1. General. “Seller” means RM Interior Concepts LLC, a New Jersey limited liability company. “Buyer” means the person, firm or corporation executing an order for goods or services supplied by Seller (hereinafter “Products or Services”). These Terms and Conditions are in lieu of and replace any and all terms and conditions set forth in any documents issued by Buyer. Any additional, different, or conflicting terms and conditions on any such document issued by Buyer at any time are hereby rejected by Seller and shall not be binding in any way on Seller.

2. Price. 

1. Unless otherwise indicated, prices do not include, and Buyer is responsible for and agrees to pay (unless Buyer shall provide Seller at the time an order is submitted with an exemption certificate or other documents acceptable to taxing or custom authorities), all sales, use, value added, excise and all other federal, state or local or foreign taxes, import or customs fees and duties associated with an order, if applicable, however designated, except for taxes on Seller’s net income. If applicable, a separate charge for taxes will be shown on Seller's Final Invoice.

2. Procurement Fee. If the scope of Seller’s Services includes sourcing items or materials as described in Seller’s Design Plan, Seller will be entitled to a 10% fee of the gross purchase price of the items (“Procurement Fee”). If any such items are ultimately rejected in accordance with Section 4 and cannot be replaced despite Seller’s reasonable efforts, the Procurement Fee will be prorated and refunded, if applicable. 

3. Estimate expiration. Due to the volatile nature of the supply chain for parts and materials, the estimated cost as reflected in the Proposed Invoice are subject to change until the order is placed with Seller and any applicable manufacturer or vendor.

3. Payment Terms. 

1. Down Payment. Unless otherwise noted on the Proposed Invoice, 60% of the sum, as well as any applicable taxes including but, not limited to sales tax, is required upfront within five (5) days of when the Proposal or Invoice is issued (“Down Payment”).
   Unless otherwise agreed upon by Seller, no orders will be placed until a Down Payment is received. 

2. Inclusive of the Down Payment for Seller’s Services, Buyer is eligible for the first draft plus three (3) revisions of Seller’s Design Plan. If Buyer requests any additional revisions for any reason, such revisions will be an additional charge based on a commercially reasonable hourly rate as determined by Seller (but not less than $150/hour) that will be indicated on the Final Invoice as “Ancillary Revision(s)”.

3.  Delivery Payment 35% of the remaining sum shall be paid by Buyer within ten (10) days of delivery of the work (“Delivery Payment”).

4. Final Payment. The outstanding 5% of the invoice shall be paid in full by Buyer when the work is completed within ten (10) days of when the Final Invoice is issued and/or after any Punch List (as later defined herein) items are addressed, whichever is the latter. Any additional change orders or fees, such as but not limited to, Ancillary Revisions, if applicable, shall be paid by Buyer when the work is completed as prescribed in the Final Invoice.

5. Any amount not paid on time shall be subject to a late fee of 1.5% per month prorated (18% per annum), or the maximum interest rate allowable by law, whichever is the highest. Additionally, Buyer shall pay a fee of $250 USD for any checks returned unpaid to Seller for any reason. In the event an attorney is employed, or expense is incurred to compel payment of the invoice or to declare any action or proceeding is commenced, Buyer agrees to pay all costs and expenses associated with collection of unpaid sums, including but not limited to attorney’s fees. 

6. Seller, in its sole discretion, reserves the right to change terms of payment and/or discontinue further service appointments or shipments, without prejudice to any other lawful remedy, until past due payments are made and satisfactory assurances of Buyer’s credit standing is received by Seller.

7. Credit card fee. A 3.9% credit card processing fee will be automatically added to all payments made by credit card, except as otherwise detailed in the purchase order and/or at Seller’s discretion. 

8. As collateral security for the payment of the purchase price of the Products and Services, the Buyer hereby grants to Seller a security interest in and to all of the right, title and interest of the Buyer in and to the Products and Services, and agrees that Seller may file a lien for any non-payment pursuant to the terms and conditions herein. The security interest granted under this provision constitutes a purchase money security interest under the Uniform Commercial Code. The Buyer agrees to assist Seller in taking any action Seller deems necessary or appropriate to perfect and protect Seller’ security interest, including the filing of any financing statements, continuation statements and other documents under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby.

4. Inspection and Acceptance and Design and Procurement Services. Upon receipt of the Products or Services, Buyer agrees to inspect and/or test the Products or Services. The Products or Services shall be deemed accepted by Buyer unless Buyer provides Seller a timely written notice specifically noting any defects or discrepancies in the quality or quantity of the Products or Services received (“Punch List”). All notices regarding nonconforming Products or Services, shortages, rejection or revocation of acceptance must be made in writing and received by Seller no later than ten (10) days from the date of Seller's invoice or provision of Products or Services (whichever occurs later), which Buyer agrees is a reasonable time frame within which to diligently inspect and provide notice to Seller. Buyer waives any right to reject the shipment or revoke acceptance thereafter. If the scope of Seller’s Services includes sourcing items or materials, Orders may not be canceled or returned (unless the vendor or manufacturer approves the return) for any reason after Seller has placed the order with the vendor or manufacturer. Buyer acknowledges that typically, custom cabinetry is not eligible for return or refund. Seller does not install cabinetry, appliances, or any other Products and assumes no liability for work performed by third parties performing installation services or any other services use to implement Seller’s Design Plan. The Buyer hereby agrees to hold Seller harmless for any damages, losses, injuries, or any other defects or loss of use resulting from installation by third parties of cabinetry, appliances, or any other Products. 

5. Warranties and Limitations of Liability.

1. The Products or Services are purchased as-is without warranty beyond the vendor or original manufacturer’s warranty, except if otherwise specified in the sale or purchase order. Seller will communicate to Buyer if such warranties exist upon request from Buyer. Upon acceptance of Products or Services in accordance with Section 4, following full payment, Seller will assign any applicable manufacturer’s warranty to Buyer. Any Products or Services that become defective after the warranty has been assigned must be mitigated directly between Buyer and Vendor/Manufacturer. Seller offers no return policy; the return policy of any Vendor/Manufacturer shall be the only applicable return policy available to Buyer. Seller does not provide any additional warranties. Seller shall not be liable or responsible for any loss or damage due to any delays in delivery whatsoever; Buyer shall look solely to Vendor/Manufacturer for any such coverage and/or protection. 

2. THE EXPRESS WARRANTY SET FORTH IN THIS SECTION 5 IS THE ONLY WARRANTY APPLICABLE TO THE PRODUCTS OR SERVICES SOLD SUBJECT TO THESE TERMS AND CONDITIONS AND IS EXPRESSLY IN LIEU OF ANY OTHER WARRANTY BY SELLER, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

3. In no event shall Seller's liability arising in connection with or under this proposal or invoice (whether under the theories of breach of contract, tort, misrepresentation, fraud, warranty, negligence, strict liability or any other theory of law) exceed the purchase price, the current market value or residual value of the Products or Services, whichever is less. Buyer shall in no event be entitled to, and Seller shall not be liable for, direct, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, loss of profit or revenue.

6. Work Product. All drawings, specifications, or other design documents used to produce the Design Plan, are considered “Work Product”. Seller maintains all rights title and interest in all Intellectual Property Rights in Work Product. Buyer is granted a non-exclusive license to use such Work Product solely for the purposes of executing and maintaining the Design Plan, and not for Buyer’s commercial use. Any unauthorized use of Work Product, including any alteration, shall be at Buyer’s sole risk and without liability to Seller. Buyer agrees to indemnify and hold harmless Seller, against any claims, damages, liabilities and costs due to any unauthorized use, misinterpretation, or modification of the Work Product by Buyer or any person or entity that acquires or obtains the Work Product from or through Buyer.

7. Force Majeure. Seller shall have the right to suspend its performance hereunder (which shall not apply to payments due and owing), without penalty or liability, in the event of war, riot, flood, acts of God, fire, court order, strike, work stoppage, act of governmental authority, or other causes beyond their control (a “Force Majeure Event”). Delays in delivery due to a Force Majeure Event shall automatically extend the delivery date for a period equal to the duration of such event. 

8. Default and Cancellation. In the event of Buyer’s default in payment for the Products or Services purchased hereunder upon the terms and conditions agreed upon with Seller, Buyer shall be responsible for all reasonable costs and expenses (including reasonable attorney’s fees) incurred by Seller in collection of any sums owing by Buyer, and Seller shall not be obligated to make any further deliveries to Buyer. Should Buyer elect to cancel its order, in whole or in part, Buyer shall be liable to Seller for reasonable cancellation charges that shall include but not be limited to all costs and expenses incurred by Seller in connection with procuring and filling Buyer’s purchase order as well as a cancellation fee equal to eight percent (8%) of the Down Payment. Seller shall have the right to terminate this purchase order in whole or in part at any time, with or without cause, by giving prior written or oral notice to Buyer effective upon receipt. If Seller terminates this Agreement with cause due to Buyer’s material breach, Seller is permitted to charge a penalty fee equal to twenty-five percent (25%) of the Down Payment.

9. Applicable Law. Buyer agrees to comply with all applicable laws and regulations of the various states and of the United States (or international laws, treaties, regulations and export laws) in the use of the Products or Services.

10. Governing Law. This invoice shall be governed by and construed according to the laws of the state in which Seller resides, which is New Jersey (the “Forum State”), without giving effect to the principles of choice of law of such state. The parties hereto agree that the federal or state courts of the Forum State shall have exclusive jurisdiction to determine any controversy relating to this Agreement and any contract resulting from its acceptance or the performance thereof. Additionally, the parties hereto waive any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement.

11. Miscellaneous.

1. The failure of either party to insist upon performance of any provision in this contract shall not be construed as waiving the provision and it shall remain in effect.

2. All notices required or permitted herein shall be in writing and sent by reliable overnight courier to Seller or Buyer at the address stated on the face page of this invoice or to the address as either party may from time to time advise in writing. A copy of any applicable notice must also be sent to Seller via email.

3. No modification or amendment of these Terms and Conditions shall be effective unless agreed to in writing and signed by Buyer and Seller’s authorized representatives.

4. In the event that any provision of these Terms and Conditions is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.

5. These Terms and Conditions, together with terms and conditions set forth on the face page of the conditional sales contract or in the Seller’s invoices to Purchaser (i) contain the entire agreement between Seller and Purchaser relating to this sale, and expressly supersede any and all prior or contemporaneous written or oral agreements relating to said sale, including any terms and conditions on any of Purchaser's documents or purchase orders, and (ii) shall be binding upon and inure to the benefit of the heirs, successors and permitted assigns of the parties.

12. Media Release. Buyer grants Seller permission to use, for an indefinite period of time, all or any portion of any photographic portraits or pictures and/or electronic/digital/video footage or similar likeness of Buyer’s premises or the installation created by Seller (the “Content”) as follows: the right to reproduce, display, distribute, and otherwise use the Content in connection with Seller’s website or social media pages and for other marketing or commercial purposes, including but not limited to, emails, electronic or digital or printed media, other customer communications, and marketing materials. Seller may display advertisements in connection with the Content or on pages where the Content may be viewed by Seller or others, or may use the Content to advertise and promote Seller. Seller’s right to use the Content is nonexclusive, meaning Buyer may use the Content for its own purposes or let others use the Content for their purposes. Buyer agrees that Seller will not now or in the future owe Buyer anything i.e., monetary, favors, rights, etc., in connection with their use of the Content.

13. Design, Measurement, and Delivery.  It is the Buyer’s responsibility to check the plans in detail and relay any specific details to your designer. It is the Buyer’s responsibility to ensure that the drawings conform to any plumbing, gas fitting, electrical or any other building regulations, codes of practice, or other requirements. If in doubt you should seek the advice of another qualified professional. Drawings that are supplied by us to you are a visual representation of the kitchen and to assist with your decision making; they do not represent the exact final measurements of the kitchen nor do we take responsibility for the accuracy of the drawings. They also do not include any accessories in the images and may not include appliances, sinks, tapware and other fittings. All dimensions and size designations given are subject to verification on job site and adjustment to fit job conditions. Please note that Seller is a design only service and that we can only advise from a design point of view. Any decision you take to move a door, window, wall or any other structural alterations, even at Seller’s suggestion, must be done with the agreement of your architect, engineer, builder, or any other person qualified to make such decisions. The Buyer bears full responsibility to ensure the access to the delivery areas is accessible and cleared of any obstructions and hazards. Delivery of Products may be delayed or canceled at the sole discretion of Seller if the worksite is determined to be unsafe. Delivery date change requests by the Buyer or the Buyer’s representatives must be submitted to Seller no later than ten (10) business days prior to a scheduled delivery. Delivery services are provided by third parties, and the Buyer hereby agrees to hold Seller harmless for any and all damages, losses, injuries, or any other defects or loss of use resulting from the delivery of cabinetry, appliances, or any other Products.