Seller shall assume entire responsibility for and shall defend, indemnify and hold Buyer, and its directors, officers, employees and agents harmless against all losses, liabilities, claims, costs and expenses arising directly or indirectly out of or in connection with the performance related to this PO Agreement, including, but not limited to: (a) injury to any person in the employment of the Seller or any Seller
    subcontractors (including, but not limited to any third-party delivery personnel hired by Seller); (b) loss of or damage to the property of Seller or any subcontractor and any of their respective personnel whatsoever and howsoever arising; and/or (c) losses or damages arising by reason of any actual or alleged infringement of any United States patent, copyright or trade secret arising out of the services, products and/or deliverables supplied to Buyer by Seller. The provisions of this paragraph shall survive the termination of the PO Agreement for whatever reason.
13. CONFIDENTIALITY. Seller acknowledges that it is or may become privy to Buyer’s Confidential Information, defined as the trade secrets of Buyer and other proprietary business, sales, or product information that Buyer maintains as confidential. Seller agrees it will use any Confidential Information only as directed in the furtherance of its work under the
    PO Agreement and shall not transfer or otherwise disclose the Confidential Information to any third party except with written authorization from an officer of Buyer or as otherwise required by applicable law. The provisions of this paragraph shall survive the termination of the PO Agreement for whatever reason.
14. INSURANCE. Whenever Seller shall, by virtue hereof, have in its possession property of Buyer, Seller shall be deemed as insurer thereof and shall be responsible for its safe return to Buyer. If Seller is to perform any services for Buyer on any premises owned or controlled by Buyer or elsewhere, Seller agrees to: (a) keep such premises and work free and clear of
    all mechanic’s liens, and furnish to Buyer proper affidavits and/or waivers certifying thereto upon request; (b) perform such services at Seller’s sole risk prior to its written acceptance by Buyer and replace at Seller’s sole expense all property damaged or destroyed by any cause whatsoever; (c) carry workmen’s compensation insurance covering all employees or other workers to be used by Seller or Seller’s subcontractors in connection with such services; (d) carry general liability
    insurance; (e) carry property damage insurance where applicable; and (f) prior to commencing the performance of any services hereunder, furnish to Buyer certificates of its insurance carrier showing that such workmen’s compensation, general liability, and property damage insurance is in force. All shipments shall be insured for full value of goods therein at Seller’s expense, including the full value of any materials furnished by Buyer whether or not these materials have been altered by Seller. Seller accepts full responsibility for financial reimbursement to Buyer for all materials lost or damaged and not insured.
15. PUBLICITY. Seller shall not make or publish any notice, advertisement, press release, or other communication with respect to the PO Agreement, its contents, or the goods or services without Buyer’s prior written consent. Seller shall not use Buyer’s name or logo in any of its advertising, client list, or sales promotional material without Buyer’s prior written consent.
16. DISPUTE RESOLUTION. This PO Agreement, and any disputes arising thereunder, shall be governed by and construed in accordance with the laws of the State of Alabama without regard to conflicts-of-law principles. In the event of a dispute under the PO Agreement, the Buyer and Seller shall attempt to reach a resolution via good-faith negotiation. If such negotiation fails to resolve a dispute, such dispute shall be exclusively brought in the federal and state courts located in or presiding over Calhoun County, Alabama. Seller irrevocably submits to the non-exclusive jurisdiction of any federal or state court presiding over Calhoun County, Alabama with respect to any proceeding arising out of or relating to this PO Agreement. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which
    they may now or hereafter have regarding the propriety of the venue specified in this paragraph.
17. ASSIGNMENT. No assignment of any rights, including rights to money due or to become due hereunder, or delegation of any duties under this order shall be binding upon Buyer until its written consent has been obtained via an authorized representative. Buyer may assign its rights under this PO Agreement upon providing notice to Seller.
18. FORCE MAJEURE. Both parties shall be relieved from any and all liability under or in connection with this PO Agreement to the extent that such liability arises from any failure to perform any of its obligations under or in connection with this PO Agreement has been caused or contributed to by a force majeure event or circumstance including acts of God, war, hostilities (whether war be declared or not), civil disturbance, government action, strikes, lockouts, or labor disputes, computer virus, pandemics, or any other event or circumstance or cause whatsoever beyond the reasonable control of the party.
19. SEVERABILITY AND INDIVIDUAL PROVISIONS. If any term, condition, or provision of this PO Agreement is for any reason declared or found to be illegal, invalid, ineffective, inoperable, or otherwise unenforceable, it shall be severed and deemed to be deleted from this PO Agreement and the validity and enforceability of the remainder of this PO Agreement shall not be affected or impaired thereby the remaining terms shall remain in full force and effect. The headings contained in this PO Agreement are for convenience of reference only and are not substantive.
20. WAIVER OF FAILURE TO ENFORCE A PROVISION. Failure by either party at any time to enforce any provision of this PO Agreement against the other shall not be construed as a waiver of such provision and shall not affect the validity of this PO Agreement or any part or parts hereof or the right of the relevant party to enforce any provision in accordance with its terms. The rights and/or remedies of either party may only be waived by formal written waiver which is signed by a duly authorized representative of the party waiving its rights and which makes express and unequivocal reference to the waiver being made.