1.01   The terms and conditions in this document govern the relationship between SUPPLIER K&T JV LTD (hereinafter referred to as “the Supplier”), and the Customer and they form an integral part of all quotations, offers, confirmations and sale agreements concluded between the SUPPLIER and the Customer.

1.02   The commencement of these terms and conditions takes place upon the Customer's provision of a deposit to the Supplier business account. While these terms and conditions are in effect, the Supplier maintains the prerogative to modify their terms at any given time.

1.03   The following terms and conditions, as stated in this document (referred to as the "Order"), establish essential provisions for the agreement between the Supplier and the customer (as defined below). These terms and conditions supersede any previously negotiated terms, conditions, representations, and warranties put forth by either party. Upon the delivery of a fully executed Order to the Supplier (as defined below) in accordance with the terms and conditions outlined herein, accompanied by the payment of the Deposit (as defined below) and other mutually agreed-upon considerations (whose receipt and sufficiency are hereby confirmed by the parties), a legally binding agreement is established. From that point forward, the customer is solely bound by these terms and conditions and is not entitled to cancel the Order, except as specified below.

1.04   The customer has been duly identified through their full legal name and signature, affixed in the designated "customer" box on the signed order/quotation document.

1.05   If the customer is a corporation or partnership, the signatory must identify themselves as an authorized signatory of same and list their job title and the full legal name of the customer within the box marked “customer” in the Order or in quotation; otherwise, the signatory is the customer and is personally liable to the Seller for full payment.

1.06   In the event that the customer instructs the Supplier to deliver a portion or the entirety of the Goods (as defined below) to a separate business address (referred to as the "Recipient"), the Supplier retains the right to seek full payment jointly and severally from both the customer and the Recipient. The Supplier holds sole discretion in determining the appropriate course of action in this regard.

1.07   If the customer, or a party that has a controlling interest in the Supplier, now or in the future owes outstanding amounts to the Supplier, on this project or other project(s), the customer signing this Order or quotation guarantees and legally binds itself to paying those outstanding amounts in a timely fashion.

2.01   The drawings, descriptions, dimensions, and illustrations offered by the SUPPLIER, whether in price lists, catalogs, advertisements, or any other medium, are provided as approximate representations. The examples or samples displayed or provided by the SUPPLIER to the Customer are intended for general informational purposes only. None of the drawings, descriptions, illustrations, lists, advertisements, catalogs, or samples should be considered as creating a representation or warranty, or forming the basis for any claim against the SUPPLIER. The Customer acknowledges and agrees that furniture or other Goods may be crafted by hand, undergo special treatments or processes, and are susceptible to minor variations.

2.02   Upon receipt of the signed and returned shop drawings or schematics by the Customer, the SUPPLIER will proceed to integrate them into this agreement.

2.03   Signed and delivered line drawings and schematics may not be subsequently modified or altered by the customer except as the SUPPLIER, at its sole discretion, may allow.

2.04   SUPPLIER will occasionally sell showroom display Goods. Any showroom display Goods are not returnable at any time and are sold in “as is” condition.

2.05   SUPPLIER’s finish and samples are only representative of the color and overall appearance and cannot be guaranteed as exact matches. Seller’s samples vary based on irregularities of manufacture, color, surface, finish, grain and texture, and Seller accepts no responsibility for any complaint arising from the appearance, color, quality, or fading of such materials.

3.01   Customer shall purchase the Goods from SUPPLIER at the prices (the “Prices”) set forth in SUPPLIER’s published price list in force as of the date that SUPPLIER accepts customer’s purchase order and issues the Order Confirmation; provided, that the parties agree that Price quotes are valid for 30 days from the date of the quotation unless extended in writing by the parties. The Prices for the Goods shall be disclosed to customer in the Order Confirmation. Notwithstanding the foregoing, SUPPLIER reserves the right to change prices, dimensions, and specifications without notice prior to SUPPLIER’s issuance of the Order Confirmation. If the Prices should be increased by SUPPLIER before delivery of the Goods to a carrier for shipment to customer, then these Terms shall be construed as if the increased prices were originally inserted herein, and customer shall be billed by SUPPLIER on the basis of such increased prices.

3.02   Prices are listed in United States dollars  for American Customers & Canadian dollars for Canadian customers and are exclusive of shipping charges, in-transit insurance, storage charges, local delivery charges, assembly charges, installation charges, and all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed, either directly or indirectly, by any foreign or domestic governmental authority, including without limitation any federal, state, or local 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. 

3.03   Prices are FOB Supplier factory unless otherwise noted.

3.04   Prices are quoted based on current duty rates. Duty rates are subject to change. Actual duty rates at the time of delivery will be billed.  Prices are quoted based on current exchange rates. Exchange rates are subject to change. Actual exchange rates at the time of delivery will be billed.

3.05   Prices are those stated on the order, and unless otherwise noted are based on purchasing all items on the order – pricing for individual products may vary for purchases of different quantities or item combinations. SUPPLIER does not maintain most favored customer records, makes no representation with respect to same, and rejects any price warranty terms proposed by Customer. SUPPLIER’s published net price list is subject to change without notice.

3.06   SUPPLIER does not offer price matching on items that become available for sale at a later date.

(a) SUPPLIER will occasionally sell showroom display Goods. Any showroom display Goods are not returnable at any time and are sold in “as is” condition.

(b) SUPPLIER finish and upholstery samples are only representative of the color and overall appearance and cannot be guaranteed as exact matches. SUPPLIER’s samples vary based on irregularities of manufacture, color, surface, finish, grain and texture, and SUPPLIER accepts no responsibility for any complaint arising from the appearance, color, quality, or fading of such materials.

(c) SUPPLIER may charge up to quadruple its regular posted rates for any mock-ups or custom-built samples requested by the customer.

5.1   Notify SUPPLIER.

5.2   Any complaints concerning the delivered goods must be submitted in writing within five working days from the delivery date or from the day when a non-visible defect could have reasonably been detected. The Supplier will not be obligated to address complaints received beyond this specified time frame.

5.3   Any complaint lodged by the Customer must be accompanied by a detailed description and, whenever possible, supported by annexed pictures in the submitted email.

5.4   Any complaint raised by the Customer must be reasonable and justifiable in nature, providing valid grounds for concern. The Supplier reserves the right to evaluate the merits of the complaint based on the information and evidence provided by the Customer.

5.5   The Supplier holds the option to either:

(i) Replace the defective or missing goods, or

(ii) Provide a credit to the Customer equivalent to the purchase price.

5.6   The Customer is required to obtain prior written approval from the Supplier before returning any defective goods. Failure to deliver the goods to the Supplier within 15 (fifteen) working days will result in the Customer retaining the goods and withdrawing the complaint.

6.1   Every offer / Quote has a validity of 30 (thirty) days.

6.2   Any agreement for the delivery of goods is subject to sufficient stock levels. If the stock is not sufficient to execute the agreement, SUPPLIER will provide an intended delivery date as soon as possible. Unless otherwise stated, any offer or quotation by supplier is free of any engagement / is subject to contract.

6.3   An agreement shall take effect when an order by Customer has been confirmed in writing by SUPPLIER.

6.4   Orders for in-stock K&T JV products may be canceled or changed by the Customer up to 3 (three) working days after the order days.

6.5   Orders for made-to-order goods cannot be canceled or changed by the Customer once confirmed.

6.6   In the event that the price, discounts, or delivery dates are predicated on an apparent error, the Supplier reserves the right to rectify or cancel the order.

6.7   The formation of an agreement is contingent upon credit approval by the Supplier, K&T JV, at all times. However, the Supplier reserves the right to request security at any given time to ensure the fulfillment of the Customer's financial obligations.

Under no circumstances will the Customer be authorized to list or sell the Supplier's products on third-party retailer sites, such as Amazon or Wayfair.

Acceptance is strictly limited to the explicit terms outlined within this document, and it should be noted that these terms are subject to potential modifications by the Supplier without prior notice. The Terms and Conditions of Sale can be accessed and reviewed athttps://ktjvca.com/Home / Company / Terms and Conditions Any additional or alternative terms proposed by the Customer are deemed material and are objected to and rejected. However, this rejection does not invalidate the offer unless it introduces variations in the description, quantity, price, or delivery schedule of the goods. Orders are not considered "accepted" by the Supplier until the associated items are shipped. In the event of a partial shipment, only the portion of the order that has been shipped is deemed "accepted".

(a)   If the Customer submits a credit check application and the Supplier, in its sole and absolute discretion, determines that the Customer has satisfactory credit, the Customer is required to make payment for all invoiced amounts due to the Supplier within 30 days from the date of the Supplier's invoice.

(b)   If the Customer chooses not to submit a credit check application or is found to have insufficient credit based on the Supplier's assessment, the Customer is required to make payment for all invoiced amounts due to the Supplier according to the following terms:

(i) For stock orders, the Customer must pay the full invoiced amount upon receiving the Supplier's Order Confirmation prior to the shipment of the Goods.

(ii) For Made To Order goods, the Customer must pay 50% of the invoiced amount upon receiving the Supplier's Order Confirmation before the orders are processed for production. Upon the departure of the Goods from the overseas shipping port, the Customer must pay the remaining 50% balance, along with any applicable freight charges prior to the shipment of the Goods to the Customer. The freight charges may be billed separately and at a later date than the balance of the Goods, and the Customer must pay these freight charges immediately upon receipt of the invoice.

(c)   Unless otherwise specified, the Customer is required to make all payments under this agreement via check or wire transfer, using the currency specified in the Order Confirmation. The Customer acknowledges that unless the check is certified, the Supplier will wait for the funds to be deposited into the Supplier's bank account prior to releasing the Goods, which may cause a delay.

(d)   The Customer is liable to pay a late payment fee of 8.5% of the outstanding invoice balance per month for any accounts not settled within 30 days from the date of the Supplier's Order Confirmation. Furthermore, the Customer is responsible for reimbursing the Supplier for all costs incurred in collecting any overdue payments, including, but not limited to, attorneys' fees. The Supplier retains the right to exercise all available remedies under this Agreement or as provided by law (which the Supplier does not waive by exercising any rights hereunder). Additionally, if the Customer fails to make timely payments for a period of 60 days following written notice, the Supplier reserves the right to suspend the delivery of any Goods.

 (e)   The Customer is not permitted to withhold payment of any amounts that are due and payable by attempting to set-off any claim or dispute with the Supplier, whether such claim or dispute pertains to the Supplier's breach, bankruptcy, or any other matter.

(a)   For any freight delivery or shipping, regardless of origin or destination, the following terms shall apply in addition to any other specific terms related to the order:

If shipping rates increase after:

i) the Supplier quotes them to the Customer, or

ii) after the Customer has paid for shipping based on the previously quoted rate, the Customer is required to pay difference between the previously quoted rate and the new, increased shipping rate. The Supplier is not liable, and is indemnified by the Customer, from any claims in respect of any damages incurred as a result of shipping delays caused by the Customer's nonpayment of the shipping charges.

(b)   The Supplier, at its sole discretion, may accept credit card payments for a portion of an Order, up to a maximum total of Ten Thousand ($10,00.00) Dollars. However, credit card payments exceeding Ten Thousand ($10,00.00) Dollars for an Order or multiple Orders made by the Customer are not permitted.

(c)   The Supplier, at its sole discretion, may request full payment for the entire Order, including freight and/or shipping costs, as well as any other associated charges. Alternatively, if the Goods within the Order are to be shipped in multiple shipments, the Supplier may require full payment for those specific Goods prior to their individual shipment. It is also necessary for the Customer to settle any outstanding balances on previous orders before shipment can be arranged.

(d)   The Supplier may request partial or full payment from the customer for any outstanding amounts owed on previous Orders placed with the Supplier or other Orders made by the customer. In cases where the Supplier, or a party with a controlling interest in the customer, also holds a controlling interest in another entity that has outstanding amounts owed to the Supplier, the customer may be required to make partial or full payment on that particular account prior to shipment. The customer acknowledges and agrees to fully indemnify and hold the Supplier harmless for any delays, missed deliveries, or rescheduling of shipments resulting from this payment requirement.

(e)   In the event that the Supplier is required to initiate collections procedures against the customer, which may include legal action, the customer agrees to bear all of the Supplier's collections costs, including reasonable attorney's fees (including party and party costs), incurred in the pursuit of such actions.

(f)   All Goods that are placed into storage due to Customer delay will be stored in Forty (40) Foot High-Cube containers as determined by the Supplier's discretion. The Customer will be responsible for the incurred storage charges, which will be added to the total amount to be paid prior to delivery. If the Customer subsequently requests additional storage time or modifications to the delivery of the Goods, any associated charges or Administration Fee per change must be paid by the Customer to the Supplier prior to shipment. It is important to note that the Supplier assumes no responsibility for any damage or loss incurred by the Customer as a result of storing the Goods, including foreseeable damages resulting from any delay. The Customer is responsible for obtaining insurance coverage for the Goods while they are in storage.

When the Customer provides a check as payment, it grants authorization to the Supplier to utilize the information from the check for a one-time electronic funds transfer from the Customer's checking account or process the payment as a check transaction. In the event that the Supplier utilizes the information from the Customer's check to initiate an electronic funds transfer, funds may be debited from the account on the same day the check is received, and the Customer will not have the check returned by the financial institution.

11.1   If the invoiced amount is not paid within the specified payment term, the Customer will be considered in default without the need for any additional notice. In addition to any other rights and remedies available, the Supplier may charge interest at the legal rate as applied in Canada, with a minimum of 3% (three percent) per calendar month, from the due date until the payment is made in full, to the extent permitted by applicable law.

11.2   In the event of debt collection, all collection costs, amounting to 10% of the principal owed with a fixed minimum of CAD 5000, shall be payable by the Customer.

11.3   In the event of debt collection through court proceedings, all legal costs, including legal advice and representation in and out of court, as well as all execution costs, shall become due and paid by the Customer.

11.4   The Customer shall not be entitled to withhold the purchase price, either partially or in full, as a security for an alleged claim related to any delivery.

11.5   In the event of default by the Customer in the payment of amounts or charges due, the Supplier has the right to postpone any further deliveries without being liable for any losses incurred by the Customer. This right shall be in addition to, and not in lieu of, other rights and remedies available under the agreement or the applicable laws.

(a)   The Customer shall inspect the Goods upon receipt at the Shipping Address, and any claim by the Customer against the Supplier or the Carrier for shortage, damage, or defect occurring prior to such delivery must be made in writing to the Supplier and/or the Carrier within 24 hours of receipt of the Goods (referred to as the "Inspection Period"). Such written claim must be accompanied by the original transportation bill, indicating that the carrier received the Goods from the Supplier in the claimed condition. The Customer shall be deemed to have accepted the Goods unless it notifies the Supplier in writing of any Nonconforming Goods during the Inspection Period and provides the necessary written evidence or documentation as required by the Supplier, in its sole and absolute discretion. By accepting the Goods, the Customer waives any default or claim for damages arising from Nonconforming Goods. Nonconforming Goods refer only to the following: (i) the shipped product differs from what is specified in the Order Confirmation, or (ii) the product's label or packaging incorrectly identifies its contents. 

(b)   If the Customer promptly notifies the Supplier of any Nonconforming Goods, the Supplier shall, at its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) issue a credit or refund for the Price of such Nonconforming Goods, along with any reasonable shipping and handling expenses incurred by the Customer in connection with the return. The Customer shall bear the responsibility and cost of shipping the Nonconforming Goods, at its own risk of loss, to the facility designated by the Supplier in writing. In the event that the Supplier chooses to replace the Nonconforming Goods, upon receiving the Customer's shipment of Nonconforming Goods, the Supplier shall ship the replacement Goods to the Shipping Address, at the Customer's expense and risk of loss.

(c)   Customer acknowledges and agrees that the remedies stated in Section 12(b) are the exclusive remedies available to the Customer in the case of Nonconforming Goods. Unless otherwise specified in Section 12(b) or any other provision of this Agreement, all sales of Goods to the Customer are considered final, and the Customer does not have the right to return any Goods purchased under this Agreement to the Supplier.

13.01   “Shipping and Handling Costs" refers to all costs associated with the transportation and handling of the Goods, as determined solely by the Supplier. These costs include, but are not limited to, expenses for forklifts, lift gates, demurrage charges, crating and/or boxing fees, storage charges, as well as any additional costs incurred if the Customer does not take immediate possession of the Goods upon their arrival at the designated destination, and fees for expedited service. The Customer is responsible for paying or reimbursing these costs as determined by the Supplier.

13.02   All shipping and handling of products are carried out by third-party services on behalf of the Supplier. Unboxing, assembly, and installation services are not included under any circumstances.

13.03   For deliveries to multiple-unit addresses, the Supplier will make one attempt to deliver products directly to the door of the specified unit or apartment number. If no unit or apartment number is provided, the Supplier will drop off the products at the designated unloading area of the facility.

13.04   For Deliveries to Malls, Restaurants and Hotels: The Supplier will make only one attempt to deliver products to the designated unloading areas of the premises.

13.05   Upon delivery, the responsibility for the products is transferred to the Customer. The Customer assumes full responsibility for subsequent shipping and handling. Any damages that occur as a result of improper shipping and handling by the Customer will not be covered under Warranty or Claims.

13.06   All delivery dates and times provided by the Supplier are estimates only. Long distance deliveries and out of province deliveries may take longer than estimates provided. Customers must ensure availability and if necessary, arrange personnel & equipment to accept products.

13.07   The Customer will not be charged for rescheduling a delivery, provided that the Customer gives written notice 6 days in advance of the initial scheduled delivery arrangements.

13.08   If the Customer requests a rescheduling of the delivery of products that are currently enroute, the Supplier will apply a fee of 25% of the original delivery cost.

13.09   If the Customer is unable to be present for a scheduled delivery or fails to provide written notice 24 hours in advance indicating their inability to receive the order, the Supplier will reroute the order to storage. In such cases, the Customer will be responsible for paying a rescheduling fee as well as a storage fee.

13.10   In no event shall the Supplier take responsibility, financial or otherwise, for delays in delivery due to traffic, weather, acts of nature, vandalism, or any other extenuating circumstances.

13.11 In no event will the Supplier take responsibility, financial or otherwise, for costs incurred by the Customer due to "loss-of-business" or any other means, as a result of delays in delivery.

13.12   The Supplier will bear the cost of inbound and outbound freight of Warranty replacement products within Canada and the continental United States for one (1) year from the original date of purchase.

13.13   The Supplier reserves the right to pass on any and all applicable duties, tariffs, inflationary pressures, or other legitimate cost increases to the Customer. In the event that these costs increase after being quoted by the Supplier or paid by the Customer, the Supplier may require immediate payment of any differential amount. It is the Customer's responsibility to fulfill their payment obligations accordingly.

13.14   After an Estimated Shipping Date is provided to the Supplier, all Goods not accepted by the Customer upon delivery, or not paid for in full by the Customer prior to shipment, resulting in the inability to fulfill the delivery, will be re-routed at the Customer's expense. The Customer will be responsible for any storage and/or demurrage charges, or both, as determined and charged by the Supplier at its sole discretion. If the Supplier incurs any storage or demurrage charges after the Goods have reached North America due to the failure or delay caused by the Customer, all expenses, costs, and charges incurred by the Supplier for the demurred Goods must be paid to the Supplier before the Goods are released to the Customer.

13.15   The Supplier shall select the carrier responsible for delivering the Goods. All Shipping and Handling Costs shall be borne by the Customer and will be included in the pre-shipment invoice provided by the Supplier. In the event that the exact Shipping and Handling Costs are not determined at the time of shipment, the costs will become immediately due and payable by the Customer upon receipt of an invoice from the Supplier. Notwithstanding the foregoing, the Customer acknowledges and agrees that any shipping schedule is provided by the carrier, and any delays in the delivery of the Goods are the responsibility of the carrier and not the Supplier.

13.16   Quotes provided by the Supplier to the Customer for Shipping and Handling Costs are valid for one (1) calendar week. In the event that the actual Shipping and Handling Costs increase prior to the delivery of any Goods, the Customer is responsible for promptly paying the additional costs upon receipt of an invoice from the Supplier.

13.17   Notwithstanding anything herein to the contrary, the Customer acknowledges, consents, and agrees that title to the Goods passes to the Customer only when the Supplier receives full payment of the final price of the Goods and all related charges.

14.01   The Customer agrees and acknowledges that the timelines for production, manufacture, and shipment of any or all of the Goods (referred to as "Shipment Timelines") are provided as estimates only. These estimates are dependent on various factors, including the approval of line drawings, franchise approval, and receipt of full payment, whichever is the latest.

14.02   The Customer acknowledges and agrees that the Shipment Timelines provided for all or some of the Goods are approximate and subject to change. These timelines are dependent on various factors, including the availability of products, materials, and raw materials, services, as well as the schedules of vendors and carriers. Additionally, transit lead times, customs and brokerage issues, and unforeseen Acts of God can also impact the delivery schedule, which may not have been known at the time the Order was placed.

14.03   The Shipment Timelines provided do not include statutory or traditional holidays observed in the countries of production and shipment. Please take into consideration that these holidays may affect the estimated delivery schedule.

15.01   The Customer shall pay a warehousing fee of 3% of the total Price stated in the Order Confirmation for any Goods not delivered, shipped, or released to the Supplier two weeks after the Supplier provides written notice of such Goods' availability for shipment. This warehousing fee will be applicable for each week in which the Supplier is required to hold such undelivered Goods at the Supplier's Warehouse. The Customer shall make all payments of the accrued warehousing fees every week by ACH, check, or wire transfer, and in CAD dollars, to the account designated in writing by the Supplier. In addition to the weekly warehousing fee, any shipments returned to the Supplier, including, without limitation, such returns as a result of the Customer's improper failure to accept delivery or otherwise accept the Goods, will require the Customer to pay all additional costs incurred by the Supplier related to the return and storage of the Goods, including shipping and storage fees. The Customer shall assume all costs and risks to Goods warehoused, and the Goods will be considered available for delivery for all purposes related to the Terms. In addition to any remedies that may be provided under these Terms, if the Customer fails to make payment in accordance with the terms herein.

15.02   Supplier does not have a climate-controlled storage facility. Therefore, any damage that occurs to furniture pieces as a result of being exposed to a non-climate-controlled setting is the sole responsibility of the customer to fix. If Supplier elects to do the repair work, the total cost of the repair work will be covered by the customer. For greater certainty, there are no refunds or cancellation for damage caused in storage. This is a purely a courtesy service we do to go above-and-beyond for our customers.

15.03   In any event, all cancellations by the Customer are subject to a restocking fee (the "Restocking Fee") equal to thirty-five percent (35%) of the total value of the Order, and the Customer agrees that the Supplier is entitled to deduct the Restocking Fee from the Deposit and return the balance to the Customer if a deposit has been remitted. If no deposit has been remitted, or if the deposit is not sufficient to cover the thirty-five percent (35%) restocking fee, then the fee will be invoiced and the Customer must pay the invoice immediately.

16.01   The Customer is obliged to inspect the supplied products immediately upon acceptance to verify that they conform to the order specifications

16.02   If there are any damages from shipping or incorrectly shipped product(s), it is the Customer's obligation to notify the Supplier, in writing, within 24 hours of accepting the product(s), in order to file a claim

16.03   If there are any product defects, it is the Customer's obligation to notify the Supplier, in writing, within five (5) business days of accepting the product(s), in order to file a claim.

16.04   Claims related to Articles 16.02 and 16.03 become automatically void if the Customer fails to submit a written claim within the stipulated time periods..

16.05   Claims related to Article 16.02 become automatically void if the Customer has agreed to undertake shipping and handling of purchased product(s).

16.06   All claims are subject to investigation, and the Supplier reserves the sole right to accept or deny any claim. The Supplier will determine the appropriate actions and timeframes to correct the order, repair or replace any product that meets the above stipulations. If it is not possible to correct, repair, or replace the product, the Supplier will issue a refund.

16.07   In order to initiate a claims process, please contact our customer service department at support@ktjvca.com. Kindly include your order information and all necessary details to ensure accurate processing of your claim. Upon acceptance of a claim, the Supplier may request the return of the product(s) at its own expense.

16.08   Customers are required to return all items in their original packaging or in alternative appropriate packaging as instructed by the Supplier. Failure to do so may result in the denial of the claim.

16.09   The product(s) in question must be received by the Supplier within thirty (30) days of accepting a claim

17.01   The Customer shall not return a product until after prior consultation with the Supplier. Goods that have been returned without prior consultation may be refused by the Supplier. The Supplier reserves the right to inspect and confirm, at its sole discretion, any alleged shortages and/or non-conformity before authorizing a return, replacement, or credit to the Customer.

17.02   Defective goods may ONLY be returned to the Supplier after the Supplier has given its prior written approval. If goods to be returned have not been received by the Supplier within 15 (fifteen) working days, then the Customer must keep the goods and withdraw its complaint.

17.03   Any authorized returns (email confirmation from support@ktjvca.com) of products must be in like-new condition to be accepted for return. The cost of return shipping and a 35% restocking fee will be deducted from the refunded amount.

17.04   The Customer is responsible for all return shipping costs. Returns that are damaged, soiled, or altered may not be accepted and will be sent back to the Customer. Products must be in saleable condition to qualify for return. Saleable condition is defined as unused items in original undamaged packaging and unbroken quantities, in as-new condition. All returns are subject to the Supplier's inspection and acceptance. Proof of purchase is required for all returned materials.

17.05   Special order products and discontinued items are not eligible for return or credit. Dated materials are only returnable in case quantity and within fourteen (14) days after the invoice date. In no event shall any product be returnable or qualify for credit after one (1) year from the invoice date.

17.06   No returns will be accepted for custom manufactured products.

17.07   No returns will be accepted for products manufactured with C.O.M.

17.08   No returns will be accepted for specially processed or discontinued products.

17.09   Once the Supplier has assessed the returned product to be in the desired condition, the Supplier will issue a refund within 30 days. The refund will include the cost of the returned product. Taxes will be refunded in accordance with provincial laws. However, credit card payment processing fees will not be refunded.

17.10   All returns are subject to a 35% restocking charge imposed by the Supplier. Please note that outbound freight charges will not be refunded. It is the responsibility of the Customer to bear the return freight charges. However, please be aware that any damages resulting from return freight will automatically void the return. Additionally, the Supplier reserves the right to impose fees for processing refund transactions.

17.11   You have the option to receive credit ("Credit") from the Supplier in various scenarios, such as returning a Product and choosing credit instead of a refund, participating in our corporate "K&T JV Flex" program, or engaging in our referral program. The Credit can be applied towards an order placed through a K&T JV sales representative. If the purchase amount exceeds the value of the Credit, an additional form of payment will be required to cover the remaining balance. It's important to note that Credit expires after one year from the date of issuance.

18.01   Subject to the warranty limitations stated in these terms and conditions, the Supplier warrants to the Customer that the Goods, excluding case goods, manufactured or produced by the Supplier, shall be free from defects in material and workmanship caused by manufacturing for a period of one (1) year from the date of original Goods delivery (excluding replacements). 

18.02   The above-mentioned warranties are not applicable to any Goods that have been subjected to misuse, abuse, neglect, accidents, modifications, or damages resulting from improper handling after the Goods have been delivered to the carrier in good condition. Furthermore, the warranties do not cover damages caused by inadequate or unreasonable storage conditions, intentional or accidental exposure to fire, extreme temperatures, flooding, prolonged contact with water, harsh chemicals, severe weather conditions, direct sunlight, or any other extreme atmospheric conditions. Any warranty provided by the Supplier shall be deemed invalid in cases of improper maintenance, lack of maintenance, improper care, cleaning, conditioning, or lack of care, cleaning, or conditioning.

18.03   The warranty mentioned above is the sole and exclusive warranty provided, and it replaces all other warranties, whether expressed, implied, or otherwise, including warranties of merchantability and fitness for a particular purpose. This warranty supersedes any warranties that may arise from a course of dealing, usage, or trade, as well as warranties provided by statute or any other means. The Supplier explicitly disclaims all such warranties.

18.04  The Supplier shall not be held liable to the Customer for any special, indirect, consequential, or incidental losses or damages, including associated costs, charges, penalties, or liquidated damages, of any kind or nature whatsoever. This applies regardless of whether such losses or damages arise from breach of contract, warranty, tort, strict liability, delayed delivery, or any other cause. Even if the Supplier has been advised of the possibility of such loss or damage, or if such loss or damage could have been reasonably foreseen, the Supplier's liability remains excluded.

18.05   The Supplier's sole obligation to the Customer under any of the aforementioned warranties shall be, at the Supplier's sole discretion, to either repair, replace, or issue credit for any nonconforming or defective Goods. This obligation applies if the following conditions are met within fourteen (14) days after the expiration of the warranty period: i) The Supplier has received written notice of the nonconforming or defective Goods from the Customer. ii) The Customer has obtained written authorization from the Supplier and, at its own cost and expense, removed and returned the nonconforming or defective Goods to the Supplier. iii) The Supplier has determined that the Goods are indeed nonconforming or defective, and that such nonconformity or defect is not the result of misuse by the Customer.

18.06   Notwithstanding anything herein to the contrary, the Supplier does not provide warranties for any Goods that are upholstered goods and/or soft goods in relation to wearing quality, colorfastness, differences in dye lot, fabric shrinkage, wrinkling, or stretching.

18.07   The Customer acknowledges that each piece of wooden case goods produced by the Supplier relies on hardwood and recycled wood products for structural integrity and natural beauty. The Customer further acknowledges that, like all natural creations, no two trees are alike, and each tree has its own distinct characteristics and unique beauty. The Customer also acknowledges that any furniture sold by the Supplier is the product of many different trees, which enhances the beauty and individuality of each piece of furniture produced. As a result of combining different trees into one piece of furniture, color variations are inherent in the finished furniture product, and such variations in color, grain, or texture are not covered by any warranty.

18.08   The Supplier makes no warranty whatsoever 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 by law, course of dealing, course of performance, usage of trade, or otherwise.

(a)   In no event shall the Supplier be liable to the Customer or any third party for any loss of use, revenue, or profit, 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 theSupplier has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.

(b)   In no event shall the Supplier's aggregate liability arising out of or related to this agreement, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed 50% of 50% of the purchase price value of the order/product and shall at all times be limited to the amount covered by its insurance policy. The total of the amounts paid to the Supplier for the goods sold hereunder. The Supplier's liability may be further limited as per the terms of the Supplier's manufacturer's warranty. 

(c)   Any claim by the Customer with reference to the services of K&T JV or any goods sold shall be deemed waived by the Customer unless submitted to K&T JV in writing within 30 days from the date the Customer discovered, or should have discovered, any claimed breach.

(d)   The limitation of liability set forth shall not apply to (i) liability resulting from the Supplier's gross negligence or willful misconduct, and (ii) death or bodily injury resulting from the Supplier's acts or omissions.

(e)   Some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. In such jurisdictions, the liability of the Supplier shall be limited to the greatest extent permitted by law. Nothing in these terms affects any legal rights and remedies you have under local law.

The Customer hereby agrees to indemnify the Supplier for any costs, including attorney's fees, incurred by the Supplier as a result, in whole or in part, of any violation by the Customer of any Federal, Provincial, or Local law, statute, or regulation, or of any nationally accepted standard. It shall be the Customer's sole responsibility to comply with all applicable laws, regulations, codes, and standards regarding the handling, use, transportation, or disposal of products upon taking possession of the same..

21.1   All goods delivered remain the property of the Supplier until the Customer has fulfilled all its financial obligations.

21.2   Goods that are subject to retention of title may only be sold in the context of normal business practice and may not be pledged or otherwise encumbered.

21.3   If any attachment is levied by a third party upon the goods subject to retention of title, then the Customer shall inform the party levying the attachment of the retention of title and notify the Supplier of this immediately.

No waiver by the Supplier of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by the Supplier. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. Furthermore, if any term or provision is adjudged to be invalid or illegal or is stricken by a court of law or equity, the remaining terms and provisions shall continue in force.

All non-public, confidential, or proprietary information of the Supplier, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing and price lists, catalogs, samples, discounts, or rebates, disclosed by the Supplier to the Customer, 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 the Supplier in writing. Upon the Supplier's request, the Customer shall promptly return all documents and other materials received from the Supplier. The Supplier 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 the Customer at the time of disclosure; or (c) rightfully obtained by the Customer on a non-confidential basis from a third party.

The Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Supplier. Any purported assignment or delegation in violation of this section is null and void. No assignment or delegation relieves the Customer of any of its obligations under this Agreement.

The Supplier's, President|CEO is the only individuals authorized to modify these terms and conditions, warrant product suitability for specific applications, accept information on the potential for consequential damages, or execute customer documents. Any such action is null and void unless in written form and signed by the specified individual explicitly indicating the intent to modify these terms and conditions of sale. Sales representatives of the Supplier, including account managers, design specialists, vice presidents, and customer service representatives, do not have such authority.

The Customer is solely responsible for ensuring compliance with the laws of their specific jurisdiction and for abiding by all applicable local, state, provincial, national, and international laws and regulations. The Customer expressly agrees to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, the Customer is expressly agreeing that they are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. The Customer is solely responsible for compliance with the laws of their specific jurisdiction regarding the import, export, or re-export of the Content.

All transactions shall be deemed to have been made and entered into in Sherwood Park, Alberta. Any and all disputes arising directly or indirectly from such transactions shall be resolved in the courts in Sherwood Park, Alberta, to the exclusion of any other court, and any resulting judgment may be enforced by any court having jurisdiction of such an action. All transactions shall be governed by and construed in accordance with the laws of Alberta. The Supplier reserves the right to pursue any legal remedies available to them under the applicable laws and jurisdictions.

The parties will make every effort to settle disputes concerning the content and execution of the agreement amicably. If this does not succeed, the parties may decide in good consultation to submit the dispute to (a) a specialized arbitration board, or (b) the competent court of Alberta, Canada. The venue for any dispute shall be the Law Courts at Sherwood Park, Alberta. The Supplier and the Customer agree to cooperate in good faith throughout any dispute resolution process and abide by the decisions made by the chosen arbitration board or the competent court.

29.1   The obligations of any party to make payments in the currency stated in the Offer (the "Offer Currency") shall not be discharged or satisfied by any recovery pursuant to any judgment expressed in or converted into any currency (e.g., Canadian Dollars) other than the Offer Currency, except to the extent that such recovery results in the effective receipt by the receiving party or its assignee of the full amount or value of the Offer Currency expressed to be payable to the receiving party under this agreement or any other invoice, demand, or loan document. If, for the purpose of obtaining or enforcing a judgment against any party in any court or jurisdiction, it becomes necessary to convert an amount due in the Offer Currency into or from any currency other than the Offer Currency (referred to as the "Judgment Currency" for the purposes of this agreement), the conversion shall be made at the rate of exchange prevailing as of the day on which the judgment is given (the "Judgment Currency Conversion Date").

29.2   If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, each party covenants and agrees to pay or cause to be paid such additional amounts, if any (but in any event not a lesser amount), as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Offer Currency that could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date. 

29.3   For the purposes of determining the prevailing rate of exchange, such amounts shall include any premium and costs payable in connection with the purchase of the Offer Currency. The Supplier and the Customer agree to cooperate in good faith to facilitate the payment process and comply with the necessary currency conversion requirements as outlined in this section.

30.1   Any delay or failure of the Supplier to perform its obligations under this Offer shall be excused if, and to the extent, that the delay or failure is caused by an event or occurrence beyond the reasonable control of the Supplier and without its fault or negligence. Such events or occurrences may include, but are not limited to, acts of God, epidemics, pandemics, actions by any governmental authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage, labor problems (including lockouts, strikes, and slowdowns), inability to obtain power, materials, labor, equipment, or transportation, or court injunctions or orders. The term "Force Majeure" shall also include, in addition to the definition under Dutch law, import and export bans or controls imposed by, or due to, any government or authority, the failure of suppliers or service providers of the Supplier to deliver on time or at all, suspension of work by or a high amount of sick leave among the employees of the Supplier or its suppliers. Furthermore, delays or failures caused by the novel coronavirus (COVID-19), its effects upon economies and labor pools, and any quarantines or restrictions imposed by any governmental authority as a result of the same shall be covered by this section. The Supplier will make reasonable efforts to mitigate the impact of the force majeure event and resume the performance of its obligations as soon as practicable.

30.2   In the event of force majeure, all the obligations of either party are suspended until the situation of force majeure has ended.

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.

(a)   If the Customer fails to make payment in accordance with the terms herein or otherwise fails to comply with any provision hereof, the Supplier may, at its option, cancel any unshipped portion of an order, retain the Goods, and declare a forfeiture of the deposit as liquidated damages. In addition to any remedies that may be provided under these Terms, the Supplier shall have the right to appropriate and sell the Goods and apply the amounts collected to any payment owed to the Supplier, including but not limited to the unpaid balance of all accounts and any expenses and costs incurred by the Supplier to exercise its rights hereunder, as the Supplier shall determine in its sole discretion. The Customer shall remain liable for the balance of all unpaid accounts.

(b)   In addition to any remedies that may be provided under these Terms, the Supplier may terminate this Agreement with immediate effect upon written notice to the Customer if the Customer: (i) fails to pay any amount when due under this Agreement; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (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.

If an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid, illegal, void or unenforceable, then that part of these Terms will be deemed severed from the Terms and will not affect the validity or enforceability of the remaining Terms. To the extent any claims must proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the Canada or the courts of the Edmonton Alberta, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

The Offer and these terms and conditions shall ensure to the benefit of and be binding upon each of the Supplier and the Customer and their respective heirs, executors, administrators, successors, and permitted assigns

The Supplier may periodically provide promotions on the Website or social media platforms that could impact pricing. These promotions are subject to separate terms and conditions that differ from these Terms. In the event of any conflict between the terms of a promotion and these Terms, the specific terms applicable to the promotion will take precedence.

37.1   Customers shall comply with all applicable laws, contracts, intellectual property rights, and other third-party rights, and shall refrain from committing any tortious acts. Customers are solely responsible for their conduct while using our Services. Specifically, customers shall not: (i) Post, upload, publish, distribute, submit, or transmit any User Content that infringes, misappropriates, or violates the Supplier's patents, copyrights, trademarks, trade secrets, moral rights, or other intellectual property rights, or rights of publicity or privacy. (ii) Violate any applicable law or regulation, or encourage any conduct that would result in civil liability. (iii) Engage in fraudulent, false, misleading, or deceptive activities. (iv) Share defamatory, obscene, pornographic, vulgar, or offensive content. (v) Promote discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group. (vi) Engage in or promote violence or threatening behavior, or actions that pose a threat to any person or entity. (vii) Promote illegal or harmful activities or substances. Customers shall not: (i) Use, display, mirror, or frame the Services, the Supplier's name, trademarks, logos, or other proprietary information without the Supplier's express written consent. (ii) Access or tamper with non-public areas of the Services or the Supplier's technical delivery systems.(iii) Attempt to probe, scan, or test the vulnerability of the Supplier's system or network, or breach any security or authentication measures. (iv) Avoid, bypass, remove, deactivate, impair, or otherwise circumvent any technological measure implemented by the Supplier. (v) Attempt to access or search the Services or Content, or download Content from the Services, using any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or similar methods).

37.2   Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

37.3   Use any meta tags or other hidden text or metadata utilizing a Supplier trademark, logo, URL, or product name without the Supplier's express written consent.

37.4   Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;Collect or store any personally identifiable information from the Services from other users of the Services without their express permission.

38.1   Customer acknowledge and agree to not send any prohibited content over the Platform. Prohibited content includes:

- Any fraudulent, libelous, defamatory, scandalous, threatening, harassing, or stalking activity;

- Objectionable content, including profanity, obscenity, lasciviousness, violence, bigotry, hatred, and discrimination on the basis of race, sex, religion, nationality, disability, sexual orientation, or age;

- Pirated computer programs, viruses, worms, Trojan horses, or other harmful code;

- Any product, service, or promotion that is unlawful where such product, service, or promotion thereof is received;

- Any content that implicates and/or references personal health information that is protected by the Health Insurance Portability and Accountability Act ("HIPAA") or the Health Information Technology for Economic and Clinical Health Act ("HITEC" Act); and

- Any other content that is prohibited by Applicable Law in the jurisdiction from which the message is sent.

All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Order Confirmation or to such other address that may be 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 this Agreement, 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

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