Legal

The Kolbe® Windows & Doors website (http://www.kolbewindows.com) provides product and promotional information about Kolbe & Kolbe Millwork Co., Inc., ("Kolbe") its products, services and locations. The images and material are copyrighted and may not be distributed, modified, or otherwise used outside the scope of normal web browsing without the express written permission of Kolbe. Unless otherwise noted, all trademarks and logos are the property of Kolbe and may not be used without our express written permission.

Kolbe reserves the right to make product changes without notice and, although we try to update this site to reflect product changes, it is the responsibility of the customer to review all product specifications before ordering. Kolbe does not warrant the accuracy of information on this website. Kolbe does not accept responsibility for any loss, whether consequential or otherwise, from errors or omissions, and reserves the right to change the contents of this website without prior notification. Check with your local Kolbe distributor or Kolbe Gallery about current product features, options and availability. Some items shown or described are options available at extra cost.

By featuring certain properties in this website which utilize Kolbe products, Kolbe does not necessarily intend to imply an endorsement of the Kolbe products by the property owners. Learn more about Kolbe & Kolbe Millwork Co., Inc.

California Transparency in Supply Chains Act of 2010

Kolbe supports the intent and goals of the California Transparency in Supply Chains Act (the "Act") which aims to deter slavery and human trafficking from consumer product supply chains. Kolbe remains committed to utilizing suppliers which conduct business in an ethical manner and abide by all applicable state and federal laws.

Kolbe utilizes suppliers which are predominantly located in the United States, thereby significantly decreasing the risk of human trafficking or slavery in its supply chains. While Kolbe does not audit or require certification from its suppliers, specifically as it relates to human trafficking or forced labor, it does require its top suppliers to verify the extent to which they evaluate their own supply chains consistent with the goals of the Act. This verification process is administered by Kolbe and not by a third party. Further, and as stated in its Terms & Conditions of Purchase, Kolbe reserves the right to terminate any supplier relationship where the supplier does not conform to Kolbe’s business and moral standards or comply with applicable laws, including those related to the Act. Kolbe’s purchasing team is offered training opportunities with respect to the proper management of supply chains.

Kolbe & Kolbe Millwork Co., Inc. values your privacy. We will not sell, lease or provide your information for any purpose including third-party mailing lists or for telemarketing. We will request your permission to use your contact information for our own purposes, including internal mailing lists.

Please note that email addresses provided on this website are for the convenience of our website visitors. Please DO NOT send unsolicited email or email newsletters to these addresses.

KOLBE & KOLBE MILLWORK CO., INC. TERMS AND CONDITIONS OF SALE

1. PREAMBLE:
The Terms & Conditions of Sale for window and door products sold by Kolbe & Kolbe Millwork Co., Inc. ("Kolbe") are limited to those contained in this document. Any additional or different terms in any forms delivered by you, the "Customer," and purchaser of Kolbe products, are hereby deemed to be material alterations and notice of objection and rejection of them is hereby given. Any product order placed by the Customer shall imply acceptance by the Customer, without reservation, of these Terms & Conditions of Sale and shall constitute a waiver of the Customer's own terms and conditions of purchase which shall not apply unless otherwise accepted by Kolbe in writing. In the event of a conflict between these Terms & Conditions of Sale and the Kolbe Policies and Customer Requirements or between any other Kolbe document, these Terms & Conditions of Sale shall control.

These Terms & Conditions of Sale are subject to change without prior notice. The version of the Terms & Conditions of Sale which are posted on Kolbe's website at the time of the Customer's order placement shall control. This version is effective as of March 1, 2019.

2. PURCHASE ORDERS:
Customers shall submit purchase orders with Kolbe via its electronic quoting and ordering system. All purchase orders must include the necessary information required to process the order. The Customer must ensure the completeness and accuracy of the order. The order acknowledgement from Kolbe constitutes Kolbe's acceptance of the purchase order.

Kolbe retains full discretion and authority to accept any and all orders from the Customer. A purchase order may be cancelled or revoked by Kolbe without liability to Customer if the cancellation or revocation is due to conditions beyond Kolbe's control such as, but not limited to, an act of God, fire, major disaster, war, terrorism, accidents, and/or labor disputes.

The Customer may cancel or recall a purchase order at any time, without penalty, before its acceptance by Kolbe. While Kolbe may honor a change request to a submitted purchase order after it has already been accepted, Kolbe reserves the right to assess a cost for any drawings and/or special work which it has already completed but requires modification due to the Customer's change request. Charges might also be assessed to the Customer relating to materials already procured by Kolbe as required by the original purchase order.

3. PRICE AND INVOICING:
The prices for Kolbe products are stated in U.S. Dollars and are generally contained in Kolbe's electronic quoting and ordering system.

Kolbe shall have the right, in its sole discretion, to change its prices for products sold to Customers. The Customers shall receive reasonable notice of any such price changes. However, in some instances, such as errors in the quoting software or a sudden change in the cost of raw materials, price changes may occur without such notice.

The listed price of the products as of the date of Kolbe's acceptance of a product order is the valid product pricing. In certain limited instances, Kolbe may provide written authorization of adjusted pricing due to unique circumstances presented for Kolbe's review.

Kolbe has established basic discounts from the retail price of its products. Thus, Customers will receive a discount off Kolbe's retail prices which are based upon the level of ongoing efforts used by the Customers to sell the Kolbe products. Kolbe, in its sole discretion, determines the amount of discount offered to its individual Customers.

Kolbe shall electronically invoice the Customer for and the Customer shall pay the price for the products it has ordered under a purchase order accepted by Kolbe and said payment shall be made by the due date indicated on the invoice. All general or special taxes, duties, fees, freight, insurance and other costs and/or charges in connection with the sale of Kolbe products to the Customer shall be paid by the Customer in addition to the prices as invoiced.

If the Customer does not pay Kolbe an amount owed when such amount is due, Kolbe may proceed with any and/or all of the following, at its sole option and without prejudice to Kolbe's other remedies at law or equity: (i) terminate any and/or all of Kolbe's obligations pursuant to these Terms & Conditions of Sale or as indicated on any quote or invoice issued by Kolbe; (ii) declare immediately due and payable all of the Customer's outstanding payments owed to Kolbe; (iii) change future credit terms and/or require payment in advance; (iv) suspend or discontinue delivery or sales of Kolbe products to Customer until further notice and/or until the Customer pays all amounts owed; (v) seek return and repossession of Kolbe products already delivered. In exchange for placing a product order with Kolbe and accepting delivery of Kolbe products, the Customer agrees to pay Kolbe a late fee of up to 1.5% per month on all amounts not paid in full when due when such is assessed by Kolbe.

The Customer agrees to reimburse Kolbe for all costs incurred by Kolbe in collecting any sums owed by the Customer to Kolbe, including, but not limited to, attorneys' fees and cost of collection and/or legal proceedings. In the event of a partial delivery of an order by Kolbe to the Customer, the Customer shall pay for the products delivered and shall pay for any back-ordered products when the backorder is delivered and invoiced. The Customer shall not withhold payment of any amount due to Kolbe regardless of the reason and technique, whether that be by set-off, reduction, and/or the like. Customer grants to Kolbe, until final payment is received, a purchase money security interest in the products purchased.

4. PRODUCT DELIVERY:
General delivery dates for product orders are assigned at the time of the entry of the order and are based upon production capacity. All delivery dates are estimates. Delivery times may vary based upon current order intake. Kolbe strives to accommodate requests for variations from standard delivery times. Special and custom units may be assigned delivery times longer than that of standard units. Customers are notified of changes to the general delivery dates. Failure by Kolbe to deliver products by the estimated scheduled delivery date does not constitute a cause for cancellation and/or for damages of any nature. Kolbe retains the discretion as to whether to pass along expenses in the form of fees to the Customer in the event the Customer delays the scheduled shipment of Kolbe product.

Unless otherwise specifically provided by Kolbe in writing, Kolbe products will be delivered to the Customer FOB Customer's facility by K-K WAY LTD., a wholly owned transportation subsidiary of Kolbe or by another carrier chosen by Kolbe.

In general, the price of Kolbe's products includes standard packaging and freight to the normal delivery location of the Customer. Deliveries to job sites, along with exceptions to general delivery, are subject to separate charges and requirements and are listed in the Customer Support Section within the Kolbe Distributor Extranet. The Customer shall, prior to the scheduled shipment date of Kolbe products, take all actions and provide all certificates and/or other papers required of Customer to allow for the proper importation of Kolbe products into the Territory. The Customer shall pay all duties, taxes, fees, charges, and other costs necessary to allow for such importation.

It is expected that Customer's personnel will assist in the unloading process. Detention charges may apply if such assistance is not provided on a timely basis.

5. TITLE, RISK OF LOSS, AND INDEMNITY:
Title to the Kolbe products and the risk of loss and/or damage to the Kolbe products shall pass to the Customer upon the product being accepted and signed for by the Customer and, thereafter, Kolbe shall not be responsible for any loss or damage to the products.

The Customer shall assume full responsibility for and shall indemnify and hold Kolbe harmless from any damage, claim, liability, loss or expense which Kolbe may suffer or incur by reason of Customer's negligence in stocking, warehousing, and/or storage, of the Kolbe products.

6. KOLBE EXPRESS LIMITED WARRANTIES:
See Kolbe's Express Limited Warranties for product warranty information.

7. LIMITATION OF LIABILITY:
KOLBE SHALL NOT BE LIABLE TO THE CUSTOMER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ON ACCOUNT OF THE LOSS OF PROSPECTIVE PROFITS ON ANTICIPATED SALES OF KOLBE PRODUCTS OR ON ACCOUNT OF EXPENDITURES, INVESTMENTS OR OTHER COMMITMENTS MADE BY OR TAKEN ON BY THE CUSTOMER IN RELATION TO ITS BUSINESS CONDUCTED WITH KOLBE.

With respect to a claim that Kolbe's product(s) is/are defective, or with respect to a claim of a related nature, Kolbe's aggregate liability with respect thereto shall be limited to the remedies as set forth in Kolbe's Express Limited Warranties.

8. COMPLIANCE WITH LAWS:
The Customer shall comply with any and all governmental laws and regulations which may be applicable to the Customer by reason of its agreement to act as a distributor of Kolbe products. The Customer shall obtain and maintain all licenses, permits, and other governmental approvals necessary to permit the purchase of and payment for Kolbe's products and to otherwise allow for the Customer's performance of its requirements and obligations.

9. GOVERNING LAW:
Kolbe and the Customer agree that the validity, operation, and performance of the requirements and obligations set forth in these Terms & Conditions of Sale be governed by and interpreted in accordance with the laws of the State of Wisconsin, notwithstanding choice of law principles. Kolbe and the Customer submit to the jurisdiction of the courts of Wisconsin with respect to any matter or claim, suit, action or proceeding arising under or related to these Terms & Conditions of Sale.

 
 

For questions or comments regarding these terms, please submit them in writing.

KOLBE & KOLBE MILLWORK CO., INC. TERMS AND CONDITIONS OF PURCHASE

1. ACCEPTANCE:
These Terms and Conditions of Purchase constitute a material part of the agreement between Seller and Buyer. Kolbe & Kolbe Millwork Co., Inc. is at all times referred to herein, as the "Buyer." Buyer objects to and does not agree to be bound by any changes to these Terms and Conditions. These Terms and Conditions supersede any inconsistent terms and conditions in any documentation submitted by Seller to Buyer. No waiver, modification or additions to these Terms and Conditions shall be valid unless agreed to by Seller in writing. The purchase order must be accepted in writing by Seller. If Seller should fail to accept in writing, any conduct by Seller which recognizes the existence of a contract pertaining to the subject matter hereof shall constitute acceptance by Seller of the purchase order and all of these Terms and Conditions.

2. TERMINATION FOR CONVENIENCE; FOR CAUSE:
Buyer reserves the right to terminate the purchase order or any part thereof for its sole convenience. In the event of such termination, Seller shall immediately stop all work thereunder, and shall immediately cause any of its suppliers or subcontractors to cease such work. Seller shall be paid a reasonable termination charge consisting of a percentage of the order price reflecting the percentage of the work performed prior to the notice of termination, plus actual direct costs resulting from termination. Seller shall not be paid for any work done after receipt of the notice of termination, nor any costs incurred by Seller's suppliers or subcontractors which Seller could reasonably have avoided. In no event shall the Seller be entitled to recover incidental or consequential damages. Buyer may also terminate the order or any part thereof for cause in the event of any default by Seller, or if Seller fails to comply with these Terms and Conditions. Late deliveries, deliveries of products which are defective or which do not conform to the purchase order, and failure to provide Buyer, upon request, of reasonable assurance of future performance, shall all be causes allowing Buyer to terminate the purchase order for cause. In the event of termination for cause, Buyer shall not be liable to Seller for any amount, and Seller shall be liable to Buyer for any and all damages sustained by reason of the default which gave rise to the termination.

Buyer requires Seller to conduct its business in an ethical manner and to abide by all applicable laws, including, but not limited to, laws relating to environmental matters, employment and safety conditions, and with respect to the deterrence of forced labor and human trafficking. Buyer reserves the right to terminate any relationship with a Seller that does not comply with applicable laws or conform to Buyer's business and ethical standards.

3. PROPRIETARY INFORMATION; CONFIDENTIALITY:
All specifications, documents, and drawings delivered by Buyer to Seller are the property of Buyer. They are delivered solely for the purpose of Seller's performance of the purchase order and on the express condition that neither they nor the information contained therein shall be disclosed to others nor used for any purpose other than in connection with the purchase order without the prior express written consent of Buyer. Such specifications, documents, and drawings are to be returned to Buyer promptly upon its written request. Such request may be made at any time during or after completion of Seller's performance. The obligation under this clause will survive the cancellation, termination, or completion of the purchase order. Any signed confidentiality agreement between Buyer and Seller shall control as it relates to the handling of Buyer's confidential information.

4. WARRANTIES:
Whether or not Seller is a merchant of goods and/or services provided by it, Seller warrants that all goods and/or services provided by it: (a) shall be of good quality and workmanship and free from defects, latent and patent; (b) shall conform to all specification drawings, descriptions, furnished, specified or adopted by Buyer; (c) shall be merchantable and suitable and sufficient for their intended purpose; and (d) shall be free of any claim of a third party. None of the remedies available to the Buyer for the breach of any of the foregoing warranties may be limited except to the extent and in the manner agreed upon by Buyer in a separate agreement specifically designating such limitation and signed by an authorized representative of Buyer. Buyer's inspection and/or acceptance of and/or payment for goods and/or services shall not constitute a waiver by it of any warranties. Buyer's approval of any sample or acceptance of any goods shall not relieve Seller from responsibility to deliver goods and to perform services conforming to specifications, drawings, and descriptions.

5. FORCE MAJEURE:
Buyer may delay delivery and/or acceptance occasioned by causes beyond its control.

6. PATENTS:
Seller agrees upon receipt of notification to promptly assume full responsibility for defense of any suit or proceeding which may be brought against Buyer or its subsidiaries, affiliated entities, directors, officers, agents, employees, customers or other vendors for alleged patent infringement, as well as for any alleged unfair competition resulting from similarity in design, trademark or appearance of goods or services furnished hereunder, and Seller further agrees to indemnify Buyer or its subsidiaries, affiliated entities, directors, officers, agents, employees, customers or other vendors against any and all expenses, losses, royalties, profits and damages including court costs and attorney's fees resulting from any such suit or proceeding, including any settlement. Buyer may be represented by and actively participate through its own counsel in any such suit or proceeding if it so desires and the costs of such representation shall be paid by Seller.

7. INSURANCE:
Seller agrees, warrants and represents to Buyer that Seller will maintain adequate general liability insurance to cover any liabilities attributable to the product sold to Buyer, or for any other liability described in the purchase order. Seller further warrants and represents to Buyer that Seller will maintain adequate insurance to cover any public liability, property damage and/or automobile liability for any damage incurred with Seller's performance of any work on or about the Buyer's premises. Seller shall maintain proper Worker's Compensation Insurance covering all employees performing all work associated with the purchase order.

8. INDEMNIFICATION:
Seller shall defend, hold harmless, and indemnify Buyer from and against any liability and expenses, including, but not limited to, attorneys' fees and court costs, arising from or related to any claims, damages, and liabilities caused by, related to, or arising out of any of the goods or services supplied by Seller, except to the extent that such damage or loss results from Buyer's negligent actions or misuse of the goods provided by Seller.

9. INSPECTION; TESTING:
Payment for the goods delivered hereunder shall not constitute acceptance thereof. Buyer shall have the right to inspect such goods and to reject any or all of said goods which are in Buyer's judgment defective or nonconforming. Products rejected or supplied in excess of quantities called for in the order may be returned to Seller at its expense and, in addition to Buyer's other rights, Buyer may charge Seller all expenses of unpacking, examining, repacking and reshipping such goods. In the event Buyer receives goods whose defects or nonconformity is not apparent on examination, Buyer reserves the right to require replacement, as well as payment of damages. Nothing contained in the purchase order shall relieve, in any way, the Seller from the obligations of testing, inspection and quality control.

10. MATERIAL SAFETY DATA SHEETS:
If any of the product being provided by Seller to Buyer are on OHSA's "Hazardous Substance List," Seller must provide a Material Safety Data Sheet (MSDS) to Buyer.

11. INDEPENDENT CONTRACTOR:
The parties to the purchase orders are independent contractors and neither the purchase order, nor these Terms and Conditions, shall be construed as creating a joint venture, partnership, agency or franchise relationship.

12. GOVERNING LAW:
THESE TERMS AND CONDITIONS OF PURCHASE AND ANY PURCHASE OF PRODUCTS HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE STATE OF WISCONSIN, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. ANY ARBITRATION, ENFORCEMENT OF AN ARBITRATION OR LITIGATION WILL BE BROUGHT EXCLUSIVELY IN MARATHON COUNTY, WISCONSIN AND SELLER CONSENTS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED THEREIN, SUBMITS TO THE JURISDICTION THEREOF, AND WAIVES THE RIGHT TO CHANGE VENUE. SELLER FURTHER CONSENTS TO THE EXERCISE OF PERSONAL JURISDICTION BY ANY SUCH COURT WITH RESPECT TO ANY SUCH PROCEEDING.

13. INVOICE, PAYMENT, AND SETOFF:
Buyer shall have no obligation to pay for any items until a correct invoice for the product is received at the address shown on the face of the purchase order. Payment is due thirty (30) days from receipt of a correct invoice. Each invoice shall be printed on Seller's standard printed bill form, and shall include at a minimum: (a) the purchase order number; (b) Seller's name and address; (c) the nature of the invoice charged; (d) the total invoiced amount; and (e) such detail as is reasonably necessary to permit Buyer to evaluate the goods supplied and/or the services performed. Amounts owed to Buyer due to rejections of goods or services or discrepancies in said invoices will be, at the Buyer's option, fully credited against future invoices payable by the Buyer, or paid by Seller within thirty (30) days from Seller's receipt of a debit memo or other written request for payment by Buyer. Buyer shall have the right, at any time, to set off any amount owing from Seller to Buyer against any amount payable by Buyer pursuant to the purchase order or any other transaction or occurrence.

14. ENTIRE AGREEMENT; ASSIGNABILITY; WAIVER:
These Terms and Conditions, and any documents referred to on the face of the purchase order shall constitute the entire agreement between the parties. Neither the purchase order nor any interest therein shall be assigned by Seller except upon the prior written consent of Buyer. Buyer's failure to insist on performance of any of the terms and conditions herein or to exercise any right or privilege or Buyer's waiver of any breach hereunder shall not thereafter waive any other terms, conditions, or privileges, whether of the same or similar type.

15. SHIPMENT; DELIVERY:
Unless otherwise stipulated on the face of the purchase order or as modified by a routing letter from Buyer's Purchasing Department, goods covered by the purchase order shall be shipped "FOB destination." Risk of loss and title to said goods shall pass to Buyer only upon delivery to Buyer's specified end destination. Delivery in advance of the specified Buyer's shipping date, however, will not cause passage of title, transfer of risk of loss and/or establish FOB point. Transportation charges on goods delivered FOB destination must be prepaid. No charges for unauthorized transportation will be allowed. Any unauthorized shipment which will result in excess transportation charges must be fully prepaid by Seller. Unauthorized transportation charges not prepaid will be offset by Buyer. Time is of the essence in the fulfillment of the purchase order. The purchase order is subject to cancellation if not shipped at the specified time. Buyer reserves the right to refuse deliveries made in advance of the delivery schedule. Product shipped after the time specified may be returned at Seller's expense for full credit. Retention of all or any part of such product shall not be considered acceptance of same. Acceptance of such product shall not be deemed a waiver of Buyer's right to hold Seller liable for any loss or damage resulting therefrom, nor shall it act as a modification of Seller's obligation to make future deliveries in accordance with the delivery schedule. Buyer shall be reimbursed in full for all product returned. In addition thereto, Buyer shall have the privilege, if shipment is not made on time, to purchase similar product in the open market in such quantities as found necessary not exceeding the amount called for in the purchase order and hold Seller responsible for the difference, if any, between the price so paid and the purchase order price.

16: LIABILITY:
IN NO EVENT SHALL BUYER BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF, OR IN CONNECTION WITH, THE PURCHASE ORDER, WHETHER OR NOT BUYER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BUYER'S LIABILITY ON ANY CLAIM OF ANY KIND FOR ANY LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM THE PURCHASE ORDER OR FROM THE PERFORMANCE OR BREACH THEREOF SHALL IN NO CASE EXCEED THE PRICE ALLOCABLE TO THE PRODUCTS OR SERVICES OR UNIT THEREOF WHICH GAVE RISE TO THE CLAIM. BUYER SHALL NOT BE LIABLE FOR PENALTIES OF ANY DESCRIPTION. ANY ACTION RESULTING FROM ANY ALLEGED BREACH ON THE PART OF BUYER AS TO THE GOODS OR SERVICES DELIVERED BY SELLER MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.




For questions or comments regarding these terms, please submit them in writing.