Milano Doors and Mouldings Inc.
Terms and Conditions of Sale
These Terms and Conditions of Sale ("Terms") govern the sale of doors, mouldings, hardware, and related products (collectively, the "Products") by Milano Doors and Mouldings Inc. ("Milano", "we", "us", or the "Company") to the customer purchasing the Products ("Customer" or "you"). By placing an order, accepting delivery, or otherwise purchasing Products, you agree to be bound by these Terms. If you do not agree, do not place an order.
1. Definitions and Application
1.1 "Custom Products" means Products that are made-to-order, modified, machined, cut, sized, finished, stained, painted, or otherwise produced or supplied to Customer specifications, including machined door slabs and special-order items.
1.2 "Order" means a request by a customer to purchase products, whether by purchase order, quote acceptance, email, text, in-store confirmation, or other written instruction.
1.3 "Writing" includes email and other electronic communications that can be reproduced in written form.
1.4 These Terms apply to all quotes, orders, and sales of Products. Any terms proposed by Customer (including on a purchase order or other document) are rejected and have no force unless Milano expressly agrees in Writing.
1.5 If there is a conflict between these Terms and a specific written agreement signed by Milano, the signed agreement prevails to the extent of the conflict.
2. Quotes and Orders
2.1 Quotes are estimates only and may be withdrawn or revised at any time before Milano accepts an order. Unless stated otherwise, quotes are valid for 4 weeks.
2.2 All orders must be submitted in writing and must clearly specify product details, including quantities, dimensions, swing/handing, materials, finishes, machining requirements, hardware preparation, and delivery/pickup instructions.
2.3 Milano may accept or reject any order in its sole discretion. An order is not binding on Milano until Milano confirms acceptance in writing or begins production/procurement.
2.4 Customer is responsible for the accuracy and completeness of all specifications and instructions provided to Milano. Milano is not responsible for errors caused by incorrect measurements, site conditions, or information supplied by Customer or Customer’s contractors.
2.5 If shop drawings, cut sheets, samples, or approvals are required, Customer must review and approve them promptly in writing. Milano may treat the customer’s failure to respond within a reasonable time as approval for purposes of production scheduling.
3. Custom and Special-Order Products
3.1 Custom Products are final sale and are not returnable or refundable once production has started or once Milano has ordered materials specifically for the order.
3.2 Any changes to a Custom Product Order must be requested in writing. Changes are subject to Milano’s approval, may affect lead times, and may result in additional charges.
3.3 If Customer requests changes after production/procurement has started, Customer is responsible for all costs incurred to date, including materials, labor, and third-party charges.
4. Pricing, Taxes, and Payment
4.1 All prices are in Canadian dollars (CAD) unless stated otherwise.
4.2 Prices are subject to change without notice. Customer will be charged the price in effect at the time Milano accepts the Order unless Milano agrees otherwise in Writing.
4.3 Taxes, duties, levies, recycling/environmental fees, and other governmental charges (including GST) are extra and will be added to the invoice as applicable.
4.4 Freight, delivery, and handling charges are extra unless expressly included in a quote.
4.5 Milano may require a deposit (including 50% or more) for Custom Products or special-order items before production/procurement begins.
4.6 Payment terms are as stated on the invoice or on a written credit agreement. Unless otherwise agreed in Writing, Milano may require full payment before release of Products for pickup/delivery.
4.7 Overdue amounts accrue interest at 2.5% per month (30% per year), calculated from the due date until paid in full, plus all collection costs (including reasonable legal fees and disbursements) where permitted by law.
4.8 Customer may not withhold payment, set off amounts, or deduct any claim against Milano from amounts owing unless Milano agrees in Writing.
4.9 If the total amount payable for an Order exceeds the Customer’s available credit limit, the Customer must pay the remaining balance upfront or before delivery. Milano may, at its discretion, require payment of the over-limit amount before commencing production, ordering materials, or releasing Products for pickup/delivery.
5. Changes, Cancellations, and Restocking
5.1 Orders may not be cancelled without Milano’s prior written approval.
5.2 If Milano approves a cancellation of a non-custom Order before it ships or is picked up, Customer may be charged a cancellation/handling fee and any third-party charges incurred.
5.3 For approved returns of standard (non-custom) stock Products, a restocking fee of 20% applies, and freight charges as applicable.
5.4 No returns are accepted without prior written authorization (RMA) from Milano. Milano may refuse any return that does not meet the conditions in Section 8.
6. Delivery, Pickup, and Risk of Loss
6.1 Estimated lead times and delivery dates are estimates only and are not guaranteed. Delays may occur due to supplier delays, shortages, transportation issues, weather, labor disruptions, or other circumstances beyond Milano’s control.
6.2 Milano is not liable for any loss, costs, or damages arising from delays in production or delivery.
6.3 Unless otherwise agreed in Writing, risk of loss or damage passes to Customer when Products are delivered to the delivery address, made available for pickup, or handed to a carrier (whichever occurs first).
6.4 Customer is responsible for providing safe and reasonable access for delivery and for ensuring that Products can be unloaded and stored appropriately. Additional charges may apply for waiting time, failed deliveries, re-delivery, or special handling.
6.5 Title to the Products remains with Milano until Milano receives payment in full for the Products and any other amounts owing by Customer to Milano.
7. Inspection, Shortages, and Claims
7.1 Customer must inspect Products promptly upon delivery or pickup.
7.2 Shipping damage, shortages, or incorrect items must be reported to Milano in writing within 48 hours of delivery/pickup. Customer must also note visible shipping damage on the delivery receipt (if applicable) and cooperate with Milano in any carrier claim process.
7.3 All other claims for non-conformity, defects, or quality issues must be submitted to Milano in Writing within 90 days of delivery/pickup, with reasonable supporting information (including photos and proof of purchase).
7.4 Do not install or use Products that are allegedly defective or non-conforming. Installation or use constitutes acceptance of the Products and waives claims for visible defects or non-conformity.
7.5 Milano is not responsible for damage occurring after delivery/pickup, including damage caused by handling, storage, installation, site conditions, other trades, or misuse.
8. Returns and Exchanges
8.1 Subject to these Terms and Milano’s written authorization, standard (non-custom) stock Products may be returned within 60 days of delivery/pickup.
8.2 Custom Products (including machined doors/door slabs and special-order items) are non-returnable and non-refundable.
8.3 Returned Products must be unused, uninstalled, clean, and in original resalable condition with original packaging. Milano may refuse any return that, in Milano’s opinion, is not in resalable condition.
8.4 Credits (if any) are issued at Milano’s discretion after inspection of returned Products and will be reduced by applicable restocking, handling, pickup, freight, and any other charges. 8.5 Clearance, discontinued, and "as-is" items are final sale.
9. Product Variations, Storage, and Installation
9.1 Wood and finish Products have natural variations in color, grain, texture, and appearance. Samples and photos are representative only; variations are not defects and are not grounds for rejection or return.
9.2 Customer is responsible for proper storage, handling, acclimation, and protection of Products. Products must be stored in a dry, climate-controlled environment and protected from moisture, direct sunlight, and temperature extremes.
9.3 Unless Milano provides installation services under a separate written agreement, Milano is not responsible for installation. Customer is responsible for ensuring products are installed by qualified tradespersons in accordance with manufacturer instructions and applicable codes.
9.4 Milano is not responsible for issues arising from improper site conditions (including humidity and temperature), improper installation, or modifications made after delivery/pickup.
10. Warranty
10.1 Milano warrants that Products supplied by Milano will be free from manufacturing defects in materials and workmanship for one (1) year from the date of purchase unless a different period is stated in Writing or a manufacturer's warranty applies.
10.2 This warranty does not cover damage or defects resulting from improper storage, handling, acclimation, installation, misuse, accidents, normal wear and tear, exposure to moisture/temperature extremes, or work performed by third parties.
10.3 To make a warranty claim, Customer must submit the claim in writing with proof of purchase, photos, and any other information requested by Milano. Milano may require inspection of the Products.
10.4 Milano’s sole obligation, and Customer’s exclusive remedy, for a valid warranty claim is, at Milano’s option, repair, replacement, or refund of the purchase price of the defective Product (excluding labor, finishing, installation, removal, reinstallation, freight, and other costs).
10.5 EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS OR A MANUFACTURER'S WARRANTY, MILANO DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
11. Limitation of Liability
11.1 To the maximum extent permitted by law, Milano is not liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, use, business, or goodwill, arising out of or related to the Products or these Terms, even if advised of the possibility of such damages.
11.2 To the maximum extent permitted by law, Milano’s total aggregate liability for all claims arising out of or related to any Order, the Products, or these Terms is limited to the amount actually paid by Customer for the specific Products giving rise to the claim.
11.3 Nothing in these Terms limits liability for death or personal injury caused by Milano’s negligence, fraud, willful misconduct, or any liability that cannot be limited or excluded under applicable law.
11.4 Where Customer is a consumer for purposes of the Consumer Protection Act (Alberta), nothing in these Terms limits any right or remedy that cannot be excluded or limited under applicable consumer protection law.
12. Indemnity
12.1 Customer will indemnify and hold Milano harmless from any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from Customer’s or Customer’s contractors’ storage, handling, installation, use, or resale of the Products, except to the extent caused by Milano’s negligence or willful misconduct.
13. Security Interest and Lien Rights
13.1 Until Milano is paid in full for all amounts owing, Customer grants Milano a security interest in the Products and all proceeds and accounts arising from the Products to secure Customer’s obligations. Customer authorizes Milano to register and maintain financing statements under the Personal Property Security Act (Alberta) and to take any other steps necessary to perfect and enforce its security interest.
13.2 Where the Products are supplied for improvement to land or a project, Milano reserves all rights and remedies available under the Prompt Payment and Construction Lien Act (Alberta) (and any successor legislation), including the right to register a lien or pursue other statutory remedies for unpaid amounts where applicable.
14. Force Majeure
14.1 Milano is not liable for any failure or delay in performance caused by events beyond Milano’s reasonable control, including supplier failures, shortages, transportation disruptions, labor disputes, fire, flood, severe weather, acts of government, pandemics, or other force majeure events.
15. Privacy and Communications
15.1 Customer consents to Milano collecting, using, and disclosing personal information for the purposes of providing Products, administering accounts, and communicating with Customer, in accordance with applicable privacy laws.
16. Governing Law and Dispute Resolution
16.1 These Terms and any dispute arising out of or related to the Products or these Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of laws principles.
16.2 The parties submit to the exclusive authority of the courts located in Edmonton, Alberta, for any claim or dispute arising out of or related to these Terms or the Products, except where applicable law requires otherwise.
17. General
17.1 Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect.
17.2 Waiver: A waiver of any breach is not a waiver of any other breach. No waiver is effective unless in Writing and signed by Milano.
17.3 Assignment: Customer may not assign these Terms or any rights or obligations without Milano’s prior written consent. Milano may assign its rights and obligations to an affiliate or successor without notice.
17.4 Entire Agreement: These Terms, together with any Order confirmation and any signed written agreement, constitute the entire agreement between the parties regarding the sale of Products and supersede all prior discussions and understandings.
17.5 Electronic Signatures: Orders and approvals may be executed and delivered electronically and will be treated as originals.
17.6 Amendments: Milano may update these Terms from time to time. The version in effect at the time Milano accepts an Order applies to that Order unless Milano agrees otherwise in Writing.
18. Contact Information
Milano Doors and Mouldings Inc.
Edmonton, Alberta, Canada
Email: info@milanodoors.ca
Phone: 780-756-0102
West End: 18506 104 Ave NW, Edmonton, AB T5S 0K3 | (780) 757-3667
South Side: 6034 75 Ave NW, Edmonton, AB T6E 2W6 | (780) 756-0102