Valleywood Cabinetry Sales Terms and Conditions

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VALLEYWOOD CABINETRY®


GENERAL TERMS AND CONDITIONS FOR THE SALE OF GOODS


Welcome to the general terms and conditions for the sale of goods by Valleywood Cabinetry® (hereinafter referred to as the “Agreement”). In this Agreement, “Valleywood” refers to Scioto Valley Woodworking, Inc., an Ohio corporation, doing business as Valleywood Cabinetry®. “Buyer” refers to any individual, entity, or party that engages in a purchase or seeks to purchase goods from Valleywood Cabinetry. This Agreement intended to establish the foundation of our business relationship and provide clarity on our mutual obligations. Buyer must review and agree to this Agreement before engaging in any purchase transaction.


  1. Acceptance and Contract.
    1. Order Placement. When Buyer places an order, it is considered an offer to purchase the products under this Agreement. The contract is not established until Valleywood provides a written acceptance of the order.
    2. Order Confirmation. Valleywood will review the order and confirm acceptance by sending an order confirmation to Buyer. The order confirmation will include essential details such as the products ordered, prices, estimated delivery time, and other relevant information. The issuance of the order confirmation establishes a binding contract.
    3. Acceptance of the Terms and Conditions. By placing an order, Buyer agrees to abide by this Agreement in entirety and will be deemed an acceptance of these terms and conditions. No terms or conditions put forth by Buyer shall be binding unless expressly agreed to in writing by Valleywood.
    4. Electronic Agreement. Acceptance of this Agreement can also be signified electronically, such as through clicking an “I Accept” button on a website or via email confirmation. Such electronic consent is considered legally binding.
    5. Modification. Valleywood reserves the right to amend or modify this Agreement at its discretion. Any attempt by Buyer to alter or amend this Agreement will not be binding unless there is written consent from an authorized representative of Valleywood.
    6. Termination. In addition to any remedies that may be provided under this Agreement, Valleywood may terminate this Agreement with immediate effect if Buyer: (i) Fails to pay any amount when due under this Agreement, and such failure continues for 30 days after Buyer’s receipt of written notice of nonpayment; (ii) Has not otherwise performed or complied with any of this Agreement, in whole or in part; (iii) Becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
    7. Exclusion of Third-Party Platforms. This Agreement pertains solely to products purchased directly from Valleywood. Products acquired from third-party platforms, including but not limited to Lowes Online or other external vendors, are not governed by the terms and conditions of this Agreement. Buyers should refer to the respective terms and conditions provided by those third-party platforms when purchasing Valleywood products from such sources.
  2. Prices.
    1. Pricing Structure. Prices of Valleywood products are subject to change based on various factors including, but not limited to, market conditions, material costs, labor costs, and changes in supplier prices. Valleywood reserves the right to adjust its pricing structure based on the foregoing factors in its sole discretion and without prior notice.
    2. Quotations. All quotations provided by Valleywood are valid for a period of 30 days from the date of issue unless otherwise specified. After this period, prices are subject to re-evaluation, and a new quotation may be provided upon Buyer’s request.
    3. Prices. Once an order is confirmed and full payment is received by Valleywood, the prices for that specific order are locked in. No subsequent changes in prices will apply to that particular order.
    4. Taxes and Fees. Unless otherwise stated, the prices do not include any applicable sales, use, excise, or similar taxes. Buyer is responsible for payment of all such taxes or for providing a valid exemption certificate. Additional fees may apply for special requests or services outside the standard offerings.
    5. Discounts and Promotions. Valleywood may offer promotional pricing or discounts at its sole discretion. These offers are subject to specific terms and conditions and may be modified or discontinued by Valleywood without notice.
    6. Custom Orders. Prices for custom orders, modifications, or special requests will be quoted individually based on the specifications, materials, and labor required. Custom orders are non-refundable.
    7. Price Errors. In the event of a pricing error on the website or in any documentation provided to Buyer, Valleywood reserves the right to correct the price. If a purchase has been made at the incorrect price, Valleywood will inform Buyer of the correct price, and Buyer will have the option to continue with the order at the correct price or cancel the order for a full refund.
    8. Payment Plans. Where applicable, and expressly agreed upon in writing, payment plans can be arranged. However, the payment plans may be subject to change or cancelation in the sole discretion of Valleywood if the total amount is not paid according to the agreed-upon schedule.
    9. International Sales. For international sales, additional charges including but not limited to shipping, duties, and taxes are the responsibility of Buyer.
  3. Payment.
    1. Pre-Payment. All orders must be paid in full before processing unless a special payment arrangement has been agreed upon in writing by Valleywood.
    2. Special Payment Terms. Special payment terms may be offered at Valleywood’s discretion to qualified Buyers based on a thorough credit assessment and a history of timely payments. Payments that are not received within 30 days following the due date will incur a late fee of 8% of the total order amount or the maximum rate permissible under applicable law. Valleywood reserves the right to suspend the processing or delivery of pending orders in cases where Buyer has overdue payments.
    3. Lien. For non-prepared orders or orders made under special payment terms, Buyer hereby grants to Valleywood a lien on and security interest in and to all of the right, title, and interest of Buyer in, to, and under the products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Ohio Uniform Commercial Code.
    4. Costs of Collection. Buyer agrees to bear all costs associated with the collection of overdue payments, including but not limited to, legal fees, collection agency fees, and court fees.
    5. Payment Methods. Valleywood may use various payment methods to facilitate a convenient purchasing experience for Buyer. These payment options may include, but are not limited to, credit/debit cards, bank transfers, and other secure electronic payment platforms.
      IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY BUYER THAT VALLEYWOOD SHALL NOT BE LIABLE FOR ANY ISSUES, DISPUTES, OR LIABILITIES ARISING FROM OR CONNECTED TO THE USE OF THESE PAYMENT PLATFORMS, INCLUDING BUT NOT LIMITED TO, TRANSACTION ERRORS, SERVICE DISRUPTIONS, UNAUTHORIZED ACCESS, OR DATA BREACHES.
    6. Payment Disputes. Any disputes regarding invoices or payments must be reported to Valleywood in writing within 30 days from the invoice date. Failure to dispute within this period constitutes an unequivocal acceptance of the invoice.
    7. Refunds. Refunds, if applicable under this Section 3, will be processed according to the return and cancellation policies stipulated in sections 5 and 6 of this Agreement, respectively.
    8. Credit Limit. For Buyers on special payment terms, Valleywood may set a credit limit in its sole discretion and based on the creditworthiness of Buyer. Orders that exceed the established credit limit must be partially paid in advance to bring the account within the credit limit.
  4. Shipping.
    1. FOB Terms. Products are sold on Free on Board (“FOB”) Valleywood’s warehouse unless an alternative arrangement is explicitly agreed upon. Under FOB terms, Buyer assumes ownership and all associated risks of the products once the products leave Valleywood’s premises.
    2. Buyer-Arranged Shipping. In cases where Buyer opts to arrange their own shipping, Buyer takes full responsibility for any damages, losses, or issues that may occur during transportation.
    3. Valleywood-Arranged Shipping. When Valleywood is responsible for arranging shipping, Buyer will take responsibility for addressing any freight damages directly with the logistics company.
    4. Delivery Times. Valleywood aims to provide estimated delivery times accurately, but these are not guaranteed. Unforeseen circumstances, such as weather conditions, traffic, or logistic service provider delays, may affect the actual delivery time.
    5. Shipping Costs. Unless otherwise agreed, Buyer is responsible for all shipping costs. These costs may be included in the invoice or billed separately, depending on the agreed shipping terms.
    6. International Shipping. For international orders, Buyer is responsible for all custom duties, taxes, and fees associated with the import of products. Valleywood is not liable for delays caused by customs inspections or regulations.
    7. Inspection Upon Receipt. Buyer is encouraged to inspect all products upon receipt promptly. Any visible damages should be documented, and Valleywood should be notified immediately to facilitate the claim process with the logistics partner if applicable.
    8. Shipping Claims. To file a claim for damage or shortage, please include the following information: order number, buyer’s name, shipping address, a brief description of the damage, and pictures of the damage. Any claims for shipping damages or shortages must be reported to Valleywood within 21 days after the products’ receipt. Valleywood is dedicated to resolving such issues swiftly and effectively. If Buyer does not make a claim within 21 days of receipt, Buyer will be deemed to have waived his right for any freight claim. Valleywood reserves the right to review each claim and make a determination whether all, part of, or none of the order can be replaced.
  5. Returns.
    1. Authorization Requirement. All product returns must receive prior approval from Valleywood. Buyer must request a return authorization, which will be issued at Valleywood’s discretion based on the evaluation of the return request. Unauthorized returns will be refused or returned to Buyer at their expense.
    2. Time Frame for Returns. Buyer must initiate returns within 21 days from the date of receipt. Any request for returns beyond this period will not be permitted.
    3. Condition of Products. Products returned must be in their original, unopened, and undamaged packaging. Assembled products are not eligible for return. Valleywood will conduct a thorough inspection upon receipt, and any items found to be used, damaged, or in unsellable condition may not qualify for a refund or exchange.
    4. Restocking Fee. A 50% restocking fee will be applied to all accepted returns. This fee compensates Valleywood for the processing, inspection, and restocking of returned items.
    5. Return Shipping. Buyer is solely responsible for arranging and bearing the costs associated with return shipping. Valleywood advises the use of traceable and insured shipping methods to protect Buyer against loss or damage during transit.
    6. Return Eligibility. Any product that is returned in a condition that is deemed damaged or unsellable will not be eligible to receive refund.
    7. Refund Processing. Upon successful inspection and acceptance of the returned goods, refunds will be processed as soon as practicable. Unless otherwise specified, the refund will be added to Buyer’s account balance for Buyer’s future orders.
    8. Exclusions. Certain items, especially those that are customized or made-to-order, are excluded from returns.
    9. Return Inspection and Approval. Valleywood reserves the right to inspect returned items meticulously and approve or deny the return based on the products’ condition and adherence to the return policy.
  6. Cancellations.
    1. Assembled Products. Cancellations are strictly not permitted for assembled products. Once assembly has begun, Valleywood incurs costs and allocates resources, and therefore cannot accept cancellations.
    2. Restocking Fee for RTA Orders. RTA (Ready-To-Assemble) orders that are canceled after they have been picked are subject to a 50% restocking fee. This fee covers the costs associated with restocking and the allocation of resources in processing the order.
    3. Notification of Cancellation. If a mistake is made during the checkout process, Buyer is required to notify Valleywood immediately. While Valleywood will assess the stage of the order and attempt to accommodate and rectify issues, the acceptance of cancellation requests is at Valleywood’s sole discretion.
  7. Maintenance and Warranty.
    1. Maintenance. For daily cleaning, use a dry cloth and a soft liquid cleaner. Never use abrasive cleaners containing chrome, acetone, chlorine, or strong bleach. Avoid tools like scrapers, metallic brushes, or other products which can scratch or tarnish surfaces. Good ventilation is essential for maintaining the quality and appearance of this furniture.
    2. Limited Warranty. This warranty applies to Valleywood kitchen cabinets installed for residential use. Valleywood warrants that, when installed in accordance with the installation instructions provided, the kitchen cabinets are free of manufacturing defects for a period of 5 years from the date of purchase. Visual defects should be reported PRIOR to installation. After installation or 21 days from the original delivery, corrections for visual defects are not possible.
    3. Information about Your Warranty Coverage. Materials used in the manufacturing of the cabinets are sensitive to temperature and humidity variations. Cabinets must be installed in an environment where there is constant humidity and temperature control. The temperature must be between 16 degrees Celsius and 26 degrees Celsius (61 degrees Fahrenheit and 79 degrees Fahrenheit) with a humidity rate between 45% and 55%. As with any wood product, when humidity is low, cracking and center panel shrinkage may occur.
      This warranty does not cover damages or failure attributable to:
      • Kitchen cabinets installed with obvious visual defects.
      • Defects or damage to kitchen cabinets caused by installation that does not comply strictly with the instructions provided with the kitchen cabinets.
      • Issues related to the natural characteristics of wood products or the normal effects of aging.
      • Defects caused by product modifications completed by the owner/installer.
      • The variation of color over time due to sunlight, cleaning products and other environmental conditions.
      • The variation in color and wood grain due to the nature of the product.
      • Micro cracks due to the humidity and temperature variations.
      • Defects caused by exposure to the elements including moisture which may cause warping or splitting.
      • Defects or damage to kitchen cabinets caused by severe accidents (e.g. fire, burns).
      • Damage caused by flooding or standing water from leaking pipes, faucets, household appliances, etc: up to and including flooding and any damages caused by natural catastrophes.
    4. Notes on Warranty. Valleywood kitchen cabinets shall not be liable for either its failure to perform or its delays in performance hereunder arising out of or resulting from causes beyond its control, including but not limited to, acts of God, acts of representatives, acts of government, wars, fires, floods, epidemics, quarantine, strike, freight embargoes, weather, or default by suppliers due to any such causes. This warranty applies only to the original purchaser and installation site and is not transferable. Wood characteristics naturally occurring such as variations in color, grain and knots are not considered defects. Color variations in cabinets are a natural occurrence due to wood species, age and exposure to UV light and sunlight and therefore such variations and changes are not considered defects. This warranty is valid only for residential installation.
    5. For Warranty Service. To make a claim, contact Valleywood no later than 21 days following the date of receipt of product by emailing customercare@valleywoodcabinetry.com. Proof of purchase, such as the bill of sale, and pictures of the damage (if applicable) are mandatory when requesting warranty service. Please also include relevant details such as the order number, buyer’s name, shipping address, and a brief description of the damage when submitting a claim. Approved Returns are subject to a 50% restocking fee & must be approved prior to return, contact your local store for authorization. Product must be in original condition & properly stored. Installed product is considered accepted by the buyer & may not be returned or exchanged for any reason. Valleywood reserves the right to designate a representative to inspect the kitchen cabinet for analysis. No unauthorized person, installer, dealer, or agent is entitled to assume any liability on behalf of Valleywood relating to the sale of this product or has the authority to increase or alter the obligations or limitations of this warranty.
    6. Disclaimer. THE SOLE REMEDY PROVIDED BY THIS WARRANTY IS THE REPAIR OR REPLACEMENT OF ANY PART OR PARTS THAT MAY PROVE DEFFECTIVE UNDER NORMAL RESIDENTIAL USAGE. THIS WARRANTY DOES NOT COVER THE COST OF REMOVAL, INSTALLATION, DELAY, OR TRANSPORTATION OF NEW PRODUCT.
      THIS LIMITED WARRANTY IS VALLEYWOOD’S SOLE AND EXCLUSIVE WARRANTY WITH RESPECT TO ITS PRODUCTS. EXCEPT AS SET FORTH HEREIN, VALLEYWOOD MAKES NO OTHER WARRANTIES AND HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF PROPRIETARY OR THIRD-PARTY RIGHTS, OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF.
  8. Indemnification.
    1. Obligation to Indemnify. The Buyer agrees to indemnify, defend, and hold harmless Valleywood, its officers, directors, employees, agents, affiliates, successors, and permitted assignees from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, fees, and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, arising out of or resulting from any claim of a third party related to: Buyer’s use or misuse of the products sold under this Agreement; Buyer’s breach of this Agreement; Buyer’s violation of any rights of a third party, including any infringement of intellectual property rights; any personal injury, death, or property damage attributable to Buyer’s acts or omissions; and any negligent or more culpable act or omission of the Buyer or its agents, representatives, contractors, employees, or any other person acting under Buyer’s direction or control.
    2. Notice and Cooperation. Valleywood shall promptly notify Buyer in writing of any claim for which it believes it is entitled to be indemnified pursuant to this Agreement. Buyer agrees to assume control of the defense and settlement of any claim. Valleywood may participate in the defense of the claim.
    3. Settlement. Buyer shall not settle any third-party claim without the prior written consent of Valleywood, unless the settlement fully and unconditionally releases Valleywood from all liabilities in connection with the claim and does not contain a statement or implication of wrongdoing or fault by Valleywood.
  9. Limitation of Liability.
    1. IN NO EVENT SHALL VALLEYWOOD BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT VALLEYWOOD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    2. VALLEYWOOD’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE LESSER OF (i) THE TOTAL AMOUNTS PAID BY THE BUYER TO VALLEYWOOD UNDER THE APPLICABLE PURCHASE ORDER, OR (ii) $50,000.
  10. Force Majeure.
    1. Definition and Scope. Force Majeure refers to unforeseen and unavoidable events beyond Valleywood’s control that hinder its ability to fulfill its contractual obligations. Such events include but are not limited to natural disasters, wars, strikes, government actions, epidemics, pandemics, or other emergencies that render performance impracticable, impossible, or illegal.
    2. Notification. In the occurrence of a Force Majeure event, Valleywood will notify Buyer, detailing the nature, expected duration, and impact of the event on its ability to perform its obligations.
    3. Suspension of Obligations. Valleywood’s performance under the contract will be temporarily suspended for the duration of the Force Majeure event without liability. This suspension only applies to the affected obligations and other unaffected duties shall continue to be performed.
    4. Duration and Extension. If the Force Majeure event continues beyond 30 days, either party may choose to terminate the contract without liability, except that Buyer timely pay for the performance already rendered prior to the occurrence of the Force Majeure event.
  11. Governing Law and Venue.
    1. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the state of Ohio, without regard to its conflict of law principles.
    2. Choice of Venue. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the U.S. federal courts within the State of Ohio or the courts of the State of Ohio in each case located in the County of Pike, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
  12. Dispute Resolution.
    1. Mediation. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach thereof, the parties agree to first attempt to resolve the dispute through good faith negotiations for a period of thirty (30) days from the date of written notice of the dispute. If the parties are unable to resolve the dispute through negotiations, they may endeavor to settle it by mediation under the then-current rules of American Arbitration Association. Any mediation initiated under this Agreement will be held in the State of Ohio.
    2. Costs. Unless otherwise determined by the arbitrator or agreed upon by the parties, each party shall bear its own costs of mediation and arbitration, and the parties shall equally share the fees of the mediator or arbitrator.
    3. Litigation. Should the dispute not be resolved by mediation or arbitration, or should either party seek to challenge or vacate an arbitration decision, then either party may seek recourse through litigation in a court of competent jurisdiction as provided in Section 11 herein.
  13. Confidential Information.
    1. Definition. All non-public, confidential or proprietary information of Valleywood, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Valleywood to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Valleywood in writing. Upon Valleywood’s request, Buyer shall promptly return all documents and other materials received from Valleywood. Valleywood shall be entitled to injunctive relief for any violation of this Section.
    2. Excluded Information. This Section does not apply to information that is: (i) in the public domain; (ii) known to Buyer at the time of disclosure; or (iii) rightfully obtained by Buyer on a non-confidential basis from a third party.
  14. Miscellaneous.
    1. Entire Agreement. These terms and conditions, together with the order confirmation and any appendices or referenced documents provided by Valleywood, comprise the entire agreement between Valleywood and Buyer. It supersedes all prior negotiations, discussions, and understandings, whether oral or written, between the parties regarding the subject matter of the contract.
    2. Severability. If any provision of this contract is deemed invalid or unenforceable, the remaining provisions will continue in full force and effect. Such invalidity or unenforceability will not invalidate or render unenforceable the remainder of the contract.
    3. No Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Valleywood. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.
    4. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
    5. No Third-Party Beneficiaries. Unless expressly stated, no provision of this contract is intended to confer any benefits, rights, or remedies to any person or entity other than Valleywood and Buyer.
    6. Notices. All notices, requests, consents, claims, demands, waivers, and other communications shall be in writing and addressed to:

      Valleywood Cabinetry
      Attn: Customer Service
      801 W 2nd St
      Waverly, OH 45690
      customercare@valleywoodcabinetry.com.

      All notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), certified or registered mail (in each case, return receipt requested, postage prepaid), or via electronic mail. Except as otherwise provided in this Agreement, a notice is effective only (i) upon receipt of the receiving party, and (ii) if the party giving the notice has complied with the requirements of this Section.


Last Updated [November 6th, 2023]

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