Legal — Customers
Hatley Construction & Repair LLC d/b/a Hatley Construction & Millwork
113 State Ave, #101, Clayton, NC 27520 | 919-879-0639
When entering into a contractual agreement with Hatley Construction & Repair LLC, you are affirming your commitment to the outlined work as detailed in the agreement. These Terms & Conditions (“Terms”) apply to and are incorporated into all Contractor proposals, contracts, invoices, change orders, and authorizations issued by Hatley Construction & Repair LLC (the “Contractor”) to the customer (“Customer”).
Definitions: (i) “PMS” means Contractor’s project management and document-tracking system; (ii) “NIC” means Not in Contract — items or services explicitly excluded from the scope of work.
1.1 Incorporation; Order of Precedence. These Terms are incorporated into every Contractor proposal, contract, invoice, change order, and authorization. If there is a conflict, the following order controls: (1) Executed Proposal/Contract, (2) Approved Change Orders, (3) These Terms, (4) All other project communications.
1.2 Acceptance; Electronic Signatures; PMS Records. Customer accepts and is bound by these Terms by: (a) signing (including e-signature), (b) approving in the PMS, (c) paying any invoice or retainer, (d) authorizing work to proceed in writing, or (e) accepting any deliverable. Electronic signatures and electronic records are enforceable to the maximum extent allowed by law. PMS logs, approvals, messages, and document history may be used as business records to evidence authorization, scope, pricing, and timing.
1.3 Entire Agreement. The signed Proposal/Contract plus these Terms and approved Change Orders constitute the entire agreement and supersede prior discussions or representations.
1.4 Commercial/GC Projects — Dual Execution. For commercial projects where a GC/CM issues a subcontract, Contractor’s Proposal must still be executed (signed/approved) to define scope, inclusions, NIC items, pricing, and these Terms. GC subcontract documents supplement but do not replace this requirement.
1.5 Force Majeure. If events beyond a party’s reasonable control (material shortages, labor issues, acts of God, government action, pandemics, etc.) make performance commercially unreasonable, the affected party is excused during the event. If the event continues more than sixty (60) days, either party may terminate by written notice. Customer shall be responsible for payment of all work completed prior to the force majeure event.
1.6 Schedule; No Guaranteed Completion Date. There is no definitive timeframe for the completion of services, and multiple visits may be necessary. Any timeline provided is a planning estimate, not a binding commitment. Schedule estimates do not create liability for delay.
1.7 Property Access. Customer grants Contractor access to the property as needed to perform the agreed-upon services. Contractor shall provide such notice as is reasonable under the circumstances, which may include same-day notice where project conditions require. Customer acknowledges that project schedules may require access outside of typical business hours.
1.8 Promotional Use. By utilizing Contractor’s services, Customer grants permission to use any photos, descriptions, reviews, quotes, texts, or videos of the property for promotional purposes and consents to being identified as a client. This consent survives project completion and may be revoked in writing.
1.9 Privacy & Data Protection. Contractor does not sell Customer data. Contractor uses third-party software platforms to manage projects and communications. Customer acknowledges no system can guarantee absolute data security and shall not hold Contractor liable for breaches, unauthorized access, or data loss caused by third-party providers, criminal intrusion, or events beyond Contractor’s reasonable control.
1.10 Subcontractors. References to “by others” in any project document indicate work that may be performed by a subcontractor of Contractor. Any warranties for work performed by subcontractors shall be governed by their respective agreements.
1.11 General Contractor Designation. If applicable, Customer may be required to sign the North Carolina affidavit (Form G.S. 87-1(b)(2)) acknowledging responsibility for permitting and acting as their own general contractor, where Customer elects to self-manage trades or coordinate work outside Contractor’s scope.
1.12 Home Solicitation Cancellation Right. If this Agreement is signed by Customer at Customer’s residence, or at any location other than Contractor’s permanent place of business at 113 State Ave, #101, Clayton, NC 27520, Customer has the right to cancel the Agreement within three (3) business days after signing. To cancel, Customer must deliver a signed copy of the attached Notice of Cancellation to Contractor at the address above. Cancellation is effective upon receipt by Contractor. See attached Notice of Cancellation form.
2.1 Estimate Nature. The provided estimate is an initial approximation, not a final guarantee. The ultimate cost may fluctuate, either upward or downward, following the finalization or negotiation of project details. Site conditions, design changes, and Customer selections may affect final pricing.
2.2 Proposal Validity. Unless otherwise stated, pricing is valid for thirty (30) days from proposal date.
2.3 Taxes. Customer is responsible for the payment of all applicable federal, state, and local taxes, fees, and assessments unless explicitly included in the Proposal.
3.1 Defined Scope; NIC Doctrine. Contractor shall provide only the services explicitly defined in the signed Proposal/Contract, approved drawings, and approved selections, as updated by Change Orders. All items not explicitly listed are NIC. If an item is not written in the contract, it is not included — regardless of assumptions, past practice, verbal discussions, or industry custom.
3.2 Change Order Categories. Change orders fall into two categories: (a) Fabrication Change Orders, which affect shop drawings, production, or materials after Fabrication Release; and (b) Site Change Orders, which affect installation scope or conditions during on-site work.
3.3 Fabrication Change Orders. All Fabrication Change Orders shall require written approval prior to work proceeding. Written approval may be via signed Change Order, email, text, or PMS message confirming scope and pricing. Changes after Fabrication Release may incur material waste, rework, and schedule impact charges.
3.4 Site Change Orders — Residential. For residential projects where Customer is acting as their own general contractor, verbal authorization from Customer (or Customer’s on-site representative) shall be acceptable for Site Change Orders when immediate field decisions are required. Verbal authorization shall be confirmed in writing (email, text, or PMS message) within twenty-four (24) hours. Customer shall be responsible for costs of verbally authorized work even if written confirmation is not provided.
3.5 Site Change Orders — Commercial. For commercial projects, verbal authorization from Customer, GC, or their on-site representative shall be acceptable for Site Change Orders when immediate field decisions are required. Verbal authorization shall be confirmed in writing within twenty-four (24) hours per Section 3.4. GC-authorized changes that affect Contractor’s scope shall be documented and invoiced per Article 5.
3.6 Customer-Requested Additions. Any addition to scope requested by Customer — whether at the jobsite, via text, email, PMS, or verbally to Contractor’s personnel, and whether framed as an addition, a “while you’re here,” a favor, or a minor tweak — constitutes a Change Order. Contractor shall document the scope and pricing, and Customer shall be responsible for associated costs per Article 5. If Customer directs Contractor’s personnel to perform work outside scope without Contractor’s authorization, Customer shall be responsible for the cost of that work at Contractor’s standard rates.
4.1 Shop Drawings & Engineering. Shop drawing and engineering services may or may not be included in the Proposal at Contractor’s discretion. For standard residential cabinetry projects where a 50% retainer is collected, shop drawings are typically included. For commercial or specialty projects, shop drawing services may be billed separately.
4.2 Pre-Contract Design Work. If Customer requests design, engineering, or shop drawing development prior to executing a contract, Customer agrees to pay for such services regardless of whether a final contract is executed. Pre-contract design work shall be invoiced at Contractor’s standard rates.
4.3 Production Authorization (Fabrication Release). Once Customer approves shop drawings and provides written Fabrication Release (PMS approval or signed release), fabrication begins. After Fabrication Release, changes are subject to Fabrication Change Order procedures under Section 3.3 and may incur material waste, rework, and schedule impact charges.
4.4 Responsibility for Deviations. If fabricated components materially deviate from the most recently approved shop drawings due to Contractor error, Contractor shall correct at its expense. If deviations result from Customer-provided dimensions, selections, or approvals, correction shall be at Customer’s expense per Change Order.
4.5 Mobilization/Installation Start. Unless otherwise agreed, Contractor shall not mobilize or commence installation until required payments under Article 5 are received. Contractor shall not show up to a jobsite to install until financial terms are current.
Payment for all services rendered by Contractor shall be governed by this Article. Unless otherwise stated in writing, all invoices shall be due upon receipt. Extended payment terms, including but not limited to net-30 or milestone-based billing, may be offered at Contractor’s discretion for established clients or commercial projects and shall be documented in writing.
Contractor’s standard billing date is the 25th of each month. Progress payments, change orders, and monthly billings may be invoiced on this date. Invoices may also be issued at any time at Contractor’s discretion.
5.1 Initial Payment (Retainer). An initial payment of fifty percent (50%) of the contract value (the “Initial Payment” or “Retainer”) is required for all projects, residential and commercial, prior to commencement of fabrication, material ordering, or engineering work. Contractor shall not begin work until the Initial Payment is received. The Initial Payment secures Contractor’s production capacity and material commitments on Customer’s behalf.
5.2 Progress Payments. A 30% progress payment, calculated from the original contract value, shall be due upon the occurrence of the applicable milestone(s) as follows:
5.3 Final Balance. A 20% final balance, calculated from the original contract value, shall be due upon Substantial Completion and prior to scheduling of final walkthrough or punch list closeout. “Substantial Completion” means the work is sufficiently complete for its intended use, even if minor punch list items remain.
5.4 Commercial Payment Terms. For commercial projects or established clients, progressive billing structures or alternative payment terms may apply as specified in writing. Contractor may invoice monthly based on percentage of completion.
5.5 Change Order Billing. Change orders shall be invoiced at Contractor’s sole discretion at any of the following times: (a) immediately upon execution of the change order, with payment due upon receipt; (b) with the next progress invoice; or (c) with the final balance. For Fabrication Change Orders that require immediate material ordering, Contractor may require upfront payment prior to ordering.
5.6 Non-Refundable Initial Payment. Customer’s right to cancel this Agreement and receive a refund of the Initial Payment, if any, is limited to the cancellation period set forth in Section 1.12 (Home Solicitation Cancellation Right), if applicable. Outside of that cancellation window, the Initial Payment is non-refundable upon Contractor’s commencement of work, which includes but is not limited to: scheduling production capacity, ordering materials, beginning engineering or shop drawings, coordinating subcontractors, or any other action taken in reliance on the Agreement. Once Contractor has commenced work, Customer’s obligation to pay the Initial Payment is absolute and unconditional, and Customer shall not be entitled to a refund, offset, or credit except at Contractor’s sole discretion.
5.7 Refund Processing. If a refund is granted at Contractor’s sole discretion, processing shall require no less than fourteen (14) business days from the date refund is approved in writing. Contractor may deduct from any refund the reasonable value of work performed, materials ordered, and administrative costs incurred.
5.8 Late Payment; Stop Work; Withdrawal. Overdue invoices shall accumulate interest from the due date until paid in full, at the maximum rate permitted under North Carolina law. Contractor reserves the right to stop work, withhold deliverables, and withdraw from the project if payments are not current. Remobilization after a payment-related work stoppage shall be subject to schedule availability and remobilization charges.
5.9 Non-Contingent Payment. Payment shall be due regardless of owner funding, third-party approvals, lender draws, inspection delays, or other conditions outside Contractor’s control. Delays in client financing, HOA approvals, or permitting do not extend payment terms or excuse non-payment.
Contractor’s scope assumes site conditions meeting the tolerances and requirements set forth in this Article, consistent with ANSI/AWI 0620-2024 (Finish Carpentry/Installation) and related AWI Standards.
6.1 Jobsite Readiness. Customer shall ensure the jobsite is safe, accessible, clean, and ready for Contractor’s work. The following shall be completed prior to Contractor’s arrival: (a) all rough-in work (electrical, plumbing, HVAC) complete and inspected; (b) drywall hung, finished, and primed; (c) flooring installed (or protected if installed after cabinets); (d) adequate lighting and power available; (e) work area cleared of debris, personal property, and other obstructions.
6.2 Environmental Conditions; Warranty Void. Jobsite must be conditioned or all warranties on millwork shall be void. Wood, finish materials, and adhesives are sensitive to humidity and temperature fluctuations. Customer shall maintain controlled relative humidity between 35–55% and temperature between 60–80°F at all times during and after installation. Failure to maintain these conditions shall void all warranties under Article 10.
6.3 Site Tolerances — Prerequisite Conditions. Contractor’s scope assumes the following site tolerances consistent with AWI standards. In the absence of specification in contract documents, floor, wall, ceiling, and opening conditions shall meet the following:
Deviations exceeding these tolerances that require scribing, shimming, filler strips, wall correction, rework, or coordination with other trades shall be addressed via Change Order per Article 3. If Customer directs Contractor to proceed despite out-of-tolerance conditions, Customer accepts responsibility for aesthetic and functional consequences.
6.4 Installation Tolerances — Contractor Standards. Contractor shall install product plumb and level within 1/8″ (3.2 mm) in 8 feet (2438 mm), consistent with ANSI/AWI 0620-2024 Custom Grade standards. Tolerances apply to Contractor’s work only and do not correct pre-existing site conditions outside these tolerances.
6.5 Site Access. Price is in assumption that there is direct access to the jobsite. Elevator shall be available or lift provided and operated by Customer or GC to move material to upper floors. Contractor is not responsible for providing material handling equipment beyond standard hand tools.
6.6 Field Verification. Custom cabinetry and millwork are manufactured to approved field measurements. Contractor shall conduct field verification measurements when site conditions allow. Any discrepancies between initial measurements and field conditions at time of installation shall be addressed per Change Order.
6.7 Unprepared Site; Directed Installation. If Contractor arrives on site and conditions do not meet the requirements of this Article, Contractor may, at its sole discretion: (a) proceed with work and document conditions, with Customer accepting responsibility for consequences; (b) stop work and reschedule, with Customer responsible for trip charges and remobilization costs; or (c) issue a Change Order for additional work required to address site conditions.
6.8 Pre-Installation Documentation. Contractor may photograph and document site conditions prior to commencing work. Such documentation may be used to evidence site conditions, trade damage, or conditions requiring Change Orders.
6.9 Protection of Work. Customer shall protect installed work from damage by other trades, occupants, or environmental conditions after installation. Damage to installed work caused by others shall not be covered under warranty.
6.10 Exclusions from Installer Responsibility. Consistent with ANSI/AWI 0620-2024, the following are NIC and are not the responsibility of Contractor unless explicitly included in the Proposal/Contract: receiving, handling, and storage of material prior to installation; layout and blocking; cutting and patching of other work; caulking to other surfaces (Contractor caulks millwork to itself only); and shimming or correction of out-of-tolerance conditions caused by other trades.
Materials, hardware, and construction methods shall be per Proposal specifications. Customer selections and approvals are required prior to material ordering. No material orders shall be placed until selections are confirmed in writing.
7.1 Standard Cabinet Construction — Residential. Unless otherwise specified in the Proposal, residential cabinet construction shall include:
7.2 Standard Cabinet Construction — Commercial. Unless otherwise specified in the Proposal, commercial cabinet construction shall include:
7.3 Substitutions. Substitutions may occur if a specified item is unavailable. Contractor shall seek Customer approval for material substitutions that materially affect appearance or performance. Product availability is subject to manufacturer stock at time of ordering.
7.4 Selections Required. Contractor shall not order customer-facing finishes until Customer confirms selections in writing. Customer-facing finishes requiring written approval include but are not limited to: door style, wood species, stain color, paint color, hardware, countertop material, and any other visible component.
7.5 Plastic Laminate. Unless otherwise specified, plastic laminate pricing is based on standard brands (Nevamar, Wilsonart, Formica, or equivalent). Standard pricing includes up to three (3) laminate colors per project. Additional colors or premium laminate selections shall be subject to upcharge.
7.6 Paint Finishes. Contractor maintains a standard color palette for painted finishes. Standard pricing includes one (1) paint color per project, selected from Contractor’s standard palette or the Sherwin-Williams system. Additional paint colors, custom color matching, or specialty finishes shall be subject to upcharge.
7.7 Allowances. If Customer selections exceed stated allowances, Customer shall be responsible for additional costs. Allowance overruns shall be handled via Change Order per Article 3.
7.8 Lead Times. Customer acknowledges that material lead times vary and may affect project scheduling. Delays in Customer selections shall not be cause for claims against Contractor for project delays.
7.9 Material Escalation. Pricing in the Proposal is based on material costs at time of proposal. If Customer delays contract execution, retainer payment, selections, or approvals beyond thirty (30) days from proposal date, Contractor reserves the right to adjust pricing to reflect current material costs.
All items not explicitly included in the Proposal/Contract or a Change Order are NIC. No assumptions shall be made.
8.1 Exclusions. Unless explicitly included in the Proposal/Contract or a Change Order, the following are NIC:
9.1 Concealed Conditions. If concealed structural, plumbing, electrical, or other conditions are discovered during the course of work, Contractor shall notify Customer and issue a Change Order per Article 3 prior to proceeding with corrective or additional work.
9.2 Emergency Action. If immediate action is required to prevent damage, unsafe conditions, or work stoppage arising from conditions not caused by Contractor, Contractor may proceed without prior approval and shall notify Customer as soon as practicable. Customer shall be responsible for costs of emergency work.
9.3 Emergency Work Stoppage. Contractor is not obligated to correct all emergency conditions and continue work. If an emergency condition requires correction by a licensed professional or exceeds Contractor’s scope, Contractor may stop work and notify Customer. Customer shall be responsible for resolving the condition before work resumes.
9.4 Contingency Recommendation. Contractor recommends Customer allocate a contingency reserve of 15–20% of total project cost (not included in contract value) for older homes, remodels, or projects with unknown concealed conditions.
10.1 Coverage. Contractor provides a one (1) year limited warranty against defects in workmanship and fabricated components (cabinet boxes, doors, drawer fronts, and countertops), effective upon substantial completion of the project.
10.2 Acclimation Period. Customer shall occupy and utilize the space under normal residential conditions for a minimum of thirty (30) days from project completion prior to submitting warranty claims. This period allows materials to acclimate to the home environment.
10.3 Claims Process. Claims must be submitted in writing to warranty@hatleyconstruct.com with photos and description of the issue. Contractor shall inspect and address valid warranty items during normal business hours.
10.4 Exclusions. Warranty excludes:
10.5 Non-Warranty Service. Refabrication or service for items not covered under warranty shall be billable at Contractor’s standard shop rates.
11.1 Limitation of Liability. Contractor’s total liability shall be capped at the amount paid to Contractor under the contract. Contractor shall not be liable for consequential, indirect, special, punitive, or incidental damages, including but not limited to loss of use, loss of profit, cost of substitute facilities, or delay damages.
11.2 Indemnity. Contractor shall indemnify only for claims resulting from its own sole negligence. Contractor shall not be responsible for concealed conditions, third-party actions, trade interference, or Customer-directed deviations from standard practice.
12.1 Right to Withdraw. Contractor may suspend work or withdraw from the project for cause, including non-payment, unsafe site conditions, lack of access, Customer interference, material breach, or other circumstances making continued performance commercially unreasonable.
12.2 Withdrawal Consequences. Upon withdrawal, Contractor shall not be obligated to return to the project. Contractor shall retain all retainers and payments received. Contractor may invoice for any unbilled work performed, materials ordered, and administrative costs.
12.3 Non-Payment. Contractor may immediately stop work if payments are not provided when due. Restart is subject to schedule availability and remobilization cost.
12.4 Termination for Convenience. Either party may terminate with thirty (30) days written notice. Upon termination, Customer shall pay for: (a) work performed, (b) materials ordered or allocated (including restocking fees), (c) engineering and shop drawings completed, and (d) reasonable administrative and demobilization costs.
13.1 Lien Rights. Contractor shall retain full lien rights under North Carolina law. Contractor shall not execute lien waivers until payment has been received and cleared. Conditional lien waivers may be provided with progress invoices.
13.2 Governing Law; Venue. This Agreement is governed by North Carolina law. All disputes shall be resolved through litigation in the Superior Court of Wake or Johnston County, North Carolina, at Contractor’s election.
13.3 Jury Trial Waiver. To the extent permitted by law, both parties waive the right to a jury trial in any dispute arising from this Agreement.
13.4 Attorney’s Fees. In any dispute arising from this Agreement, the non-prevailing party shall be responsible for all court costs, filing fees, attorney’s fees, and legal expenses incurred by the prevailing party.
13.5 Collection Costs. Payments not received per agreed schedule may incur additional charges, collection costs, legal fees, and interest to the maximum extent permitted under North Carolina law.
By signing or approving the Proposal/Contract (including via the PMS), paying any amount, or authorizing work to proceed in writing, Customer acknowledges receipt and acceptance of these Terms.
Warranty: warranty@hatleyconstruct.com | Office: 919-879-0639