These Terms & Conditions govern every sale of TaliWood and EZ Click cabinets and cabinet components to an authorized TaliWood dealer, and the dealer program that goes with those sales. They cover ordering, pricing, payment, lead times, shipping and delivery, what a conforming product is, claims, returns, assembly, installation, the Limited Lifetime Warranty, and the legal terms of the sale. By placing an order with TaliWood, you agree to the terms below.
This is one document covering two things: the terms on which TaliWood sells cabinets and cabinet components to an authorized dealer, and the dealer program terms that sit alongside those sales. Sections and clauses are numbered so any one of them can be cited. Each version of this document carries a version number and an effective date, and the version that governs an order is the version in effect on the day TaliWood accepted that order, not the version posted today. Every earlier version stays available at its own permanent address in the version history. Section 23 explains how that works. For current pricing, lead-time detail and program credits, refer to your dealer portal or your TaliWood account manager.
1. Acceptance · 2. Dealer relationship · 3. Price and taxes · 4. Orders and changes · 5. Stock sizes and fit · 6. Conforming product · 7. Installments · 8. Shipping and delivery · 9. Claims · 10. Replacement parts · 11. EZ Click assembly · 12. Storage · 13. Installation · 14. Returns · 15. Remedy and liability · 16. Warranty · 17. Regulatory · 18. Discontinued styles · 19. Payment · 20. Force majeure · 21. Limitations period · 22. Law and venue · 23. Versions · 24. Questions
1.1 What these Terms cover. These Terms govern every sale of cabinets, cabinet components, cabinet doors, drawer fronts, drawer boxes, decorative and finished panels, mouldings, trim, fillers, toe kick, hardware, accessories, touch-up and repair materials, samples and display materials (together, "Products") by TaliWood. They also state the dealer program terms in Section 2. Where a single order includes a product sold under a different published set of terms, each line item is governed by the set that covers it, as identified on the invoice or order confirmation.
1.2 Acceptance. TaliWood's acceptance of any order is expressly conditioned on the dealer's assent to these Terms. Additional or different terms in a dealer's purchase order, portal entry, vendor form, invoice approval or other document are rejected and are not part of the contract, even if TaliWood accepts the order, ships Products, or accepts payment. Placing an order, accepting Products, or paying an invoice is assent to these Terms.
1.3 Who the Seller is. "TaliWood" and "Seller" mean the single legal entity that issues the invoice for the sale in question. Where the invoice is issued by TaliWood Cabinets, LLC, a Delaware limited liability company with its principal place of business at 10450 Greens Crossing Blvd, Houston, TX 77038, that entity is the Seller for that sale and is the only contracting party for it. Where the invoice is issued by another affiliated operating company, that entity is the Seller for that sale and is the only contracting party for it. If a quotation or order confirmation names one entity and the invoice for the same Products names another, the entity named on the invoice is the Seller.
1.4 Brands and product lines are not the Seller. TaliWood, EZ Click, and any other brand, product line, division, series, door style or trade name is a name only. It is not a legal person, it does not contract, and no obligation is owed by it or to it. EZ Click is a ready-to-assemble product line of TaliWood Cabinets, LLC and is not a separate seller. Each sale is a separate contract with the one entity that issues the invoice for it. No entity is liable for the obligations of another. A dealer may not combine invoices issued by different entities for any purpose, may not apply a claim against one entity to a balance owed to another, and may not treat a course of dealing, waiver, credit or accommodation given by one entity as binding on another.
1.5 Who Buyer is. "Buyer" and "dealer" mean the authorized dealer named on the invoice. TaliWood sells Products to authorized dealers. TaliWood does not sell to homeowners, and nothing in these Terms creates a sale, a contract of sale, or an offer to sell to any person who is not an authorized dealer. A dealer resells Products in its own name, on its own terms, for its own account, and as its own contract with its customer. A dealer is not TaliWood's agent, partner, joint venturer or franchisee and may not represent otherwise.
1.6 Only a writing signed by an officer changes these Terms. These Terms may be modified only by a writing signed by an officer of TaliWood. No salesperson, independent sales representative, agent, designer, customer-service employee or credit employee may vary them, waive or extend any claim period, approve a return, promise a lead time or a color match, or make any warranty on TaliWood's behalf. TaliWood's acceptance of a late or noncompliant claim, or its approval of a return, credit or allowance as an accommodation, is not a waiver of these Terms, is not an admission that Products were nonconforming, and does not establish a course of dealing.
1.7 Entire agreement on the sale of Products. These Terms, TaliWood's order confirmation, TaliWood's published product specifications for the Products ordered, and the Limited Warranty in Section 16 are the entire agreement on the sale of Products. Catalogs, price lists, design software output, renderings, brochures, showroom displays, photographs, social media content and website copy are not part of the contract and are not a warranty or a specification.
2.1 As an authorized TaliWood dealer, it is your responsibility to communicate our policies, product information, order details, and claim procedures to your customers. TaliWood will not provide order or product details directly to your customers, and we will not be held responsible for inaccurate information communicated by you or your associates.
2.2 All online resale of TaliWood products requires prior written approval from TaliWood. If online resale is approved, you may resell only on the website specified at the time of approval. Approval for resale on additional websites must be obtained separately.
2.3 Before publicizing your selling price for any TaliWood product, you must adhere to the minimum advertised price (MAP) policy as confirmed with your TaliWood representative.
2.4 You set your own prices, lead times, allowances, service commitments and warranties to your customer, and you are solely responsible for them. You may not make, and TaliWood is not bound by, any representation, warranty, guarantee, lead time, color-match promise, service commitment, labor allowance or remedy beyond these Terms and the Limited Warranty in Section 16. Nothing here limits the pass-through in 16.3: you are free to tell your customer that the Products carry TaliWood's Limited Warranty on its stated terms, and are restricted only from promising more than it says.
2.5 Dealers who sign up with TaliWood on or after September 7, 2026 agree to purchase a TaliWood sample kit as part of opening the account. This applies to new dealers only. Dealers approved before that date are not subject to it.
2.6 TaliWood is not liable for marketing costs incurred by dealers in marketing our products. Private labeling is permitted at the dealer's discretion. The use of TaliWood images, sales materials, or other branded assets in your private-label marketing requires written release. Email dealers@taliwood.com for image and asset access.
2.7 TaliWood is happy to partner with our displaying dealers. We offer a 50% credit on TaliWood products that are ordered and installed in a dealer's showroom. Display products may not be put to functional use; desks, bathrooms, breakrooms, and similar functional installations are not eligible for credit. Each dealer can earn up to a total of $2,500 in display credits.
2.8 Display items must be ordered through the dealer portal, paid in full, and accompanied by photos of the showroom installation sent to dealers@taliwood.com before a credit is released. Drop-shipped items do not qualify for the Display Program. A display credit, showroom allowance, co-op program or sample program is a program term, is offered in writing, is subject to its own conditions and limits, may be changed or ended prospectively at any time, and is not part of these Terms.
2.9 Samples are illustrative. A door sample, a finish sample, a chip, a swatch, a corner sample, a rendering, a photograph, a catalog page, a website image, a design-software color and a screen image show a style and a finish approximately. None of them is a standard of conformity and none is a warranty that a production Product will match it. Clause 6.7 applies. You must tell your customer this before a selection is made, and must not represent that a sample is an exact match to production.
2.10 Use of samples. Samples and display materials are sold or supplied for use in your own showroom and for presentation to your customers. They may not be resold as production Product, relabeled, or used to represent another manufacturer's product, or used after TaliWood notifies you that the style or finish has changed or been discontinued. On the end of your dealer authorization, you must stop displaying and using them and must remove TaliWood's trademarks from your premises, signage, website and marketing.
2.11 Display units, closeouts and "as is" Product. PRODUCT SOLD AS A DISPLAY UNIT, A FLOOR MODEL, A SHOWROOM MODEL, A SAMPLE, A CLOSEOUT, A DISCONTINUED STYLE OR FINISH, SCRATCH-AND-DENT, B-STOCK, SECONDS, OR "AS IS" IS SOLD AS IS, WITH ALL FAULTS, WITH NO WARRANTY OF ANY KIND AND NO LIMITED WARRANTY UNDER SECTION 16, AND IS NOT RETURNABLE. The only claim that may be made on it is a shortage or wrong-item claim under 9.4, made within 5 business days after delivery. You must disclose the condition to your customer and may not resell it as new or as warranted Product.
3.1 Price. Price is the price on TaliWood's order confirmation. Published price lists are list prices and are subject to change without notice. TaliWood is not bound by a typographical or system error in a price list, quotation, portal screen or order confirmation, and may correct it before shipment.
3.2 Duties, tariffs and surcharges. Prices are subject to increase for duties, tariffs, antidumping or countervailing duties, Section 232 or Section 301 actions, customs penalties or reclassifications, peak-season or other carrier surcharges, and currency or freight-rate changes imposed or announced after the order date. TaliWood will give the dealer written notice of an increase under this clause before shipment. If the dealer does not accept the increase in writing within 3 business days after that notice, TaliWood may cancel the affected line items without liability, and the dealer's only remedy is cancellation.
3.3 Taxes. Prices exclude all taxes. The dealer is responsible for sales, use and similar taxes unless a valid resale or exemption certificate is on file with TaliWood before the invoice date.
3.4 Quoted prices expire. A quotation is valid for 30 days unless it states otherwise, and expires on order of a different quantity, style, finish or configuration.
4.1 How orders are placed. Orders from approved TaliWood dealers are accepted through the dealer portal. Payment terms are confirmed at the time of order placement. This includes backorders and approved written add-ons.
4.2 The order confirmation is the order. TaliWood issues an order confirmation for every accepted order. The order confirmation is the controlling record of what was ordered. You must review it and give TaliWood written notice of any error before the change deadline in 4.3. If you do not, the order confirmation is final and binding as to every item, quantity, size, hand, hinge side, style, finish, modification and delivery instruction shown on it, and TaliWood ships to it.
4.3 Changes and cancellations. The published change and cancellation schedule is:
A change may reset the lead time and the delivery date. Changes must be in writing.
4.4 Custom and non-stock Products are not cancellable. Custom, modified, special-order, made-to-size, custom-finished and non-stock Products are not cancellable and not returnable once the order is released to production, at any stage of completion, and the full price is owed.
4.5 Allocation and substitution of components. TaliWood may ship in installments and may allocate available Products among customers in any commercially reasonable manner. TaliWood may change a supplier, a component, a construction detail or a hardware item to an equal or better component without notice, so long as the Product continues to meet TaliWood's published specification for the style ordered.
4.6 Minimums and short lines. TaliWood may apply published order minimums, small-order charges, single-item handling charges and split-shipment charges. These are stated on the order confirmation.
5.1 Products are stock sizes, and fillers close the gap. TaliWood and EZ Click cabinets are stock boxes, not made-to-order cabinets. They are manufactured in TaliWood's published standard sizes, in 3-inch nominal width increments, with standard heights and depths. TaliWood does not build a cabinet to a field dimension and does not field measure. A run is laid out by selecting stock sizes and closing out the remainder with fillers, scribe moulding, panels and toe kick, which ship in stock lengths and are cut down on site. Cutting, scribing and fitting a filler, a panel, a moulding or a toe kick to the space is normal installation work on every stock cabinet line, it is the dealer's or the dealer's installer's work, and TaliWood supplies those parts for that purpose. A wall dimension that falls between two stock sizes is closed with a filler in the field. That is the design of the product, not a manufacturing matter: it is not a defect, not a claim under Section 9, and not a warranty matter.
5.2 The dealer owns the field measurement, the design and the order. The dealer is responsible for field measurement, for verifying field conditions, and for the cabinet layout, the design, the specification, and the selection of every item ordered, including quantity, size, depth, height, door hand and swing, hinge side, drawer configuration, finished-end and finished-interior selection, filler, scribe and panel quantity and allowance, moulding quantity, clearance for appliances, countertops, plumbing, electrical, HVAC, flooring and trim, code compliance at the point of use, and accessibility requirements. TaliWood manufactures and ships the stock sizes and quantities on the order confirmation. The dealer is responsible for the suitability of the Products for its own and its customer's application.
5.3 Design help is help, and does not shift responsibility. If TaliWood or anyone acting for TaliWood prepares, reviews, checks, corrects, renders, quotes from or comments on a layout, a drawing, a design file, a cabinet list, a quantity take-off or a specification, that work is a courtesy produced from dimensions and information the dealer supplied. It is not a field measurement, not an independent verification of field conditions, not a design service, and not a professional opinion. TaliWood does not warrant it. The dealer remains solely responsible for the order, and must check the layout against the actual field conditions before placing the order and again before installation. The dealer may not rely on TaliWood's design help as a substitute for field verification, and may not represent to its customer that TaliWood measured, verified or approved anything.
5.4 No liability for fit. Where the Product matches the order confirmation, TaliWood is not liable, and no claim lies under Section 9 or under the Limited Warranty, because the dealer ordered the wrong size, the wrong quantity, the wrong configuration or the wrong item for the space, or because a run does not close out the way the dealer laid it out. That is an ordering matter. Because sizes are stock, the ordinary cure is a filler, a scribe moulding, a panel or one more stock unit, which the dealer may order at its cost and TaliWood will ship on normal terms. If TaliWood agrees to take a Product back at all, it is a return under Section 14 at the dealer's cost.
5.5 Modified and non-standard work: approval before production. TaliWood sells stock sizes and finishes. Where TaliWood agrees as an exception to a modification, a custom size or a custom finish, it may require the dealer's written approval of a drawing, a cut list, a specification or a finish sample before production, and may require a deposit. The dealer's written approval is the standard of conformity for that item. Where TaliWood offers a pre-production sample or first-article approval and the dealer declines it, TaliWood's published specification and the approved order are the standard of conformity.
5.6 Third-party design and quoting software. TaliWood does not guarantee the accuracy of any third-party design, layout or quoting software, including but not limited to 2020 Design and ProKitchen Design. Sizes, availability, construction details, specifications and pricing shown in that software are not TaliWood's published specification, are not a quotation, and are not a warranty. TaliWood's published product specifications and the dealer portal control, and every item must be verified against the order confirmation under 4.2 before the change deadline.
This Section is the standard of conformity for Products.
6.1 The standard of conformity. A Product conforms if it meets TaliWood's published product specification for the style, construction, size, finish and hardware ordered, as that specification stood on the date TaliWood accepted the order, within the tolerances in this Section. Where TaliWood's published specification states a tolerance for a characteristic, that tolerance controls. Where it does not, the tolerance in this Section applies. No other standard, document, expectation, sample, display, photograph, rendering, competitor product or prior order is a standard of conformity.
6.2 Dimensional tolerance. Nominal dimensions of a cabinet, door, drawer front, panel or moulding are subject to a tolerance of plus or minus 1/16 inch on any single dimension. Squareness of a door, drawer front or panel is within tolerance where the difference between the two diagonal measurements is 1/8 inch or less. A dimension within tolerance is conforming, and a difference within tolerance is not a defect.
6.3 Warp, bow, cup and twist. Wood moves with temperature and humidity, and a door that is flat in the factory can move in a warehouse, on a jobsite or in a finished home. Warp, bow, cup and twist are not a defect unless the deviation exceeds 1/4 inch, measured with a straight edge laid on the concave face across the longest span of the door or panel, taken at the point of greatest deviation, with the door or panel off its hinges and lying free. A door or panel within that limit is conforming. A door or panel that has moved must be allowed to hang through one complete heating season before a claim is made on it, because a door that has moved with the seasons usually returns once it reaches equilibrium with the room. TaliWood will not accept a warp claim on a door that has not been allowed that period.
6.4 Wood is a natural material. Variation in color, grain, figure, texture, mineral streak, pin knot, character mark, sap and heartwood, and the way each species takes stain, is inherent in wood and in wood veneer and is not a defect. Wood changes color with age and with exposure to natural and artificial light, heat, smoke, cooking, cleaning products and other ordinary household conditions. That change is expected, it happens unevenly where a surface is shaded by an adjacent cabinet or an appliance, and it is not a defect.
6.5 Painted and pigmented finishes. A painted or pigmented finish behaves differently from a stained finish and is held to the tolerances in this Section, not to the appearance of a painted metal or plastic surface. All of the following are normal, are expected, and are not defects: slight separation lines, seam lines, stress lines, hairline checks and finish breaks at joints, where two parts meet, and at a panel edge, as the wood behind them expands and contracts; telegraphing of grain, joints, seams, pin knots and the substrate through the finish; slight variation in gloss and sheen across a surface and between parts; slight variation in film build at an inside corner, a profile and a routed detail; and a slight color shift over time with light exposure.
6.6 Glazed, distressed, weathered and hand-applied finishes. These finishes are applied by hand. Variation between doors, between an edge and a field, and between one order and the next is the intended character of the finish and is not a defect. No two pieces are identical and none is warranted to be.
6.7 Color matching is not an exact match. TaliWood uses digitally matched color with exacting tolerance. That is a production control, not a promise of an exact visual match. TaliWood does not warrant that any Product will match, and a dealer may not represent to its customer that any Product will match: a door sample, a finish sample, a chip, a display unit, a showroom cabinet, a photograph, a rendering, a design-software color, a screen image, a printed catalog page, a previous order, a later order, an add-on order, a replacement part, a warranty replacement, or a Product from a different production run, a different manufacturing facility, a different species, a different substrate or a different component type. A solid-wood door, a veneered panel, a laminated panel, a moulding, a toe kick, a filler, a finished end and a matching interior are different substrates and will take the same finish differently. A visible difference of this kind is not a defect and is not a claim.
6.8 Order the whole job at once. Because color varies between production runs, all Products for a single kitchen, bath, room or job should be ordered on a single order wherever possible. Where a dealer orders in phases, orders an add-on, orders a replacement, or orders across a discontinuation, a visible difference in color, sheen, grain or figure is expected and is not a defect, not a claim and not a warranty matter.
6.9 How appearance is judged. An appearance characteristic is judged on the installed or assembled Product, with the doors and drawers closed, viewed straight on from a distance of 36 inches, under the ordinary lighting of a finished residential kitchen or bath. It is not judged at a raking angle, under a work light, a task light, a flashlight or direct sunlight aimed along the surface, under magnification, or against a competitor's sample.
6.10 Noise, feel and motion. Normal hinge and slide sound, normal soft-close travel and dwell, the sound of a full-extension slide reaching its stop, and the feel and resistance of a door catch and a lock are characteristics of the hardware, not defects. Section 11 governs adjustment.
6.11 Threshold for a claim. A claim lies only on the specific Products verified as nonconforming. A finding on one cabinet, one door, one carton, one line item or one shipment may not be extrapolated, applied or presumed as to any other cabinet, door, carton, line item or shipment. The dealer bears the burden of identifying and proving each Product claimed, by line item and by quantity. Blemishes or other damage that does not impact the structural integrity of a cabinet will not warrant a full cabinet replacement, and TaliWood reserves the right to provide alternative products or components as solutions.
7.1 Each carton, pallet, truckload or shipment is a separate installment under Tex. Bus. & Com. Code 2.612 and, for all purposes of inspection, acceptance, claim and remedy, a separate contract.
7.2 A nonconformity in one installment does not entitle the dealer to reject, revoke acceptance of, refuse delivery of, or cancel any other installment, any other line item, any open order or any contract, and does not excuse payment for any other installment.
7.3 A shortage, a backorder, a missing part or a nonconforming item on one line does not make the rest of the order nonconforming, and the dealer must accept and pay for the conforming balance.
8.1 Standard shipped orders are processed and shipped within three (3) full business days of order placement. Warehouse pickup orders are processed and made available for pickup within three (3) full business days. "Day One" begins the next full business day after the order is placed. That is TaliWood's published processing standard and it is what TaliWood works to.
8.2 Rush shipping is available for an additional fee on qualifying orders, subject to total quantity review. The Rush Fee applies to warehouse processing time only and does not apply to transit time to the destination. Same-day warehouse pickup is available for qualifying orders placed by 12:00 PM local warehouse time, with a minimum 3-hour processing time. Same-day shipping is available for qualifying orders placed by 12:00 PM local fulfilling-warehouse time. Orders placed after 12:00 PM are processed the following business day. Rush service must be selected at the time of checkout.
8.3 The following apply to LTL freight orders:
TaliWood reserves the right to fulfill orders across multiple shipments from different distribution facilities, without prior notification and at no additional cost. If a customer requests changes to their selected shipping method after checkout, additional charges may apply. Freight, fuel, accessorial and handling charges are as stated on the order confirmation or as published. A freight allowance, a prepaid-freight program or a free-freight threshold is a program term, is stated in writing, may be changed prospectively, and is not part of these Terms.
8.4 The following apply at delivery:
8.5 The following apply to warehouse pickup orders:
8.6 Title and risk of loss. Delivery terms are as stated on the order confirmation. Title and risk of loss pass to the dealer at the point stated there. Where the order confirmation states no point, title and risk of loss pass to the dealer on TaliWood's delivery of the Products to the carrier. On a warehouse pickup order, title and risk of loss pass on release of the Products to the dealer or to the dealer's carrier or delivery service.
8.7 Carrier claims are the dealer's claims. Where risk of loss has passed, transit loss and transit damage are the dealer's claim against the carrier. The dealer is responsible for meeting the carrier's own deadlines, which are shorter than the deadlines in Section 9, and which commonly require a notation on the delivery receipt at delivery for visible damage and shortage, notice within 5 days of delivery for concealed damage, and a formal written claim within 9 months. TaliWood will provide reasonable documentation to support a carrier claim, including the packing list, the bill of lading, the carton count and the invoice. TaliWood is not the dealer's agent for a carrier claim, does not file it, does not advance it, and is not liable for the dealer's failure to file it or to file it on time.
8.8 Arrival and delivery dates are estimates. Transit times, arrival dates and delivery dates, including any date given by a carrier, are estimates. TaliWood is not liable for a late arrival or delivery, and a late arrival or delivery is not grounds to reject, cancel, refuse, claim, withhold payment, or charge back. This clause does not retract the processing standard in 8.1: it allocates the risk of what happens to a shipment after it leaves TaliWood's control, and of a delay caused by an event under Section 20.
8.9 Storage and redelivery. Where the dealer does not pick up a will-call or warehouse-held order, or does not accept a scheduled delivery, the charges in 8.5 apply, and TaliWood may charge published handling and redelivery charges.
9.1 Inspection at delivery. Every shipment must be inspected at delivery, before the driver leaves. Count the cartons against the bill of lading and the packing list, look at the outside of every carton and pallet, and note on the delivery receipt or bill of lading, before signing it, every shortage, every missing carton, every visibly damaged, crushed, punctured, wet, stained or re-taped carton, and every wrong item. Signing a clean delivery receipt is your statement that the count was correct and the cartons arrived without visible damage. All damage must be documented and reported upon opening the boxes.
9.2 Note it even when you are not sure. Where a carton looks compromised but you cannot tell whether the contents are damaged, write "possible concealed damage" on the delivery receipt and identify the carton. That notation is what preserves a concealed-damage claim, both against TaliWood under 9.4 and against the carrier under 8.7.
9.3 Written claim required; where it goes; what it must contain. Every claim must be received in writing at claims@taliwood.com and must state:
An oral complaint, a complaint to a salesperson, an independent sales representative, a designer or a customer-service employee, a text message, a phone call, a note on a check, a deduction from a payment, a portal comment, and a writing delivered anywhere other than the claims address are not notice, do not start or toll any period, and are not a claim.
9.4 The claim periods. TaliWood must receive the written claim within the following periods. These are the periods by which the notice obligation under Tex. Bus. & Com. Code 2.607(c)(1) is measured, and the parties agree they are reasonable.
After 180 days after delivery, the only route for a manufacturing defect is the Limited Warranty in Section 16, on its own terms. This Section and Section 15 do not apply to it.
9.5 How TaliWood handles a claim. TaliWood will review the claim within 48 business hours of receipt. Replacements ship within 24 to 48 hours of approval. Expedited shipping is not available for replacements or parts. TaliWood has final determination of resolution for any claim or warranty claim submitted, and solutions should be discussed with TaliWood before being communicated to the end customer.
9.6 Missing the period ends the claim. IF A CLAIM IS NOT RECEIVED WITHIN THE APPLICABLE PERIOD IN 9.4, THE PRODUCTS ARE CONCLUSIVELY DEEMED ACCEPTED AND CONFORMING, AND EVERY CLAIM, RIGHT AND REMEDY AS TO THOSE PRODUCTS UNDER THESE TERMS IS PERMANENTLY WAIVED, RELEASED AND EXTINGUISHED. Rights under the Limited Warranty in Section 16 are not affected by this clause and run on their own terms.
9.7 Acceptance is final. The dealer waives any right to revoke acceptance under Tex. Bus. & Com. Code 2.608 or any similar law, and waives any right to reject Products after the applicable period in 9.4 has run. The dealer's exclusive route for a nonconformity is a timely claim under this Section and the remedy in Section 15.
9.8 Condition of the claim: hold the Product, and do not use it up. As a condition to any claim, the dealer must:
FAILURE TO SATISFY THIS CLAUSE VOIDS THE CLAIM IN FULL AND THE INVOICE REMAINS OWED.
9.9 Using a Product is accepting it. ASSEMBLY, INSTALLATION, MODIFICATION, FIELD ALTERATION, CUTTING, TRIMMING, SCRIBING, DRILLING, BORING, PAINTING, REFINISHING, TOUCH-UP, RESALE OR ONWARD DELIVERY OF A PRODUCT IS ACCEPTANCE OF THAT PRODUCT AND WAIVES EVERY CLAIM AS TO IT UNDER THESE TERMS, except a claim for a manufacturing nonconformity that was not reasonably visible before that step and is claimed within the period in 9.4. A Product you know or suspect is nonconforming may not be installed and then claimed.
9.10 Inspection by TaliWood. TaliWood may inspect claimed Products, at its option, by photographs, by video, by an employee, by an independent inspector, or at its facility, and reasonable access must be given. Where a claim is not resolved within 15 days after TaliWood's determination, either party may require inspection by an independent inspector the parties agree on. If the parties do not agree on an inspector within 10 days, each party names an inspector and those two name a third, whose determination of conformity is final and binding on both parties. There is no industry association that appoints cabinet inspectors, and no party may demand appointment by one. The party whose position is not sustained pays the inspection and travel cost. This clause is a condition precedent only to an action by the dealer. It does not apply to, does not delay, and is not a condition precedent to any action by TaliWood for the price or to collect or enforce any amount owed, or to any application by TaliWood for a writ or other provisional remedy.
9.11 Billing disputes are not goods claims. A dispute about the amount billed rather than the condition or conformity of a Product is a billing dispute. It is governed by the invoice-dispute provision of the credit agreement signed by the dealer, and notice of it must be received at the billing address stated in that credit agreement or, if none is stated, at accounting@taliwood.com, within the period that credit agreement states. Where there is no signed credit agreement, notice of a billing dispute must be received at that address within 15 days after the invoice date, after which the invoice is final and binding as to the amount billed. A writing delivered to the billing address does not start or toll any period in this Section 9, and a writing delivered to the claims address does not start or toll any invoice-dispute period. The two sets of periods are independent and each is enforceable on its own terms. Where the same facts could be presented as either, the shorter period controls and the requirements of 9.3 and 9.8 apply. Neither a billing dispute nor a goods claim entitles the dealer to withhold, offset, deduct or delay payment. Clause 19.2 applies to both.
10.1 Parts replacement is the remedy for a part. Where the nonconformity is a missing, damaged or nonconforming component rather than the whole unit, TaliWood's remedy is to supply the replacement component, and the dealer's exclusive remedy is to receive it. There is no right to return the unit, to reject the unit, to demand a replacement unit, to demand a credit or a refund, or to charge back, where a replacement component cures the nonconformity. Components include a door, a drawer front, a drawer box, a shelf, a shelf clip, a hinge, a slide, a lock, a mounting rail, a cleat, a fastener pack, a toe kick, a filler, a moulding, a panel, a cover cap, a knob, a pull and a touch-up kit.
10.2 How parts ship. TaliWood ships approved replacement components by ground service at its cost where the claim was timely and valid under Section 9, and otherwise at the dealer's cost. Expedited freight on a replacement component is at the dealer's cost unless TaliWood agrees otherwise in writing, and expedited shipping is not generally available on replacements or parts.
10.3 Color of a replacement part. A replacement component is manufactured and finished when it is ordered, from a later production run, and 6.7 applies to it. TaliWood does not warrant that a replacement component will match the original, and the dealer must inform its customer of this before ordering one. Where an exact appearance match matters to the customer, the dealer should order replacement components for the whole affected run of doors or panels, at the dealer's cost, rather than a single part.
10.4 The dealer holds a service stock. The dealer is responsible for maintaining its own reasonable stock of touch-up material, hardware and common components to service its customers. TaliWood's parts program is not a substitute for it.
11.1 What EZ Click ready-to-assemble Products are. EZ Click Products ship flat and are assembled by the dealer or the dealer's installer. The box goes together with 100% toolless box assembly. Hinges are installed and adjusted with a screwdriver. The tool-free lock system used in the box is licensed. Nothing in these Terms is a representation that the lock system, the hinge or any other component is patented, or a grant of any right in any patent, trademark, trade dress, copyright, design or know-how of TaliWood or of any third party.
11.2 Assembly is the dealer's responsibility and is not a warranted result. The dealer is solely responsible for assembling each unit in the correct order, square, plumb, level and complete, strictly per TaliWood's published assembly instructions, and for verifying squareness before installing the unit. TaliWood does not warrant the result of an assembly it did not perform. A nonconformity caused or made worse by assembly is excluded from Section 9 and from the Limited Warranty, including: a unit assembled out of square; a part forced, hammered, pried or driven; a lock, cam, dowel or fastener over-tightened, cross-threaded or engaged in the wrong hole; a part assembled in the wrong orientation or the wrong position; a unit assembled with a part that was known to be missing, damaged or nonconforming; a unit assembled with a substituted, third-party or dealer-supplied fastener, glue, bracket or hardware item; and a unit that was disassembled and reassembled.
11.3 Claim before assembly. Where a nonconformity is visible in the carton or on the loose part, it must be claimed under Section 9 before assembly of that unit begins. Beginning assembly of a unit is acceptance of that unit under 9.9.
11.4 Hinge and drawer adjustment at installation is normal and is not a defect. Doors, drawer fronts and drawer boxes are set to specification at the factory. They shift in transit, in storage, during assembly, and again as the unit is fastened to a wall or floor that is not perfectly plumb, level or square. Adjusting hinges and drawer fronts to set reveals, alignment, overlay, depth and height is a normal and expected part of every installation, on every cabinet line in the industry, and it is the dealer's or the dealer's installer's work. It is not a defect, not a claim under Section 9, and not a warranty matter, and TaliWood owes no labor, no allowance and no service call for it. TaliWood's hinges adjust in three directions and its drawer fronts adjust for height, tilt and reveal; the published installation instructions state the ranges.
11.5 Seasonal readjustment is normal. Reveals, door alignment and drawer alignment change with the seasons as the wood and the house move. Periodic readjustment over the life of the installation is normal maintenance, is the homeowner's or the dealer's responsibility, and is not a defect.
11.6 Hardware supplied loose. Knobs, pulls, organizers, accessories and trim supplied loose are installed by the dealer. Bore location, spacing and centers are the dealer's responsibility unless TaliWood bored the part to a written specification the dealer approved.
12.1 How Products must be stored. From delivery until installation, Products must be stored in a clean, dry, enclosed, climate-controlled space, off the concrete, flat and supported, out of direct sunlight, away from water, and with cartons closed and labels and lot codes intact. Stock must be rotated first in, first out.
12.2 Environmental range. Products must be stored, acclimated, installed and kept in a space held at a temperature between 60 and 80 degrees Fahrenheit and a relative humidity between 30% and 55%. Products must not be stored or installed in an unconditioned building, a garage, a carport, a basement or crawlspace without climate control, an attic, an unfinished structure, a building without operating permanent HVAC, a structure still being dried in, or anywhere exposed to weather. Products are for interior residential use and must not be installed outdoors, in an outdoor kitchen, on a covered patio, in a screened porch, in a sauna or steam room, or in any location without year-round climate control.
12.3 Acclimate before installing. Products must be delivered to the installation space and allowed to acclimate, in their cartons, in the finished and climate-controlled space, for at least 72 hours before installation.
12.4 Wet trades finished first. Products must not be delivered to or stored in a space where concrete, masonry, plaster, drywall mud, paint, tile, self-leveler or flooring adhesive is still curing or drying. The building must be dried in, with permanent HVAC operating, before Products are brought in.
12.5 Claims excluded where these requirements were not met. WARP, BOW, CUP, TWIST, DELAMINATION, JOINT SEPARATION, FINISH CRAZING, BLISTERING, PEELING, CLOUDING, SWELLING, MOLD, MILDEW, ODOR, STAIN, RUST, CORROSION AND ADHESIVE CLAIMS ON PRODUCTS STORED, ACCLIMATED, HANDLED OR INSTALLED OUTSIDE 12.1 THROUGH 12.4, OR HELD MORE THAN ONE HUNDRED EIGHTY (180) DAYS AFTER DELIVERY BEFORE INSTALLATION, ARE EXCLUDED, both under Section 9 and under the Limited Warranty. The dealer bears the burden of showing that Products were stored and installed in compliance with this Section.
12.6 Damage in the dealer's possession. TaliWood is not responsible for damage that occurs after delivery, including handling, forklift, strap, stacking, dropping, water, fire, theft, vandalism, other trades, jobsite damage, and damage in the dealer's showroom, warehouse, truck or yard.
13.1 TaliWood does not install. TaliWood sells Products. TaliWood does not install, does not field measure, does not supply installation labor, does not supervise an installer, and does not inspect an installation. Installation is performed by the dealer, the dealer's installer, the dealer's customer or a builder, in every case as that party's own work and at that party's own risk.
13.2 Installation is excluded from TaliWood's liability. TaliWood is not liable for, and no claim lies for, anything arising out of installation, including: a unit installed out of level, out of plumb or out of square; fastening into a wall, floor or ceiling that does not hold; incorrect shimming, scribing, blocking or bracing; a cabinet cut, drilled, notched or modified in the field; countertop support and fastening; sink, cooktop and appliance cutouts; plumbing, gas, electrical, HVAC and venting connections; appliance fit, clearance and function; countertop, backsplash, tile, flooring, trim, drywall, paint and lighting work; damage to a Product caused by installation; and damage to anything else caused by an installation.
13.3 No labor, no service call, no backcharge. TaliWood is not responsible for any labor costs associated with the installation of its products, including for items found to be defective or damaged in transit. TaliWood owes no installation labor, removal labor, reinstallation labor, service call, trip charge, mileage, freight on a jobsite delivery, countertop removal, countertop refabrication, countertop reinstallation, tile or backsplash repair, plumbing or electrical disconnection and reconnection, appliance handling, painting, touch-up labor, cleanup, or debris removal, and TaliWood does not accept a backcharge, a deduction, a chargeback or an offset for any of them. The dealer is responsible for what it promises its customer on these items.
13.4 Other trades and other products. TaliWood is not liable for countertops, appliances, sinks, faucets, plumbing fixtures, lighting, flooring, tile, backsplash, hoods, or any product TaliWood did not sell, or for any interaction between a Product and one of them, including heat, steam and moisture from an appliance, a dishwasher or a sink, and damage from a leak.
14.1 Authorization is required. All returns must be authorized by TaliWood prior to return shipment. Send authorization requests to claims@taliwood.com. Product returned without a TaliWood-issued return authorization number will be refused, and TaliWood may dispose of it after 30 days without credit. A return authorization is valid for 30 days.
14.2 What may be returned. Only current, stock, unassembled Product, in its original unopened packaging, undamaged, unmarked, in resalable condition, with the label and lot code intact, may be returned.
14.3 What may not be returned. Not returnable: an assembled cabinet; an opened ready-to-assemble carton; a Product that has been assembled, partly assembled, installed, modified, cut, drilled, bored, altered, refinished, painted or touched up; a custom, modified, made-to-size, special-order, custom-finish or non-stock Product; a discontinued style or finish; a display unit, sample, closeout or "as is" Product; trim, mouldings, fillers, panels, toe kick, other cut-to-length items and sales tools; a hardware item or accessory out of its packaging; a Product held more than 60 days after delivery; and a Product that does not meet 14.2. Any returned product deemed unsellable will not receive credit.
14.4 Restocking charge. An authorized return of eligible Product is subject to a restocking charge:
The dealer is responsible for arranging and paying for all return shipments, prepaid. Credit is issued after TaliWood receives and inspects the Product, is based on the net price actually paid, is net of the restocking charge and of any original freight, and is applied to the dealer's account rather than refunded, unless TaliWood elects otherwise. Original freight, accessorial charges and expedite charges are not credited.
14.5 A return is not an admission. A return TaliWood authorizes as an accommodation is not an admission that any Product was nonconforming, is not a warranty claim, and does not extend, restart or toll any period in Section 9 or Section 16.
14.6 Cancelled, refused and undeliverable shipments. Where a dealer cancels after the order is released to production but before shipment, TaliWood may charge the applicable fee in 4.3 or the restocking charge in 14.4 on the affected line items, plus any cost already incurred on custom or non-stock items. Where a dealer refuses a shipment, does not accept a delivery, or the shipment is undeliverable or unclaimed, the dealer owes the restocking charge in 14.4, all freight both ways, and any storage and redelivery charge under 8.5 and 8.9, and the Products may be treated as accepted and invoiced in full at TaliWood's option.
15.1 TaliWood elects the remedy. FOR ANY VALID AND TIMELY CLAIM UNDER SECTION 9, TALIWOOD'S ENTIRE LIABILITY AND THE DEALER'S SOLE AND EXCLUSIVE REMEDY IS, AT TALIWOOD'S SOLE OPTION: (a) SUPPLY OF THE REPLACEMENT COMPONENT UNDER SECTION 10; (b) REPAIR OF THE SPECIFIC NONCONFORMING PRODUCT; (c) REPLACEMENT OF THE SPECIFIC NONCONFORMING PRODUCT; (d) A PRICE ALLOWANCE ON THE SPECIFIC NONCONFORMING PRODUCT; (e) A CREDIT AGAINST THE DEALER'S ACCOUNT; OR (f) A REFUND OF THE NET PRICE PAID FOR THE SPECIFIC NONCONFORMING PRODUCT. The election is TaliWood's. There is no right to demand a refund or a replacement unit where TaliWood elects a part, a repair, an allowance or a credit, and no right to reject, return or revoke acceptance of conforming Products.
15.2 Cap. TALIWOOD'S LIABILITY FOR ANY CLAIM, AND IN THE AGGREGATE FOR ALL CLAIMS ARISING OUT OF A SHIPMENT, MAY NOT EXCEED THE NET INVOICE PRICE ACTUALLY PAID TO TALIWOOD FOR THE SPECIFIC PRODUCTS VERIFIED AS NONCONFORMING, LESS CREDITS ALREADY ISSUED. UNDER NO CIRCUMSTANCE DOES TALIWOOD'S LIABILITY EXTEND TO PRODUCTS NOT CLAIMED AND VERIFIED UNDER SECTION 9, TO OTHER LINE ITEMS ON THE SAME ORDER, TO THE REST OF A KITCHEN OR A JOB, OR TO A SET OR A RUN BECAUSE ONE MEMBER OF IT WAS NONCONFORMING.
15.3 No consequential damages. TALIWOOD IS NOT LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING: LOST PROFIT, LOST SALE, LOST DEPOSIT, LOSS OF USE, LOSS OF A CUSTOMER, LOSS OF GOODWILL; INSTALLATION, REMOVAL AND REINSTALLATION LABOR; COUNTERTOP REMOVAL, REFABRICATION, TEMPLATING AND REINSTALLATION; PLUMBING, ELECTRICAL, TILE, FLOORING, DRYWALL, PAINT AND TRIM WORK; APPLIANCE HANDLING AND STORAGE; SERVICE CALLS, TRIP CHARGES AND MILEAGE; FREIGHT, EXPEDITED FREIGHT, STORAGE, DEMURRAGE, DETENTION AND DISPOSAL; RENT, LODGING, MEALS, PER DIEM AND TEMPORARY KITCHEN COST; PROJECT DELAY, EXTENDED OVERHEAD, ACCELERATION AND LIQUIDATED DAMAGES; PENALTIES, FINES AND ATTORNEY FEES; AND ANY CLAIM, BACKCHARGE, DEDUCTION, CHARGEBACK, SETTLEMENT OR CONCESSION BY OR TO A DEALER'S CUSTOMER, A HOMEOWNER, A BUILDER, A GENERAL CONTRACTOR, AN INSTALLER OR ANY OTHER PERSON, EVEN IF TALIWOOD WAS ADVISED OF THE POSSIBILITY.
15.4 The limitations survive. THE EXCLUSIONS AND LIMITATIONS IN 15.2 AND 15.3 ARE INDEPENDENT OF THE EXCLUSIVE REMEDY IN 15.1 AND SURVIVE AND CONTINUE TO APPLY EVEN IF THE EXCLUSIVE REMEDY IS FOUND TO FAIL OF ITS ESSENTIAL PURPOSE.
15.5 Allocation of risk. The dealer acknowledges that the price reflects this allocation of risk, that TaliWood would not sell at this price without it, and that the price would be materially higher without it.
15.6 Indemnity for what the dealer promises. The dealer indemnifies and holds TaliWood harmless from any claim, loss, cost and attorney fee arising out of a representation, warranty or commitment the dealer makes beyond these Terms and the Limited Warranty, out of the dealer's design, measurement, assembly, installation, storage or handling, and out of the dealer's failure to pass through a warning TaliWood supplies under Section 17.
16.1 Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN THIS SECTION 16, TALIWOOD MAKES NO WARRANTY OF ANY KIND AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THE LIMITED WARRANTY IN THIS SECTION IS THE ONLY WARRANTY TALIWOOD GIVES ON THE PRODUCTS AND IS IN PLACE OF ALL OTHERS.
16.2 What is warranted and for how long. TaliWood warrants that the Products will be free from defects in material and workmanship, measured against TaliWood's published product specification and the tolerances in Section 6, under normal interior residential use and in the environment required by Section 12, as follows, each term running from the date TaliWood delivered the Products:
Product sold as a display unit, floor model, sample, closeout, discontinued style or finish, scratch-and-dent, B-stock or "as is" carries no warranty, under 2.11.
16.3 The Limited Warranty passes through to the dealer's customer. The Limited Warranty is not a warranty to the dealer alone. It runs through the dealer to the dealer's customer. A dealer may, and should, give the Limited Warranty to its customer at the point of sale, and may state that TaliWood warrants the Products to that customer on the terms of this Section 16. The Limited Warranty runs to the Original Residential Purchaser, meaning the person who first purchases the Products from an authorized TaliWood dealer for installation in a private residence that the person owns and occupies as a primary or secondary dwelling. Where a builder or developer purchases and installs the Products in a residence that is or will be owned and occupied by a purchaser as a primary or secondary dwelling, the Limited Warranty may be assigned once, to the first owner-occupant of that residence, who is then the Original Residential Purchaser. Original Residential Purchaser does not include a corporation, partnership, limited liability company, trust, governmental body, school, religious organization, landlord, rental operator, short-term rental operator, condominium or cooperative association, or any person purchasing for resale.
16.4 The pass-through does not make anyone a buyer from TaliWood. TaliWood sells Products to authorized dealers. The dealer sells to its own customer, in its own name, on its own terms. The Limited Warranty is a benefit TaliWood extends to the Original Residential Purchaser of Products bought through an authorized TaliWood dealer. It is not a contract of sale between TaliWood and that person, it does not make that person a buyer or a customer of TaliWood, it does not entitle that person to buy anything from TaliWood, and it does not give that person any right in the sale between TaliWood and the dealer. A homeowner who wants TaliWood Products should find a TaliWood dealer.
16.5 Transfer. The Limited Warranty is not transferable, except for the one assignment by a builder or developer described in 16.3. It ends when the Original Residential Purchaser sells, transfers or stops occupying the home, and it does not run to a later owner, a tenant, or a purchaser of the Products by themselves.
16.6 The only remedy. Where a Product is defective and the claim is valid and timely under 16.8, TaliWood will, at its sole option, repair the Product, supply the replacement component, replace the Product, or credit or refund the net price paid for it. That is the entire warranty remedy. The Limited Warranty covers parts only. It does not cover labor, and TaliWood does not pay for removal, reinstallation, installation, a service call, freight beyond ground freight on the replacement part, countertop removal or refabrication, or any other cost. Clauses 15.2, 15.3 and 15.4 apply to every warranty claim in full.
16.7 What the Limited Warranty does not cover. The Limited Warranty does not cover, and TaliWood is not liable for:
16.8 How a warranty claim is made. Start with your dealer first. A warranty claim is made through the authorized TaliWood dealer that sold the Products. The dealer submits it to TaliWood, in writing, at claims@taliwood.com, with the original invoice or order confirmation number, the dated proof of purchase, a description of the defect item by item, and photographs that show the whole unit, the defect, and the label or lot code. A warranty claim received at hello@taliwood.com also counts and is routed to the claims desk. TaliWood may require a clear photograph, an inspection by a TaliWood representative, or the return of the defective Product or component, at TaliWood's cost where the claim is valid. Where the selling dealer is no longer in business or cannot be identified, the Original Residential Purchaser may submit the claim to TaliWood directly at the same address with the same information, and TaliWood will handle it under this Section; that does not make the Original Residential Purchaser a buyer from TaliWood under 16.4. No return, repair or replacement may be made without TaliWood's prior written authorization. Whether a Product is defective is determined by TaliWood, and a Product TaliWood determines is not defective is not eligible for credit, repair or replacement.
16.9 Prompt notice. A warranty claim must be made promptly, and in any event within 60 days after the defect is first discovered or reasonably should have been discovered, and in no event after the applicable warranty term in 16.2 has ended. A delay that makes it impossible to tell whether the Product was defective when delivered, or that lets the condition get worse, reduces or ends the claim to that extent.
16.10 Discontinued styles and finishes in a warranty claim. TaliWood reserves the right to alter the design, specifications and material of its products. Where the style, finish, species, component or hardware item is no longer manufactured when a warranty claim is made, TaliWood may supply the nearest available substitute in style, species and color. TaliWood cannot guarantee that the finish of any repaired or replaced Product will exactly match the original, does not warrant that a substitute will match, and has no obligation to refinish, replace or re-run any Product that was not itself defective in order to make an installation match. Clause 6.7 applies. Where repair or replacement is not commercially feasible, TaliWood may refund the original price paid or issue a credit toward a similar product.
16.11 State law. Some states do not allow the exclusion or limitation of incidental or consequential damages, or a limitation on how long an implied warranty lasts, so some of the limitations above may not apply in those states. The Limited Warranty gives the Original Residential Purchaser specific legal rights, and that person may have other rights that vary from state to state. Each exclusion and limitation applies to the maximum extent the law of the applicable state allows, and the unenforceability of one does not affect the rest.
16.12 Also published on its own page. TaliWood publishes the Limited Warranty on its own Warranty page so a dealer can give it to its customer as a standalone document. That page and this Section 16 are the same warranty. Where they differ, the version of this Section 16 in effect on the date TaliWood accepted the order controls.
17.1 Formaldehyde emissions: TSCA Title VI and CARB Phase 2. The composite wood panels used in the Products, meaning hardwood plywood, particleboard and medium-density fiberboard, are certified by an EPA-recognized third-party certifier as complying with the formaldehyde emission standards of the Toxic Substances Control Act Title VI, 40 CFR Part 770, and with the California Air Resources Board Airborne Toxic Control Measure, 17 CCR 93120, Phase 2. The two standards carry the same emission limits. TaliWood labels Product cartons as required by those rules, and the statement of compliance on TaliWood's invoice or bill of lading is TaliWood's certification for the dealer's recordkeeping. The dealer must keep TaliWood's invoices, bills of lading and labels for at least 3 years, must not remove or alter a compliance label on a carton or a Product, and must pass the compliance information through on its own resale documents where its customer or a regulator requires it.
17.2 California Proposition 65. Where a warning is required under the California Safe Drinking Water and Toxic Enforcement Act of 1986, 27 CCR 25600 and following, for a Product sold into or installed in California, TaliWood supplies the warning text, and where applicable a label, with the Product or on its website. The dealer is responsible for passing the warning through to its customer on its own quotation, order, invoice, website, catalog or point-of-sale display as the rule requires for the dealer's channel, and for giving it to an installer. The dealer indemnifies TaliWood under 15.6 for a failure to do so. Formaldehyde and wood dust are substances listed under that Act, trace amounts of formaldehyde can be present in a composite wood product that fully complies with 17.1, and cutting, drilling and sanding a Product generates wood dust. The dealer and its installer are responsible for dust control and personal protective equipment on a jobsite.
17.3 Lacey Act and wood sourcing. TaliWood, as importer of record for imported Products, files the plant and plant-product declarations the Lacey Act requires, 16 U.S.C. 3371 and following, and maintains records of species and country of harvest. TaliWood will provide reasonable documentation of species and origin on written request.
17.4 Performance standard. Where a Product is certified to the ANSI/KCMA A161.1 Performance and Construction Standard for Kitchen and Vanity Cabinets, TaliWood says so for that Product line, in writing, and the certification is to the edition stated. Certification is not claimed for a Product line unless TaliWood states it in writing for that line, and a reference to the standard in a catalog, a rendering, a dealer's material or a third party's material is not a certification and is not a warranty. The Limited Warranty in Section 16 and the tolerances in Section 6 are TaliWood's own commitments and are not conditioned on, and are not enlarged by, any third-party certification.
17.5 No other regulatory representation. Except as stated in this Section, TaliWood makes no representation about the Products' compliance with any building code, energy code, accessibility standard, fire rating, green building rating, procurement specification, indoor air quality program or environmental label. The dealer is responsible for compliance at the point of use under 5.2.
18.1 TaliWood may discontinue. TaliWood may add, change, restyle, re-engineer, reprice or discontinue any door style, finish, species, size, construction, component, hardware item, accessory or entire product line at any time, without notice and without liability.
18.2 Continued availability is not warranted. TaliWood does not warrant that any Product will remain available. A dealer may not rely on continued availability for a later phase of a job, a punch list, a future add-on, a warranty replacement, a display refresh or a customer's future remodel, and may not promise it to its customer.
18.3 Multi-phase jobs. Where a job will be ordered in phases, the whole job should be ordered at once under 6.8, or the dealer accepts the risk of discontinuation and of color variation between runs. TaliWood will not hold, reserve or guarantee a style, a finish or a production lot without a written agreement signed by an officer of TaliWood.
18.4 Discontinued Product on the shelf. Product TaliWood has already discontinued and sells as closeout is sold under 2.11. It is not returnable, is not eligible for rush or expedited service, and carries no warranty.
19.1 COD is the default; Net 30 is by approval. Orders are COD by default: payment in full is required before an order is processed. Net 30 terms are available to qualifying dealers upon approval of a credit application; download the Dealer Credit Application and submit the completed form to Accounting@Taliwood.com. Payment may be made by ACH, Wire, or Credit Card. Checks are not accepted. Credit Card payments are subject to a 3% processing fee applied to the total invoice amount. Where a dealer and TaliWood have a signed credit agreement, payment terms, credit, credit limits, late charges, application of payments, invoice disputes, default, acceleration, collection costs and attorney fees are governed by that agreement, which controls over these Terms on all of those subjects. Payment terms, due dates or discount terms printed on an invoice, statement, packing list, order confirmation, quotation or portal screen do not add to, vary, extend or waive the payment terms in a signed credit agreement or in this clause, and where such a document shows terms more favorable to the dealer it is an error the dealer may not rely on. Only a writing signed by an officer of TaliWood changes payment terms.
19.2 No setoff or chargeback. A PENDING, DISPUTED OR UNRESOLVED CLAIM OR WARRANTY CLAIM DOES NOT ENTITLE A DEALER TO WITHHOLD, OFFSET, DEDUCT OR DELAY PAYMENT OF THE INVOICE IN QUESTION OR OF ANY OTHER INVOICE. THE DEALER WAIVES ANY RIGHT OF SETOFF, DEDUCTION OR RECOUPMENT, AND MAY NOT DEDUCT A BACKCHARGE, A LABOR CHARGE, A SERVICE-CALL CHARGE, A COUNTERTOP CHARGE OR ANY OTHER CHARGE FROM A PAYMENT. Any credit TaliWood approves is applied to the dealer's account and is not deducted unilaterally by the dealer.
19.3 TaliWood may suspend. TaliWood may suspend production and shipment, hold an order, withhold credit and require prepayment or security while any balance is past due or while a dealer is in default under a credit agreement, in each case without liability and without that being a breach of any order.
19.4 Security interest. TaliWood retains a purchase-money security interest in the Products and their proceeds until the price is paid in full, to the extent the credit agreement or applicable law provides. Where the credit agreement addresses security, the credit agreement controls.
20.1 TaliWood is not liable for delay or failure to perform caused by an event beyond its reasonable control, including an act of government, a tariff or trade action, a customs, port, vessel, rail or drayage delay, a carrier or equipment shortage, a labor disruption, a fire, a flood, severe weather, an epidemic, a war, a cyber or systems outage, a utility interruption, and a shortage of raw material, component, hardware or finish material. TaliWood may allocate available Products under 4.5, and may cancel an affected order without liability where the event continues for more than 60 days.
21.1 The dealer's actions. ANY ACTION BY A DEALER ARISING OUT OF OR RELATING TO A SALE, THE PRODUCTS, THE LIMITED WARRANTY OR THESE TERMS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER DELIVERY. The parties agree that this is a reduction of the period of limitation by the original agreement of the parties under Tex. Bus. & Com. Code 2.725(a), that one year is a reasonable period, and that it applies to every claim, cause of action, counterclaim, cross-claim, defense in the nature of a claim, and third-party claim a dealer may assert, however characterized, including breach of contract, breach of warranty, nonconformity, shortage, delay, misrepresentation, negligence, and any statutory claim. If a one-year period is unenforceable under applicable law, the period is the shortest enforceable period and in no event more than two (2) years after delivery.
21.2 TaliWood's actions are not shortened. Nothing in this Section, and nothing anywhere in these Terms, shortens the time for any action by TaliWood. TaliWood has the full period allowed by applicable law, and in no event less than four (4) years, to commence any action for the price of Products sold, or to collect or enforce any invoice, account, open or stated account, account balance, unpaid principal, finance charge, service charge, late charge, interest, returned-item fee, collection cost, court cost or attorney fee, or to enforce any credit agreement, guaranty, security agreement, security interest, letter of credit or other credit support, or to recover Products or proceeds. Every reduction of a limitations period in these Terms applies only to actions by a dealer.
21.3 No reciprocity. The dealer acknowledges that the reduction in 21.1 is part of the allocation of risk reflected in the price under 15.5, that it is not conditioned on any reciprocal reduction, and that it is enforceable although it applies only to the dealer. The dealer waives any argument that the period in 21.1 must be applied to TaliWood, and any argument that 21.2 makes 21.1 unenforceable. If a court holds that 21.1 cannot apply to the dealer unless it also applies to TaliWood, then 21.1 is void and the dealer's claims are governed by the longest period that leaves 21.2 intact.
21.4 The Limited Warranty term is not a limitations period. The warranty terms in 16.2 state how long TaliWood's warranty obligation lasts. They do not extend the period in 21.1 for bringing an action, and 21.1 runs from delivery in every case. This clause does not shorten the Limited Warranty itself, which continues to run for its stated term, and TaliWood honors a valid warranty claim on its own terms whether or not an action could still be brought.
22.1 Texas law. TEXAS LAW GOVERNS, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.
22.2 Venue. EXCLUSIVE VENUE IS THE STATE DISTRICT COURTS SITTING IN HARRIS COUNTY, TEXAS, OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS, HOUSTON DIVISION, and the parties consent to personal jurisdiction there and waive any objection to venue and any claim of inconvenient forum.
22.3 Jury trial waiver. EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING OUT OF OR RELATING TO A SALE OF PRODUCTS, THE PRODUCTS, THE LIMITED WARRANTY, THESE TERMS, OR ANY COURSE OF DEALING OR STATEMENT BETWEEN THE PARTIES.
22.4 Where a signed credit agreement exists. Where a dealer and TaliWood have a signed credit agreement, that agreement controls over these Terms on payment terms, credit, credit limits, late charges, application of payments, invoice disputes, default, acceleration, collection costs, attorney fees, governing law, venue and jury trial. On every other subject these Terms control. These Terms and the credit agreement are to be read together, and neither creates a right to withhold payment.
22.5 Severability. If any provision is held unenforceable, it is modified to the minimum extent needed to be enforceable and the remainder stays in force. If a provision cannot be modified, it is severed and the rest stays in force.
22.6 Survival. Clauses 1.3, 1.4, Sections 6, 7, 9, 10, 11.2, 12.5, 13, 15, 16, 17, 2.11, 19.2, 21 and 22 survive delivery, acceptance, payment, and any termination or cancellation of an order, of a dealer authorization, or of a credit agreement. Clause 21.2 survives without limitation.
22.7 No assignment. A dealer may not assign an order or any right under these Terms without TaliWood's written consent. TaliWood may assign to an affiliate or to a successor.
22.8 No waiver. TaliWood's failure or delay in enforcing a provision is not a waiver of it. A waiver is effective only in writing, signed by an officer of TaliWood, and only for the instance stated.
22.9 Independent parties. A dealer is an independent business. These Terms do not create an agency, partnership, joint venture, employment, franchise or exclusive relationship, and do not grant a territory.
22.10 Construction. Headings are for convenience only. "Including" means including without limitation. "Days" means calendar days unless the provision says business days. No rule of construction against the party that drafted these Terms applies.
23.1 Versioning. Each version of these Terms carries a version number and an effective date, and is published at its own permanent address in the version history. TaliWood does not edit a published version. A change is made by publishing a new version with a new number and a new effective date.
23.2 Which version applies. The version that governs a sale is the version in effect on the date TaliWood accepted the order for that sale. A later version does not apply to an order TaliWood accepted before that version's effective date, and does not change any claim period, deadline, remedy or limitation that had already begun to run. Dealers who accepted an earlier version on their application are governed by that version for orders accepted before this version's effective date.
23.3 Availability. TaliWood keeps every prior version available at its permanent address and will provide a copy of any version on written request to dealers@taliwood.com.
23.4 Version history.
23.5 Changes to these Terms. TaliWood reserves the right to revise these Terms & Conditions at any time by publishing a new version under this Section. The current version is always posted on this page with its version number and effective date. Continued participation in the dealer program constitutes acceptance of the current version for orders accepted on or after its effective date.
For questions about these Terms & Conditions or about specific operational policies, contact:
Our Privacy Policy and Limited Lifetime Warranty cover the data and product-quality side of the relationship.