Terms and Conditions of Sale

All capitalized terms used, but not defined herein, shall have the same meaning ascribed to them in the Terms of Use and Privacy Policy each of which are incorporated herein by reference. As used herein, the term "Products" shall mean goods purchased from Sherwin-Williams using this Site.

TERMS OF USE

Except as otherwise provided herein, Purchaser's placement of an order for Products confirms its agreement with each of the terms of Sherwin-Williams' Terms and Conditions of Use, the Privacy Policy, these Terms and Conditions of Sale and the terms of Sherwin-Williams' order acknowledgement and invoice for Products. These Terms and Conditions of Sale apply unless Purchaser has signed a separate purchase agreement with Sherwin-Williams governing Purchaser's purchase of Products in which case the terms of any such signed agreement shall govern. Purchaser represents that it is acquiring the Products for end use and not for resale. Purchaser agrees that no order shall be deemed to have been accepted unless and until it is verified and accepted by Sherwin-Williams which may be by means of shipment of Products. The use of this Site requires the use of a password and user identification number when ordering Products. See My Account for further information. Purchaser represents and warrants to Sherwin-Williams it will restrict the ordering of Products on its behalf to those people within its organization who have express authorization to purchase Products on Purchaser's open account.

PRICES

All Prices indicated herein are Suggested Refinisher prices and are subject to change without notice.

QUOTATIONS

Quotes on large quantities of Products are available on request. Contact a Sherwin-Williams Automotive Branch for further information.

SALES TAX

Sherwin-Williams is required to charge applicable state and local tax on items for which sales tax exemption certification has not been previously provided.

PAYMENT TERMS - DOMESTIC ORDERS (Products shipped to location(s) in the contiguous United States)

For Purchasers with established credit, terms are as negotiated with Purchaser's servicing Sherwin-Williams Automotive Branch. See Credit Application to apply for credit. If credit is not established, please include payment with order or purchase through Visa or MasterCard. All payments must be in the currency billed by the Sherwin-Williams' Automotive Branch fulfilling Purchaser's order.

PAYMENT TERMS - INTERNATIONAL ORDERS (Products shipped to location(s) outside the contiguous United States)

Unless otherwise agreed, all export sales are made on the condition that Purchaser (a) make payment by cash in advance at the time of order, (b) open an irrevocable letter of credit in favor of Sherwin-Williams prior to shipment payable by sight draft drawn against such letter of credit, or (c) establish satisfactory credit with Sherwin-Williams prior to shipment. At Sherwin-Williams' option, export orders may be subject to special export payment terms and quotations. Cash or other discounts are not allowed. All payments must be in U.S. dollars. If an open account Purchaser fails to make full and timely payment, Sherwin-Williams may defer shipment of other orders, or may cancel all or any part of any unshipped order until such payment is made.

CREDIT BALANCE

Purchaser agrees that any credit balances issued to it by Sherwin-Williams for Products purchased using this Site will be applied within one (1) year of its issuance. IF NOT APPLIED OR REQUESTED WITHIN ONE (1) YEAR, ANY BALANCE REMAINING WILL BE SUBJECT TO CANCELLATION, AND SHERWIN-WILLIAMS SHALL HAVE NO FURTHER LIABILITY IN RELATION THERETO.

FREIGHT POLICY

Except for Wearable and Collectible Products, freight on all Products ordered through this Site is prepaid on orders for a single shipment of US$500.00 or more of Products (before tax and freight) unless otherwise stated, to Purchaser's place of business anywhere in the contiguous United States, using routing of Sherwin-Williams' choice. Other terms apply to Alaska, Hawaii, Puerto Rico and export orders. Contact a Sherwin-Williams Automotive Branch for further information. Any extra charge incurred for additional services, such as Purchaser's carrier or special handling at the destination, must be paid by Purchaser. If any Product is backordered on an order qualifying for freight prepayment, that item will be shipped prepaid as Purchaser's exclusive remedy. Title to and risk of loss pass to Purchaser on delivery to the common carrier. If Product is damaged in transit, Purchaser must file claim with the carrier.

OSHA HAZARDOUS SUBSTANCE & CALIFORNIA PROPOSITION 65 PRODUCT INFORMATION

Material Safety Data Sheets (MSDS) for OSHA defined hazardous substances for Products manufactured by Sherwin-Williams are available through this Site using our MSDS Catalog.

Product application information is available from our PDS Catalog.

RETURN POLICY

Any Product which is determined by Sherwin-Williams to be defective in material or workmanship within ninety (90) days from date of receipt may be returned only in the event a return Product authorization ("RPA") has been obtained from Sherwin-Williams. To obtain a RPA, contact the Sherwin-Williams' Automotive Branch that fulfilled/shipped your order. Any defective Product will be replaced with comparable or replacement product or a refund given in the amount of the purchase price, at Sherwin-Williams' option. Purchaser agrees that by purchasing Products using this Site, the foregoing shall be the exclusive remedy available for any defective Product.

WARRANTY DISCLAIMER

EXCEPT FOR PRODUCTS MANUFACTURED BY THIRD PARTIES OTHER THAN SHERWIN-WILLIAMS, NO WARRANTY OR AFFIRMATION OF FACT, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH IN THIS SITE IN REFERENCE TO A SPECIFIC PRODUCT IS MADE OR AUTHORIZED BY SHERWIN-WILLIAMS REGARDING THE PRODUCTS. SHERWIN-WILLIAMS HEREBY EXPRESSLY DISCLAIMS ANY LIABILITY FOR PRODUCT DEFECT CLAIMS THAT ARE DUE TO PRODUCT MISUSE, IMPROPER PRODUCT SELECTION OR MISAPPLICATION. SHERWIN-WILLIAMS HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE REGARDING ANY PRODUCT.

LIMITATION OF LIABILITY

SHERWIN-WILLIAMS SHALL HAVE NO LIABILITY FOR CONSEQUENTIAL, INCIDENTAL AND/OR SPECIAL DAMAGES REGARDING THE SALE OR USE OF A PRODUCT EVEN IF THE POTENTIAL FOR SUCH DAMAGES HAS BEEN DISCLOSED TO SHERWIN-WILLIAMS. SHERWIN-WILLIAMS' LIABILITY FOR PRODUCT DEFECT CLAIMS SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE PRODUCT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO PURCHASER. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO PURCHASER. THIS WARRANTY GIVES PURCHASER SPECIFIC LEGAL RIGHTS, AND PURCHASER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

PRODUCT SUITABILITY

Many states and localities have codes and regulations governing sales, construction, installation, and/or use of products for certain purposes which may vary from those in neighboring areas. As such, not all Products may be sold by us in all jurisdictions. While Sherwin-Williams attempts to assure that Products it manufactures comply with such codes, it cannot guarantee compliance, and cannot be responsible for how a Product is used. Before Purchaser purchases and uses a Product, Purchaser should review the PDS Catalog information and national and local codes and regulations and be sure that Purchaser's use of the Product will comply with the same.

PRODUCT AVAILABILITY

Due to government regulations and product availability, not all Products manufactured by Sherwin-Williams are available in every area.

PRODUCT INFORMATION

Sherwin-Williams' ability to keep Product information accurate and up-to-date is limited by the ability and willingness of manufacturers and other industry sources to provide product information. SHERWIN-WILLIAMS MAKES NO WARRANTIES, EXPRESS OR IMPLIED AS TO THE ACCURACY OF ANY DATA REGARDING PRODUCTS MANUFACTURED BY THIRD PARTIES.

CANCELLATION

Any cancellation of a Product order, once confirmed, must be pre-approved by Sherwin-Williams and may be subject to restocking and other charges. To cancel a confirmed order, please contact the Sherwin-Williams' Automotive Branch identified on your order confirmation.

SECURITY INTEREST

On any sales on open account, Purchaser hereby grants to Sherwin-Williams a priority lien, purchase money security interest and/or chattel mortgage in the Products and in any accounts receivable or cash from resale thereof until full payment is made to Sherwin-Williams for Products purchased. On request of Sherwin-Williams, Purchaser agrees to file any financing statements or other appropriate document with all applicable governmental authorities to assure the validity, priority, and enforceability of Sherwin-Williams' lien. Purchaser agrees to inform Sherwin-Williams immediately if it intends to use any import financing.

ASSIGNMENT

Purchaser shall not assign any order for a Product, or any interest therein, without the prior written consent of Sherwin-Williams. Any actual or attempted assignment without Sherwin-Williams' prior written consent shall be void and shall entitle Sherwin-Williams to cancel such order without liability.

TRADEMARKS AND COPYRIGHTS

Purchaser acknowledges that it has no right, title or interest in the trademarks, copyrights or other intellectual property rights of Sherwin-Williams as regards the Products, and Purchaser covenants that it will take no action to register or otherwise interfere with any such rights.

FORCE MAJEURE

Sherwin-Williams shall not be liable for any delay in or impairment of performance resulting in whole or in part from any Acts of God, severe weather conditions, labor disruptions, governmental decrees or controls, insurrections, war risks, shortages, inability to procure or ship a Product or obtain any necessary government permits, licenses, supplies or raw materials, or any other circumstances or causes beyond the control of Sherwin-Williams in the conduct of its business. Sherwin-Williams shall not be liable for any delay in or impairment of performance resulting in whole or in part from any Acts of God, severe weather conditions, labor disruptions, governmental decrees or controls, insurrections, war risks, shortages, inability to procure or ship a Product or obtain any necessary government permits, licenses, supplies or raw materials, or any other circumstances or causes beyond the control of Sherwin-Williams in the conduct of its business.

COMPLETE AGREEMENT

These Terms and Conditions of Sale when combined with Sherwin-Williams' invoice, Privacy Policy and Terms and Conditions of Use of this Site represent the entire agreement between the parties with respect to the subject matter hereof. Language contained in any digital or written instrument from Purchaser to Sherwin-Williams serving to modify the terms of any of the foregoing shall be of no effect.

SEVERABILITY

If any provision of these Terms and Conditions of Sale shall be deemed illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of any other provisions hereof, which together shall be construed as if such illegal and unenforceable provision or provisions had not been included herein.

GOVERNING LAW; LIMITATIONS

The relationship between Purchaser and Sherwin-Williams in relation to the Products shall be governed by and construed in accordance with the laws of the State of Ohio, United States of America. Any legal action with respect to any transaction must be commenced within one year after the cause of action has arisen. The provisions of the Uniform Commercial Code as adopted by the State of Ohio, and not the United Nations Convention on Contracts for the International Sale of Goods, shall apply.

DISPUTE RESOLUTION

Actions by Sherwin-Williams for nonpayment by Purchaser of the purchase price of Products sold by Sherwin-Williams, or for redress of other breaches by Purchaser of these Terms and Conditions of Sale, may be brought by Sherwin-Williams, at its option, before any court of competent jurisdiction in the State of Ohio. At Sherwin-Williams' option, disputes between Purchaser and Sherwin-Williams, including all claims for non-performance by Sherwin-Williams, shall be finally settled by arbitration in Cleveland, Ohio, USA, under the Rules of the American Arbitration Association, which Rules with respect to matters not regulated by them shall incorporate the UNCITRAL arbitration rules by one or more arbitrators appointed in accordance with said Rules applying these Terms and Conditions of Sale and consistent provisions of the laws (except conflict of law rules) of the State of Ohio, USA.

ADDITIONAL TERMS - INTERNATONAL ORDERS:

COUNTRY OF IMPORTATION.
Purchaser represents that it is purchasing the Products for the purpose of exporting them from the United States and importing them to the country specified in Purchaser's purchase order. Purchaser represents and warrants to Sherwin-Williams that the Products will be shipped to that destination in compliance with the laws of such country, and that there will be no re-export or diversion thereof. If requested by Sherwin-Williams, Purchaser shall provide documentation satisfactory to Sherwin-Williams verifying delivery at the designated port of entry.

EXPORT AND IMPORT LICENSES; PERMITS AND FREIGHT FORWARDER.
Purchaser shall be responsible for obtaining and paying for all permits, licenses, or other governmental authorization(s) necessary for the exportation or importation of the Products into the designated country of importation, and Purchaser shall comply with all laws and regulations thereof as regards the import, transportation, handling, sale and/or use of the Products. Purchaser shall select and pay the freight forwarder who shall be considered Purchaser's agent. The freight forwarder's actions shall not be deemed authorized by, or binding upon, Sherwin-Williams unless expressly agreed to by Sherwin-Williams in writing.

FOREIGN CORRUPT PRACTICES ACT.
Purchaser acknowledges that it is neither an agent nor a representative of Sherwin-Williams. Purchaser represents and warrants to Sherwin-Williams that it shall comply with all laws in relation to its sale and/or use of the Products and will not pay anything of value to any government employee in connection with the sale of the Products.