Terms & Conditions

Entire Agreement

These Terms and Conditions of Sale, together with Seller’s Privacy Policy and any related sales order or invoice (collectively, the “Agreement”), form the entire agreement between GROF USA DISTRIBUTORS, INC. (“Seller”) and the purchasing party (“Buyer”). This Agreement supersedes all prior or contemporaneous negotiations, proposals, or communications. No additional or different terms in any Buyer document are binding unless expressly accepted in writing by an authorized representative of Seller.
Seller may update these Terms at any time; the most current version will be posted on www.grofusa.com.
Any course of dealing, trade usage, or verbal understanding not included here is excluded. Failure to object to conflicting terms is not acceptance. In any conflict, these Terms control. Modifications or waivers are valid only if signed in writing by Seller’s authorized representative.

1. Acceptance and Acknowledgment of Terms

By placing an order, signing a sales order, submitting payment, or accepting delivery, Buyer acknowledges access to, review of, and express acceptance of these Terms. Payment (or authorization) constitutes acceptance of all Terms, including warranty limitations, cancellation restrictions, and delivery policies, whether or not a separate agreement is signed.
For online/consumer transactions, electronic checkout, digital signature, or payment submission constitutes express acceptance. Quotes, invoices, and order confirmations reference the current Terms at https://grofusa.com/pages/terms-and-conditions; continued purchase, payment, or acceptance of delivery confirms agreement to the version in effect at sale.

2. Payment Terms

Payment in full is required in advance unless otherwise approved in writing. Approved credit invoices are due per invoice terms; past-due balances may accrue 1.5% per month (or the legal maximum). Buyer is responsible for all collection costs, including attorney and administrative fees.
Payment is received when funds are available to Seller; Buyer may not withhold or offset for any reason, including disputes. Receipt from a third party does not relieve Buyer’s obligation, and nonpayment may result in suspension of orders or account termination.

3. Prices

Prices may change without notice unless stated in a written quotation or confirmed sales order. Buyer is invoiced at the price in effect at order acceptance. Quoted prices exclude taxes, duties, freight, and special handling unless stated. Buyer is responsible for applicable taxes unless a valid exemption is provided before processing. Special packaging/handling requested by Buyer will be billed.

4. Order Review

Buyer must review and confirm all order details: specifications, model numbers, finishes, quantities, pricing, payment terms, and delivery, before approval or payment. Seller processes based on Buyer-provided information and is not responsible for errors from inaccurate, incomplete, or unclear submissions.
By confirming, paying, or authorizing fulfillment, Buyer accepts all order details and these Terms. After approval, orders may not be modified or canceled without Seller’s written consent; any approved change may adjust cost and lead time.

5. Design Changes

Seller, as a distributor, is not responsible for manufacturer design/specification/packaging changes (including dimensions, finishes, components, or technical features). Updates may occur without notice. Seller will inform Buyer of significant changes when known; such changes are not grounds for cancellation, return, or refund.

6. GROF Design Plans for Homeowners

See: https://grofusa.com/pages/homeowner-design-services

7. Delivery Terms

Buyer must provide accurate delivery information. Seller coordinates delivery within a mutually agreed window; if delivery fails due to Buyer unavailability, inaccurate address, lack of access, or refusal, re-delivery/storage fees may apply.

Deliveries may use Seller’s fleet or third-party carriers. Unless otherwise agreed in writing by Seller, deliveries are curbside only. Seller uses Package.Ai to schedule and update deliveries; by ordering, Buyer agrees to receive delivery communications (SMS/call/email) from Package.Ai on Seller’s behalf. To opt out, Buyer must notify Seller in writing before scheduling.

Title and risk of loss transfer to Buyer upon delivery to Buyer/Buyer’s representative/designated location; for carrier shipments, risk transfers upon release to the carrier.

Buyer must inspect immediately and note visible damage/shortage on the receipt. Failure to notify Seller in writing within 24 hours waives related claims. Signed delivery documentation or carrier confirmation is proof of delivery.

Concealed damage/manufacturer defects must be pursued under the manufacturer’s warranty; Buyer must first contact their GROF Sales Representative for assistance initiating the claim.

8. Custom-Made Products

Buyer is responsible for complete and accurate measurements/specifications for custom/made-to-order/special-order items. Seller is not responsible for discrepancies or fit issues arising from Buyer measurements, drawings, or site conditions (e.g., wall alignment, floor level, ceiling height).
Buyer must ensure site access and any needed equipment/labor for unloading/transport at delivery. Upon delivery or pickup, title and risk transfer to Buyer.
All custom/made-to-order/special-order products are final sale and non-cancellable once released to production, except as required by law.
For kitchens/interior/exterior doors governed by a separate written agreement, that agreement controls in any conflict; the provision affording greater protection to Seller prevails.

9. Storage Fee

Buyer must take delivery or arrange pickup within 15 days of Seller’s notice of readiness. After that, storage may be charged at $0.044 per cubic foot per day (or as otherwise determined based on space/handling). If uncollected after 30 days, Seller may resell, return to manufacturer, or deem abandoned; Buyer forfeits payments and remains responsible for storage/handling/administrative costs.

10. Waiver and Modification

No waiver, amendment, or modification is valid unless in writing and signed by an authorized company officer or manager (not sales/design/delivery personnel or other employees without written authority). Failure to enforce a provision is not a waiver. No course of dealing, trade practice, or verbal agreement modifies these Terms absent written confirmation by an authorized officer/manager.

11. Delay

Lead times and delivery/production schedules are estimates and may change due to causes beyond Seller’s control (e.g., factory/supplier delays, shortages, ports, transport, customs, labor issues, weather, pandemics, force majeure).
Delays do not permit cancellation, refusal, compensation, penalties, or damages. Delivery dates extend for the delay period; Seller will provide updates and attempt to expedite.
Buyer acknowledges such delays are not breach or non-performance and are not valid grounds for chargebacks or reversals; attempting one based on delay is a breach of this Agreement. Seller will provide reasonable written status on request.

12. Cancellation and Return Policy

Seller is not responsible for labor, removal, reinstallation, or freight related to returned/replaced/defective products.

1. Order Cancellations
   No cancellation after Sales Order approval/processing without Seller’s written consent. Approved cancellations may incur up to 25%restocking/administrative fees plusincurred materials/handling/freight/manufacturer penalties. Special-order/custom items are non-cancellable once production or procurement begins. Manufacturer/supply-chain delays are not grounds for cancellation, refund, or chargeback.
2. General Returns (30 Days)
   Eligible products may be returned within 30 daysif new, unused, resalable, with all original packaging/labels/barcodes/docs/accessories intact; packaging must be clean and free of writing/tape/markings and in resale condition. Installed/modified/damaged/incomplete items are ineligible. All returns require written RMA before shipment/drop-off. Unauthorized/uninspected returns are rejected and held for Buyer pickup. Refunds/credits (excluding shipping/handling/restocking unless agreed) issue within 5 business daysafter Return Dept. approval.
3. Special-Order & Non-Returnable
   Final sale—not eligible for return/refund/cancellation once placed and approved: Tiles; Cast Iron Products; Bathtubs; Vanities; Mirrors; Medicine Cabinets; Shower Doors; Interior/Exterior Doors; Kitchen Cabinets; Saunas; Heated Towel Bars; Closets; Glass Doors; Lighting Fixtures.
   Any custom/made-to-order/project-specificproduct is a Special Order.
4. Defective Returns
   Pre-installation defects: return within 30 dayswith prior written authorization for refund or replacement. Post-installation defects: Buyer must file under the manufacturer’s warranty; Seller will assist communications but is not liable for replacement costs, labor, or related damages.
5. Refund Method/Timing
   Refunds process to the original payment method unless Seller approves otherwise in writing; administrative/processing fees may apply based on payment method/return location. All refunds/credits/replacements are contingent on final inspection/acceptance by Seller’s Returns Department.

13. Materials and Finishes

Specifications, weights, dimensions, colors, finishes, and descriptions may change without notice. Manufacturers may implement improvements, design modifications, or substitutions due to shortages/discontinuations/supply constraints; such changes are not grounds for cancellation/return/refund, and Seller is not liable for manufacturer-driven changes or supply-chain limitations beyond its control.
Variations in color/shade/grain/texture/surface finish between samples, displays, renderings, and delivered products are inherent and not defects. Minor cosmetic imperfections that do not affect performance, structural integrity, or intended function are not grounds for replacement, refund, or credit.

14. Warranty (including Disclaimer)

Seller extends to Buyer only the assignable warranties provided by the original manufacturer and makes no independent or additional warranties, express or implied (including merchantability, fitness for a particular purpose, durability, performance, or design suitability).
For custom/fabricated products supplied by Seller, Seller warrants only conformity to written specifications approved by Buyer at order; Seller’s sole obligation is, at its option, repair, replacement, or price adjustment/store credit for the non-conforming portion. This limited warranty excludes products installed, altered, damaged, misused, improperly maintained, exposed to improper conditions, or used contrary to manufacturer recommendations. Warranty coverage excludes labor, removal, reinstallation, and freight.

15. Limitation of Liability

Seller shall not, under any circumstances, be liable for any incidental, consequential, indirect, special, punitive, or exemplary damages, including but not limited to loss of profits, business interruption, project delays, scheduling or labor costs, loss of use, or other economic loss, whether arising in contract, tort, warranty, strict liability, or otherwise.

Any product guidance, recommendations, or installation suggestions provided by Seller or its representatives are offered solely as a courtesy. Seller does not provide architectural, engineering, or design services and does not warrant compliance with building codes, structural requirements, safety regulations, or design intent. Buyer and Buyer’s contracted professionals (including but not limited to architects, engineers, contractors, or installers) are solely responsible for verifying that all products, quantities, and specifications meet applicable laws, regulations, and project requirements prior to installation or use.

Lead times, availability, and delivery projections are approximate and subject to change without notice; they do not constitute guarantees or binding commitments.

In all cases, Seller’s total cumulative liability shall not exceed the purchase price actually paid by Buyer for the specific product giving rise to the claim.

16. Default

If Buyer fails to pay when due, breaches this Agreement, or if Seller reasonably believes Buyer’s financial condition is impaired, Seller may: (1) suspend/cancel orders or shipments; (2) require advance payment; (3) revoke credit terms; and (4) pursue all lawful remedies, including collection costs, attorney fees, and interest.
Upon default, deposits/advance/partial payments are non-refundable and forfeited as liquidated damages to offset Seller’s administrative, procurement, and handling costs (including supplier deposits, freight commitments, and processing). Seller is not liable for loss/damages from suspensions/cancellations/delays executed under this section.

17. Non-Assignment

Buyer may not assign, transfer, or delegate rights or obligations without Seller’s prior written consent; any attempted assignment without consent is void. Seller may assign/subcontract to affiliates, manufacturers, or logistics partners to fulfill the order.

18. Governing Law

This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to conflict-of-law principles. Exclusive venue is the state or federal courts in Fairfax County, Virginia; both parties consent to personal jurisdiction. Jury trial waived by both parties.

19. Certifications

Product certifications, technical documentation, test reports, installation guides, or compliance verifications provided by Seller or manufacturers are Seller’s property, provided solely for the specific project/purchase and may not be reused without Seller’s written consent. Seller does not warrant the accuracy/completeness of third-party documents and is not liable for reliance on outdated, altered, or misused materials.

20. Disclosure of Information

Any information, drawings, designs, concepts, photographs, testimonials, or suggestions submitted by Buyer are not confidential unless a separate written confidentiality agreement is executed by Seller. Seller may use and publish such information to fulfill orders, improve operations/products/services, or for marketing and promotional purposes (e.g., showcasing projects/installs/testimonials). Seller will not publish personally identifiable information (e.g., Buyer name, address, or likeness) without Buyer’s express written consent. Seller assumes no obligation regarding unsolicited submissions absent written agreement by an authorized officer.