Terms and Conditions

Last updated: June 27, 2025

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WHEREAS, the Contractor is engaged in the business of designing, producing, and installing cabinets for residential and commercial properties;

WHEREAS, the Customer desires to engage the Contractor to produce and install cabinets at Project Location as described in the applicable drawings and specifications and Project Invoice(s) in accordance with the specifications, terms, and conditions set forth in this Agreement;

WHEREAS, the Contractor has the necessary expertise, personnel, and equipment to perform the production and installation services to the highest industry standards;

WHEREAS, the parties wish to establish the terms and conditions governing the services, responsibilities, payment terms, and other obligations related to this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. Scope and Purpose of Framework Agreement. These Terms and Conditions (“Agreement”) apply to all sales of goods and/or services by PALMCRAFT CABINETS LLC (“Contractor”). By paying any issued invoice, the customer (“Customer”) agrees to be bound by this Agreement. This Agreement shall be deemed incorporated into and govern each invoice issued by Contractor to Customer.
This Agreement sets forth the general terms and conditions under which the Contractor shall manufacture, supply, and install cabinets and related metal structures for the Customer from time to time. The Customer may place individual orders by accepting and signing specific invoices or project quotes (“Project Invoices”) which will reference this Agreement and shall be governed by its terms. No new agreement shall be required for each such order.

From time to time, upon acceptance by the Customer of a Project Invoice issued under this Agreement, the Contractor shall manufacture and install cabinets and related metal structures as specified in each such Project invoice. Each Project Invoice shall reference this Framework Agreement and be deemed a part hereof.

2. The Customer agrees to pay to the Contractor the sum as will be agreed in the Project Invoice. The Contractor will invoice (Invoice and Payment Terms), which shall be deemed an invoice issued by the Contractor and forms an integral part of this Agreement. It specifies the agreed pricing, payment deadlines, and is subject to the general terms of this Agreement.) The Customer for any purchase of products and/or services. The Customer hereby agrees to pay the sum in accordance with the payment terms included in the Project Invoice. Unless the Project Invoice provides otherwise, payment shall be made as follows: (i) Down Payment is due and payable within three days of acceptance of the Agreement; and (ii) the remaining balance of the invoice payment is due and payable upon (i) production completion and (ii) substantial completion and within three days in each case. If the Customer fails to comply with these payment terms, or any payment terms included in the Project Invoice, the Contractor may, in addition to any other remedy available to it: (i) immediately terminate any agreement between the parties, including this, (ii) suspend delivery of any products or the performance of any services, (iii) reclaim any delivered products, (iv) initiate legal action to recover sums due and owing, and/or (v) enforce its security interests. The Customer shall pay the Contractor. Each Project invoice issued by the Contractor and accepted by the Customer shall constitute an individual binding work order under this Agreement. The Customer’s signature or written confirmation of a Project invoice shall be sufficient to commence performance, without the need for additional agreements. In the event of any inconsistency between this Agreement and any individual Project invoice accepted by both parties, the terms of this Agreement shall prevail unless the Project invoice explicitly states otherwise.

3. ACCEPTANCE OF TERMS

By submitting payment on an invoice issued by the Contractor, the Customer acknowledges and agrees that they have reviewed and accepted these Terms and Conditions, and that such payment shall constitute full acceptance of this Agreement, including all warranty, payment, and liability terms.

This acceptance shall be legally binding without further signatures, pursuant to the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN Act).

4. CHANGE ORDERS. The Customer may not change the drawings, plans, specifications, or items specified unless agreed to by the Contractor in writing. Should the Customer request any changes or extra work, the Contractor shall determine the cost thereof and such work will only be included as part of this Agreement pursuant to a written change to this Agreement signed by both parties. If the Contractor agrees to such changes, the parties shall agree to modify Appendix the drawings and specifications and the appropriate Project Invoice, including adjustments to time and materials necessary to account for such changes. The Customer shall pay in advance to the Contractor the total cost of each change order, which amounts are non-refundable to the Customer. 

5. DELIVERY. The Customer agrees to accept delivery of the product or products when ready. The Contractor anticipates that the delivery date and the date of installation will be in 14 days after getting all the materials in the shop. The Contractor is required to order the materials and accessories as per contract within 3 days after signing the present Agreement and receiving the amount mentioned in p. 3. Shipping and delivery dates provided by the Contractor for products and materials related to services are approximate and are provided in good faith, but are not, and shall not be construed as, guarantees. Shipping and delivery dates may be affected by third parties or circumstances outside of the Contractor’s control (e.g., strikes, lock-outs, fires, accidents, inability to obtain material, governmental acts and other causes beyond the Contractor’s control), and changes in the shipment and delivery of products and materials may impact the project timeline for services provided by the Contractor. The Contractor shall not be liable to the Customer for any delays in the completion of the services. In the event delays do occur, the Contractor shall give timely, written notice explaining the reasons for the delay along with the new anticipated delivery, installation or completion dates to the Customer. 

6. WARRANTY OBLIGATIONS AND LIMITATION OF LIABILITY. Upon completion of the work specified and payment in full by the Customer, the Contractor shall deliver and assign to the Customer, without recourse, all manufacturers’ and suppliers’ warranties, if any, covering such material or appliances. The Contractor provides a 24-month warranty exclusively for the performed installation and the quality of the installation work. The warranty does not cover the quality of materials or components used in the cabinets, as their quality depends on the manufacturer or supplier and is beyond the Contractor’s control. The warranty also does not cover defects caused intentionally or due to improper or negligent use of the furniture, damage resulting from water exposure, flood or use of the cabinets for purposes other than its intended use. 

The Constructor shall not be liable for special, punitive, incidental, or consequential damages or damages of lost profits or loss of use. Furthermore, the Constructor shall not be liable for damages based upon delay or liquidated damages or penalties resulting from any delay in completion of the project.

The Constructor shall not be responsible for loss, damage or delay caused by circumstances beyond its reasonable control, including but not limited to acts of god, weather, accidents, fire, vandalism, federal, state or local law, regulation or order, strikes, jurisdictional disputes, failure or delay of transportation, shortage of or inability to obtain materials, equipment or labor, changes in the work and delays caused by the Customer. In the event of these occurrences, the Constructor’s time for performance shall be extended for a time sufficient to permit completion of the work. 

7. Force Majeure.  Neither Party will be held liable for failure to fulfill its obligations hereunder if such failure is due to a Force Majeure Event. A “Force Majeure Event” means, but is not limited to, an act of war; domestic and/or international terrorism; civil riots or rebellions; quarantines, embargoes and other similar unusual governmental actions; or extraordinary elements of nature or acts of God; provided that such Force Majeure Event is beyond the excused Party’s reasonable control, occurs without the excused Party’s fault or negligence, is not caused directly or indirectly by the excused Party and could not have been prevented or avoided by the excused Party’s reasonable diligence.

8. Assignment. The Customer may not assign or otherwise transfer the Customer`s rights or obligations under this Agreement, in whole or in part, without the prior written consent of the Contractor in each instance, such consent to be in the sole and absolute discretion of the Contractor. The Contractor shall be free to assign this agreement in its entirety to any (1) affiliate or (2) successor entity that assumes all, or a majority of, the Contractor’s assets or stock in writing.

9. Subcontracting. The Customer hereby acknowledges and agrees that the Contractor may subcontract all or any portion of the services to be performed.

10. Governing Law; Venue and Forum. This Agreement shall be governed by the laws of the State of Florida. Venue of any proceeding arising out of or relating to this Agreement shall be Tampa County, Florida. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court.

11. Entire Agreement. This agreement, any invoice, and any Special Terms, along with any exhibit or other attachments or documents specifically incorporated herein or therein by reference, set forth the entire agreement between the parties with respect to its subject matter and supersedes any prior agreements or communications between the parties, whether written or oral, relating hereto. No representation, inducement, or promise has been made or relied upon by either party in entering into this arrangement other than as specifically set forth herein. This Agreement may be modified only by a written amendment signed by an authorized representative of each party. To the extent that the terms hereof contradict any of the terms of any attachment hereto, the terms hereof shall govern, unless specifically set forth to the contrary in any such attachment.

12. Payment can be executed by ACH-direct deposit, personal and/or cashier’s checks, Zelle free of charge or cash.

13. This Agreement is effective upon the Customer’s payment of the relevant invoice. This Agreement is executed and accepted electronically. The Customer acknowledges that submission of this form constitutes their signature and acceptance of the terms and conditions herein, pursuant to the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN Act).

14. This document constitutes the Terms and Conditions of Sale and is deemed an integral part of any invoice issued by PALMCRAFT CABINETS LLC. By signing and/or paying the related invoice, the Customer agrees to be bound by these Terms and Conditions without the need for a separate signature on this document.