TERMS & CONDITIONS OF SALE

Applicability
These Terms & Conditions of Sale (these "Terms") are the only terms that govern the sale of the goods ("Goods") by National Flooring Products Inc. (“we,” “us” or "Seller") to you (“you” or "Buyer"). These Terms and the accompanying sales confirmation (if any) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer's general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms. 

New Accounts
1. The New Account Forms 1031 A-D must be filled out by authorized personnel of the applicant company before any orders can be shipped.  
2. New accounts are required to pay for their first order as CBD (cash before delivery). Please see form 3033 CBD for more details.
3. Accounts without trade references, or with unresponsive trade references, will remain in CBD status until they are received/completed.
4. Seller will generate an account number for Buyer. Please use your account number and company name when conducting business with Seller.
5. Any change of address, ownership, management, etc. must be notified to Seller via email to newaccounts@my-nfp.com 
6. All customers must:
   - Operate from a physical, commercial storefront location that is open to the public during regular business hours.
   - Maintain a professional showroom environment with prominently displayed product samples provided by Seller.
   - Clearly identify their business location with exterior signage reflecting the business name.
   - Not conduct operations exclusively online, from residential addresses, or storage-only facilities.
   - Remain in good standing as a displaying dealer to retain access to Seller’s programs, pricing, and product lines.

Accounting
1. All CBD (cash before delivery) accounts are required to pay for the order in full before it is shipped.
2. All credit card payments must be submitted on a 4034 Credit Card Authorization Form.
3. Seller accepts Visa, MasterCard, Discover, and American Express. A processing fee of 1.5% will be added to all credit card payments.
4. ACH payments are also accepted. To process payment by ACH, the required ACH form must be completed and submitted to Seller.
5. Seller also offers an online Paylink payment option at www.my-nfp.com/pay. This payment link is also available at the bottom of each invoice by QR code.
6. All products are invoiced the day they ship. Orders containing multiple items from different warehouses will be invoiced separately as the products ship.
7. If you are eligible and have registered for the early pay discount program, all payments must be postmarked on or before the due date.
8. CBD accounts are not eligible for early pay discounts.
9. Payments are applied to the oldest open invoice first.
10. A minimum fee of $35.00 will be imposed on all returned checks. Seller may increase such fee without notice.
11. Seller must be notified in writing of any changes made to the ownership, management, or accounting personnel that may directly or indirectly affect the credit status or servicing of the account.
12. The applicant agrees to pay for all goods purchased in compliance with the prevailing terms of the seller. It is further understood that all past due accounts will bear a service charge not to exceed 1.5% per month (18% per annum) on any delinquent account, plus collection costs and attorney fees. This guarantee shall be an open and continuing contract notwithstanding any changes, removals, extensions, or similar items granted by the seller.

Ordering
1. Stock checks and orders may not be able to be confirmed after 1pm (PST) due to time-zone restrictions.
2. Goods may be placed on HOLD for up to 24 hours. Longer holds up to 72 hours require a purchase order.
3. Goods can only be ordered by the full box. For any discrepancy in listed quantity, itis the purchaser’s responsibility to verify total square footage and box count. Any difference in quantity will be invoiced to the nearest full box.  
4. Custom orders for stain color, profile, or large quantities of trim may take three weeks or more to complete.
5. All trim, treads, and vents are made to order and are not eligible for any expedited services unless ordered unfinished.
6. Technical product information: Prices, board lengths, and quantities-per-box are subject to change without notice.
7. Seller reserves the right to refuse or terminate any order at any time for its convenience.
8. Orders can be placed by phone, email, or fax. Submission methods are handled differently
(see policy below).
a. How Phone, Fax & Email Orders Are Processed.
i. All orders received by the 1PM (PST) cutoff time will receive an order acknowledgement on the same day.
ii. The order will be shipped out the following business day if sufficient stock is available. In the event we cannot fulfill your order, a Seller representative will contact your designated purchasing agent to discuss available options for the order.
iii. PLEASE NOTE: It is important you verify all information on your order acknowledgement as your account will be responsible for freight and/or restocking fees due to order inaccuracies.
b. Expedited Processing (Reduces processing “not shipping” time from 48 hrs to 24 hrs on eligible orders).
i. Expedited processing is available upon request for prime products(WHS 11) only, if stock permits.
ii. Orders must be received by 11 am (PST) to be eligible for Expedited Processing.
iii. Expedited processing does not speed up transit time (see Standard Shipping Section for details on shipping times and options).
9. Buyer shall purchase the Goods from Seller at the price set forth in Seller's published price list in force as of that Seller accepts Buyer's purchase order or the price set forth in Seller’s order acknowledgment. If the prices should be increased by Seller before delivery of the Goods to a carrier for shipment to Buyer, then these Terms shall be construed as if the increased prices were originally inserted herein, and Buyer shall be billed by Seller on the basis of such increased prices. 10.   All prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, gross receipts, personnel, or real or personal property or other assets.
11. Goods will be delivered DAP (Incoterms 2022) Buyer’s place of business.
12. Goods will be deemed accepted by the Buyer upon the signing of a proof of delivery. Acceptance of Goods by Buyer without noting damage on the proof of delivery notice shall be conclusive evidence that such Goods were delivered in good condition and without damage.
13. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title, and interest of Buyer in, to, and under the Goods, 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 Texas Uniform Commercial Code.
14. Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer's purchase order. 
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Standard Shipping Charges
1. All changes to delivery, pick-up, or otherwise are only permitted with the express written consent of Seller. Consent is granted on a case-by-case basis (in Seller’s sole discretion) and may incur additional fees.
2. $119 flat shipping rate applies to all standard flooring, tread and riser, and underlayment orders (excluding accessorial services).
3. Standard orders for transition pieces, vents, and sundries carry a flat shipping rate of $35.00.
4. Freight fees, pallet drop fees, shipping fees, surcharges, and accessorial services are non-refundable.
5. The purchasing company is responsible for unloading all shipment sunless prior arrangements have been made with Seller. This may incur additional fees.
6. Standard single box orders carry a flat shipping rate of $65.00. 
7. Seller offers a Save-Freight option, allowing customers to combine multiple pending orders that have not yet shipped into a single shipment. The original (host) order will be charged the standard $119.00 freight rate, while any additional orders added to the shipment will be charged a reduced LTL freight rate of $59.00 each. All requests must be made prior to shipment and are subject to Seller approval.

Accessorial Shipping Charges
1. Residential delivery of freight is available upon request and will incur an additional $99.00 service fee on top of shipping fees/options.
2. Terminal delivery/pick up requests may incur additional charges up to $75.00 per shipment on top of shipping fees/options.
3. Freight delivered to terminals must be picked up within three business days of the delivery date. If the freight is not picked up within this time frame, additional fees, surcharges, and costs may be assessed.

Lead Times
1. The Goods will be delivered within a reasonable time after the receipt of Buyer's purchase order, subject to availability of finished Goods. Seller shall not be liable for any delays, loss, or damage in transit.
2. Standard flooring orders have a minimum 5 - 10 day lead time.
3. Vent & transition orders have a minimum 14 - 21 day lead time and are not available for expedited services.
4. Stair tread and riser orders have a minimum 3-5 week lead time and are not available for expedited services.
5. Expedited ground shipments will incur an additional fee that is required for approval prior to shipping.
             
Returns
1.Return requests require a 6036 Return Request Form submitted within 14 days of delivery. Seller reserves the right to reject any return request in its sole discretion.
2. Returns cannot be accepted after 14 days.
3. There will be a 25% restocking fee imposed on all returned products.
4. Credits will only be issued to accounts in good standing.
5. Materials must be in their original, unopened packaging with no damage to be eligible for return.  
6. Flat shipping rates are non-refundable ($99, $119, $35, $65,  etc.).
7.  If the return is approved, allow up to 30 business days for the product to be picked up.
8. After Seller is in receipt of the material, a credit memo will be applied to the account. No cash or check refunds are given.
9. Returns are not accepted on custom trims, vents, treads, or risers.
10. Seller permits a maximum of four approved returns annually, per account.
11. Seller reserves the right to refuse any return in its sole discretion. Trims, Stair Treads, and
12. Customer is responsible for all freight costs associated with approved returns, including the original outbound freight and return freight to Seller. All approved returns are also subject to the applicable restocking fee, and such charges will be deducted from any credit issued.

Vents
1. Trims, stair treads, and vents are custom stained-to-match and maybe constructed with a visually similar, but scientifically different species than that of the hardwood flooring.
2. Stair tread orders are produced within 3-5 weeks and are not eligible for expedited services.
3. It is the responsibility of the purchasing company to ensure flooring planks are selected to match the trim pieces prior to installation.
4. Trim pieces cannot be matched perfectly to every board in your boxes of flooring.
5. If trim pieces are ordered to match a previously-installed floor, they are not guaranteed to match and returns will not be accepted.
6. Trims, vents, and stair treads cannot be added to, cancelled, or returned after cutting, shaping, sanding, or any other modification has been made.
7. Custom color matching is only available on orders exceeding $250 and may require additional fees determined by Seller in their sole discretion.
8. Tread & risers ship separately to your location directly from the finishing factory. An additional freight charge determined by Seller will be billed just for the tread and risers on the order.  

Warranty
1. All warranties, if any, are provided solely by the manufacturer and will be assigned to the Seller to the extent such warranty is freely assignable.
2. Buyer acknowledges that hardwood products are natural and will vary in color, shading, texture, hardness, graining, sheen, and width among other areas not listed. This is natural and is not considered a defect.
3. Any material purchased from a discontinued line, as ‘seconds’, on clearance, or that have been discounted will not carry a manufacturer’s warranty unless there is written documentation specifically stating the terms and limitations of the warranty.
4. All claims for any breach of warranty will be handled by the manufacturer and Seller has no liability relating to such warranty claims.
5. SELLER MAKES NO WARRANTY WHAT SO EVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BYLAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
‍6. THE REMEDIES SET FORTH IN THIS SECTION SHALL BE THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND SELLER'S ENTIRE LIABILITY FOR ANY WARRANTY CLAIM.  

Display Racks
1. All racks, samples, pricing, and product guides are to be maintained by the designated territory representative.  
2. Display racks are available upon request at the prices determined by Seller
3. If display racks are not paid for in full they will be considered sole property of Seller. In the event your company stops doing business with Seller you must notify your sales rep so the displays can be picked up.
 
Samples
1. Samples are available upon request.
2. Buyer will be responsible for all shipping costs associated with sample orders.
3. Sample orders are to be paid in full in accordance to the terms stated on the invoice.
4. Samples are subject to back order status and normal availability restrictions.

Limitation of Liability
‍1. IN NO EVENT SHALL SELLER 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 DAMAGESWHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OROTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER ORNOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOT WITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 
2. IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESETERMS OR THE SALE OF GOODS, WHETHER ARISING OUT OF OR RELATED TO BREACH OFCONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THEAMOUNTS PAID TO SELLER FOR THE GOODS SOLD HEREUNDER. 
‍3. Buyer shall comply with all applicable laws, regulations, and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under these Terms. Buyer shall comply with all export and import laws of all countries involved in the sale of the Goods under these Terms or any resale of the Goods by Buyer. Buyer assumes all responsibility for shipments of Goods requiring any government import clearance. Seller may terminate these Terms if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods. 

Insurance
Buyer shall, at its own expense, for so long as it is buying Goods from Seller and for a period of six years there after, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) at levels standard in its field of business with financially sound and reputable insurers. Upon Seller's request, Buyer shall provide Seller with a certificate of insurance from Buyer's insurer evidencing the insurance coverage specified in these Terms. The certificate of insurance shall name Seller as an additional insured. Buyer shall provide Seller with 30 days' advance written notice in the event of a cancellation or material change in Buyer's insurance policy. Except where prohibited by law, Buyer shall require its insurer to waive all rights of subrogation against Seller's insurers and Seller. 

Termination
In addition to any remedies that may be provided under these Terms, Seller may terminate any order with immediate effect upon written notice to Buyer. 

Indemnification
Buyer shall indemnify, defend, and hold harmless Seller and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under these Terms and the cost of pursuing any insurance providers, incurred by Indemnified Party, arising out o for resulting from any claim of a third party or Seller arising out of or occurring in connection with the Buyer’s use or sale of the Goods or Buyer's negligence, willful misconduct, or breach of these Terms.  

Waiver
No waiver by Seller of any of the provisions of these Terms are effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege here under precludes any other or further exercise there of or the exercise of any other right, remedy, power, or privilege. 

Confidential Information
All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller 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 these Terms is confidential, solely for the use of performing these Terms and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller's request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is:(a) in the public domain; (b) known to Buyer at the time of disclosure; or (c)rightfully obtained by Buyer on a non-confidential basis from a third party. 

Force Majeure
No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms (except for any obligations of Buyer to make payments to Seller here under), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, pandemics, epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of these Terms; (f) national or regional emergency; and (g) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within 30 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.  

Assignment
Buyer shall not assign any of its rights or delegate any of its obligations under these Terms without the prior written consent of Seller. 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 these Terms. Seller may assign these terms and any order without any consent from Buyer. 

Relationship of the Parties
The relationship between the parties is that of independent contractors. Nothing contained in these Terms 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. 

No Third-Party Beneficiaries
These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature what so ever under or by reason of these Terms. 

Governing Law
All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Texas. 

Submission to Jurisdiction
Any legal suit, action, or proceeding arising out of or relating to these Terms shall be instituted in the federal courts of the United States of America or the courts of the State of Texas in each case located in the City of Houston, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. 

Notices
All notices, requests, consents, claims, demands, waivers, and other communications here under (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth in the New Account Form or to such other address that maybe designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in these Terms, a Notice is effective only (a)upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section. 

Severability
If any term or provision of these Terms are invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. 

Survival
Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of these Terms including, but not limited to, the following provisions: Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction and Survival.

ADDENDUM TO TERMS & CONDITIONS
THIRD-PARTY LOGISTICS (3PL) WAREHOUSE

This Addendum (“Addendum”) is incorporated into and made part of the Terms and Conditions of Sale (“Terms”) of National Flooring Products (“Company”). Capitalized terms not defined herein shall have the meanings set forth in the Terms.

This Addendum applies to any order delivered to a third-party logistics provider, warehouse, or storage facility (“3PL”) designated by Customer.

1. Customer Designation of 3PL
Customer may designate a third-party logistics provider for delivery of product. Any such 3PL is selected, controlled, and managed solely by Customer and is not affiliated with Company.

2. No Liability for 3PL Charges
Company shall have no responsibility or liability for any fees, costs, or charges assessed by a 3PL, including but not limited to storage, handling, receiving, palletizing, administrative, detention, demurrage, accessorial, or penalty charges. All such charges are the sole responsibility of Customer.

3. Pass-Through of 3PL Charges
If Company is billed or charged by a 3PL for any costs or fees related to Customer’s shipment, Company may pass through such charges to Customer by invoice or as an addition to an existing invoice.

All pass-through charges shall be due and payable immediately and subject to the payment terms set forth in the Terms. Failure to pay such charges may result in credit hold, suspension of shipments, refusal to release product, or other remedies available to Company under the Terms.

4. Transfer of Risk
Risk of loss transfers to Customer upon delivery and acceptance at the 3PL facility, as evidenced by a delivery receipt, bill of lading, or confirmation of receipt.

Company shall not be responsible for loss, damage, theft, deterioration, or mishandling of product once delivered to the 3PL.

5. No Responsibility for 3PL Acts or Omissions
Company shall not be liable for any acts or omissions of the 3PL, including improper storage, inventory discrepancies, delayed release, or damage caused during handling or storage.

Any disputes between Customer and the 3PL shall be resolved solely between those parties.

6. Rescue, Removal, or Re-Delivery of Product
If, in Company’s reasonable judgment, product must be removed, transferred, or rescued from a 3PL facility to avoid the accrual of storage charges, penalties, or fees, Customer shall be solely responsible for all costs associated with such action, including freight, handling, and re-delivery charges.

Company may arrange such transportation on Customer’s behalf, and all associated costs may be invoiced to Customer.

7. Impact on Future Orders
Unpaid 3PL-related charges billed by Company shall be treated as past-due balances under the Terms. Company reserves the right to place Customer on credit hold, delay or suspend shipments, cancel orders, or require prepayment on future orders until all outstanding balances are paid in full.

8. Indemnification
Customer agrees to defend, indemnify, and hold harmless Company from and against any claims, damages, losses, liabilities, costs, or expenses, including reasonable attorneys’ fees, arising out of or related to:

Customer’s use of a 3PL
Charges or claims asserted by a 3PL
Loss or damage occurring at a 3PL
Rescue, removal, or re-delivery of product

9. Conflict
In the event of any conflict between this Addendum and the Terms, this Addendum shall control with respect to delivery to third-party logistics providers.

10. Acknowledgment
Customer’s placement of an order for delivery to a 3PL constitutes acceptance of this Addendum.