You control the money. Exercise your control and find better sorces for cabinets than a reseller who wants to avoid responsibilities. Also shop for your appliances with the goal of getting the best separate product for each function. That means different manufacturers. This means research and work for you. It means long-term satisfaction for you, also.

Thank you both Lomo and Dan1888. Great advice. I have no idea what is typically found in a standard contract and appreciate the explanations. To clarify, I've been researching the appliances and am not locked into particular brands just by buying through the reseller. I will be sure to lock down that the specifics of the warranty. Thank you again!

“Non disparagement is also standard.“

In 2016 President Obama signed the Consumer Review Fairness Act that largely made non-disparagement clauses illegal in contracts for purchases of goods and most services.

It is not unusual to add clauses in contracts that are unenforceable, because unless the person signing sees an attorney, they are unlikely to realize it. For example, so long as you believe you are not allowed to post a negative review, then you are unlikely to post a negative review. So long as you believe they are not responsible for installers they select and require you to use, then you are unlikely to try and hold them responsible.

I would be hesitant to use anyone who has a non-disparaging clause in their contract and those clauses are not standard in any area I have done business in. Good businesses invite people to review them.

If they have a non disparagement contract, I’d seriously be questioning why do they think they need one?

RUN DO NOT WALK away There is no way I would deal with this on any level. Get a good independant KD Get a good design buy appliances and have them on hand before design work.Appliances are bought for how you cook all in plain old stainless no need to stick with one maker.

Crazy crazies is why non disparagement clauses exist. They are not enforceable. They just put customers on notice to behave with decorum, and not bring firearms into the building to ”discuss” their 1/4” dissatisfaction, and then try to plaster it all over FB that they ”won” that discussion. Meanwhile, the business is getting a restraining order against them.

I completely understand the concept of unenforceable clauses in contracts and wasn't aware of the Consumer Review Fairness Act. Thank you for letting me know bry911! I will certainly give the CRFA a read!

The contract language is written so vaguely, it could be interpreted to mean that "disparaging or derogatory" only modifies the word "comments" and that I am unable to even make any remarks or ratings about the firm to third-parties at all.

I am going to insist that warranty is mentioned, so that there is no ambiguity and discuss the installer and inspection issue as well.

According to the contract, my reseller does not recognize any type of claim once the product has been installed and requires me to inspect all merchandise for visible damage at the time of delivery, which is very difficult when a crew of workmen want to work and are not exactly going to be twindling their thumbs while I look through things.

The contract also requires binding arbitration and some language that if I do not accept the binding arbitration provision, it shall be deemed a counter offer.

It is difficult to comment on the contract language without seeing the actual contract and bad contracts don't necessarily mean bad companies. If this is a boilerplate contract, which are sometimes provided by the manufacturer or distributor, then I put more weight in the actual interaction than I do in the contract.

However, if this is not a boilerplate contract then I start getting worried about what the business is trying to protect. I would discount all reviews with any business that has a non-disparagement clause and I would be concerned about a business adding a lot of unenforceable clauses to a contract. There are significant red flags here. If you decide to do business with a company who believes they are protected by the contract language, then don't be surprised when they do a less than spectacular job and refuse to remedy.

According to the contract, my reseller does not recognize any type of claim once the product has been installed and requires me to inspect all merchandise for visible damage at the time of delivery,

Cabinets are goods and are therefore governed by the Uniform Commercial Code. Section 2-608 of the UCC explains that a buyer of goods may revoke their acceptance of goods when the acceptance was reasonable given the difficulty of discovering the defect. This is known as the "latent defect" section of the UCC. The idea is simply this: If the defect existed when the cabinets were delivered and couldn't reasonably be discovered because inspection is either impractical or would risk further damage, then your previous acceptance is revocable.

Installation services are not goods and therefore not governed by the UCC. So damage done during installation would not be included in that.

Design services are partially governed by the UCC. Anything that would affect proper operation of the cabinets, such as proper filler pieces, would be covered by the UCC, but poor design, such as bad work flow, would not be covered by the UCC.

Are you getting Chinese import cabinets? Those brands (that I know of) that only have a one day warranty ....must be inspected at time of delivery. If any damage or flaws after that? You pay for it.

Labor warranty is typically for one year provided by dealer/install subs.

I would never have a client sign a non-disparage. I love getting reviews...and even if a few not so good, how you handle them speaks volumes about you as a business.

Contract language is part of the negotiations between the parties to get an agreement. Printed language is superseded by initialed changes in pen. Change and cross out everything you object to. Send it back for continued negotiation. Your money is your strength. As mentioned above, I'd shop for another source.

How do you all feel about binding arbitration?

What cabinet brand are you purchasing? Is this reseller really your only option for purchasing this brand of cabinets ?

"This one-page contract also has a clause that requires me to not make disparaging or derogatory comments, remarks, or ratings about the firm to third-parties."

Nope. Legal, schmegal. This is embarassingly bad business practice. Resume shopping please.

Thank you all. This discussion has been tremendously helpful and informative.

Yes, Cookie, this reseller is the only seller of this particular European brand of cabinets, which are uncommon. I have also paid a sizable deposit that is non-refundable.

The contract, which is only one page, has a section titled "Rights" that seems a bit odd to me. This section permits the seller to assign or transfer the contract without my consent and bars me from using or permitting any other party from using their trademark, trade name or service mark in any medium without seller's consent. I don't understand the whole point of the trademark protection section in the contract at all and what behavior it is attempting to protect the seller from.

If you paid the deposit before signing the contract, then it is refundable until you sign the contract. If you have signed the contract and are just now reading it, then there is not much you can do.

Your opening sentence says you have just been presented with the contract. If that's the case, make all the changes and language removals. Send the contract back unsigned with a request for a full refund of your deposit, if the changes are not acceptable.

Binding arbitration is a standard clause also. Look at any box store purchase contract you've ever made. It's throughout the industry. It benefits you to have an independent arbiter to hear the facts in a dispute.

To clarify, I signed a Design Deposit contract several months ago that says if final cabinetry is not purchased from reseller, the retainer will be forfeited. The Design Deposit is to be credited towards final cabinetry purchase. This very basic contract (terms are bullet points) included things such as shop drawings, mechanical plans, and electrical, lighting, gas, and plumbing locations.

Over the past several months, the cabinet reseller and I have spent time figuring out how the kitchen will be laid out. For me it has been a ton of hours. For the reseller, I am not sure how much time was spent but obviously some.

I was verbally told in the very beginning that I was required to have them install the cabinets. When I signed the Design Deposit, I assumed that it would be their employees. But even in the just presented contract, there is no mention of who the installers are or what they would charge.

This is the first time that I am seeing the one-page contract. Trying to find another cabinet line that I like sounds just awful, but having an installation disaster sounds awful too.

Dan1888 and Bry911, you have given great advice. Thank you.

I'll look on Rocketlawyer or one of those form websites to see if there is an alternative contract that might have additional terms that should be in the contract for my protection and will strike out the offending ones in this one. Thanks!

Do you know anyone personally who has dealt with this firm? It can take a lot of time but I feel like the best way to find a good contractor/installer etc is to talk with people who have worked with them - the best pros in my area don’t have reviews etc, they are kept super busy by all the referrals and reccos that customers provide for them

The manufacturer could be a source for more contract options. The manufacturer will have different retailers in non-US locations with different contracts to look at. Also see if there's another US supplier, of course. You can also express your dissatisfaction with the terms and protections this supplier is attaching to the product. And the negative impression that makes.

I just want to stress that the contract isn’t going to install your kitchen cabinets. It is a piece of information that should influence your decision, but only one piece of information.

There are great businesses with terrible contracts and terrible businesses with great contracts. More often than not, a business doesn’t even know what is in the contract and the contract doesn’t really govern the transaction in a meaningful way. E.g. change-order clauses are rather notorious for being completely disregarded.

I also want to stress that it is rare for a business to allow the customer to negotiate the contract. Especially when they have a hefty deposit. So, I would be surprised if changing the contract works and personally I wouldn’t try it, but who knows.

Instead, I would email them and ask about specific concerns without referencing the contract at all. So I would start with something like this, ”before I sign the contract I have just a few questions. What happens if…” Odds are you will get answers that are acceptable and while not as good as a contract they are admissible.

The company requires that I have them install the cabinets. Yet, it now turns out, that the installers are not their own employees, and the contract states that they are not responsible for installers.

I would ask who their installer is: a random person off thumbtack or someone they have been using for a decade that is familiar with this rare breed of European cabinet? My kitchen person had an in-house installer for over a decade but they had agreed to recently make him an independent contractor instead of an employee.

It is a fine line between seeing and feeling major red flags in your gut and knowing that everyone who is in the contracting business is going to screw you no matter what your contract says.

Usually deposit is due upon sigining a contract. This is how it has always gone with my cabinets. I'm curious how it ended up that you put money down before seeing the contract. Is this a sign that these folks are perhaps a bit shady? Maybe, maybe not.

bry911, once again, thank you. I had a disasterous experience with a condo that had to have extensive repairs because of faulty construction. It was an ugly lawsuit.

Here's the contract. Would the section about the contract being the entire agreement preclude the ability to introduce emails that relate to the contract? Or will a court let those emails be integrated into the contract if provisions in the contract are deemed vague?

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Once an order for merchandise is placed, it becomes non-cancelable nor refundable. It is the buyer’s responsibility to inspect all merchandise for visible damages at the time of delivery. If visible damages are identified, buyer must contact seller immediately, prior to the installation process. ______does not recognize any type of claim once the product has been installed.

________assumes no liability for claims related to shade and/or color of products. Color variations might occur in wooden products and expansion might occur due to changes in climate. _______is not responsible for installers.

ALL PAYMENT BALANCES BECOME DUE ONCE THE MERCHANDISE REACHES THE PORT. ALL MERCHANDISE STORED IN THE WAREHOUSE OVER 60 DAYS WILL BE SUBJECTED TO STORAGE FEES.

Buyer agrees to pay any collection costs, including reasonable attorney's fees. All sales are final!

Notice of Right of Cancellation. You may cancel this order at any time prior to midnight of the 3rd business day after the date the order is placed. You may cancel this order, without any penalty or obligation, within 3 business days from the Contract Date written above. If you cancel, any payments made by you (other than design retainer), and any negotiable instrument executed by you under this contract will be returned within 10 days of receiving your cancellation notice. Any security interest arising out of the order will be canceled. To cancel this transaction, mail or deliver a signed and dated copy of this cancellation notice or any other written notice, or send a telegram no later than 3 business days from the Contract date to_______.

Rights. ________retains all rights. _______'s acceptance of a note as evidence of debt or its taking of any security interest shall not deprive _______of any rights. _______shall have the absolute and unconditional right to assign or transfer the Contract without Buyer's consent. Buyer hereby acknowledges the validity and exclusive ownership of _______'s trademarks, trade names and service marks that _______ owns or has the right to use, or to use the likeness thereof, by license or otherwise. Buyer shall not use or permit any other party to use any trademark, trade name or service mark or other commercial symbol, or likeness thereof, used by or associated with ______ in any manner or in any medium, electronic or otherwise, without the prior written consent of ________and Buyer agree that they will not, under any circumstances, make disparaging or derogatory comments, remarks or ratings about the other to third parties, or interfere with any third party relationships.

Entire Agreement. The Contract documents constitute the entire agreement and understanding of ______ and the Buyer, and supersede all previous negotiations or agreements whether written or oral, between the parties in relation to the Project. The Contract Documents may only be amended or changed in writing by a ChangeOrder or rider signed by Buyer and by an authorized employee of ________to be enforceable. If any provision of the Contract Documents or the Warranty shall become or be held by any court or arbitrator to be illegal, invalid, unenforceable or against public policy for any reason, then such provision shall be severed. The remaining provisions shall not be affected and shall remain in full force and effect. No waiver of any term in the Contract Documents shall be binding on _______unless evidenced in writing signed by an authorized officer of ________. The execution or failure to execute a completion certificate shall in no way affect the rights of ________hereunder. Buyer shall not construe any information provided by written or otherwise, as tax or legal advice. Buyer must rely on his or her own accountant, legal counselor tax advisor as to any and all tax implications, deductibility, credits or government subsidiesorotherprograms arising out of the purchase of, and installation of any components and materials in connection with the Project and included in the Contract Documents.

Binding Arbitration. Any controversy or claim arising out of, or relating to the Contract, the Contract Documents, the Project or the Real Estate shall be resolved by binding arbitration. All arbitrations shall be conducted in accordance with, and shall be conducted pursuant to, the Construction Industry Arbitration Rules of the American Arbitration Association or any other alternative dispute resolution firm, at ______'s sole and absolute discretion. The arbitrator shall have the authority to award only compensatory damages. Except where prohibited by law, the arbitrator will have no authority to award punitive or exemplarydamages, and in any event, the arbitrator shall make no ruling, finding or award that does not conform to the terms and conditions of the Contract Documents. Costs and fees of arbitration may be awarded to the prevailing party. "Costs and fees" shall mean all reasonable expenses of arbitration including the arbitrator's fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, and witness fees, but shall not include either party's attorney's fees or costs. The arbitration award shall be in writing and shall specify the factual and legal basis for the award. In rendering the award, the arbitrator shall determine the rights and obligations of the parties in accordance to the substantive laws of _________without regard to its provisions regarding conflicts of law. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof and the costs incurred in connection with any action to confirm the arbitration award shall be awarded by the court. Neither party nor the arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. If Buyer rejects or does not accept this binding arbitration provision, it shall be deemed a counter offer to _______to proceed with the Contract, without the terms of this paragraph. In such case, Buyer's counter-offer may only be accepted in writing by an authorized officer of _________. If Buyer's counter-offer is not accepted by __________within 5 days, the Contract shall become null and void and of no further force and effect.