Application. These Terms of Sale (Terms) apply to product sales (“Goods”) to Customer (including its subsidiaries, affiliates, and members) by either Lowe’s Home Centers, LLC (“Lowe’s”) or Maintenance Supply Headquarters, LP d/b/a Lowe’s Pro Supply (“LPS”). Unless specified otherwise, Lowe’s and LPS are collectively referred to in these Terms as “Seller.”
Pricing, Taxes, and Force Majeure. Seller will sell Goods to Customer and its members (or communities, as applicable) at the retail prices in effect at time of purchase, unless Seller issues a written quote to Customer. Prices in quotations made by Seller are subject to change and become invalid if not accepted within 30 days from the date of issue, unless otherwise noted by Seller in writing or on the Quote. Customer agrees that all purchases are solely for internal use of Customer or its members and are not for resale.
Seller reserves the right at any time to change, modify, or terminate all or some of the services, benefits, and Goods offered under these Terms and any discount offered to Customer, including, but not limited to, pricing, product quantity, product availability, volume discounts, supplier fees, or any other terms set forth in any supply agreement or related documents by providing Customer with 30 days oral or written notice of the same.
Prices shown do not include any sales, excise, tariffs, or other governmental taxes or charges (“Taxes”) payable by Seller to any Federal, State, or local authorities.Any Taxes now or hereafter imposed upon sales to Customer will be added to Customer’s final invoice.Customer agrees to reimburse Seller for any such Taxes or to provide Seller with an acceptable Tax exemption certificate.
Any delay or failure by either party in performing its obligations because of strike, fire, flood, epidemic, acts of terrorism, acts of God, inability to obtain Goods in a timely or commercially feasible manner, or any other causes beyond the reasonable control of such party shall be excused and shall not be a breach of these Terms.
Warranty and Limitation of Liability. Customer, whether Customer or a Customer member, shall receive any warranty provided by a manufacturer of the Goods sold under these Terms. Seller does not warrant the Goods AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE.
SELLER’S LIABILITY RELATED TO THE PURCHASE, SALE, HANDLING, INSTALLATION, OR USE OF THE GOODS SOLD OR FROM ANY OTHER BREACH OF THESE TERMS, AND CUSTOMER’S EXCLUSIVE REMEDIES HEREUNDER, EITHER IN CONTRACT, TORT, PURSUANT TO STATUTE, OR OTHERWISE, ARE EXPRESSLY LIMITED TO STORE CREDIT OR REPLACEMENT OF THE DEFECTIVE GOOD(S), PROVIDED THAT SELLER IS ABLE TO OBTAIN REPLACMENT GOODS FROM THE ORIGINAL MANUFACTURER.
Authority to Contract. Customer represents and warrants to Seller that Customer is not under any contractual or other obligation of any kind which is inconsistent or in conflict with these Terms or which would prevent, limit or impair in any way the performance by Customer of its obligations under these Terms.
Arbitration. All claims by Customer, including claims by Customer’s members, which the parties cannot resolve informally, shall be resolved by binding arbitration conducted solely between Customer (and the relevant Customer member or members if applicable) and Seller under the current applicable rules, procedures, and protocols of the American Arbitration Association (AAA) (www.adr.org) (as amended). Class action claims, joinder or consolidation, are not permitted in any forum and both parties waive any such rights under these Terms.
Governing Law and Severability. These Terms, including sales subject to these Terms, shall be interpreted under and governed by the law of North Carolina, without regard to the choice of law rules of any state, except that the agreement to arbitrate is governed by the FAA. If any provision of these Terms is contrary to any law to which it is subject, such unlawful provision shall be ineffective without invalidating the other provisions, which shall remain in full force and effect.
Additional Terms Invalid. Aside from product, delivery, or shipping information, any terms, conditions, representations or certifications included on Customer’s, or its member’s, orders, receipts, or other written instruments (“Additional Terms”), including from entities or persons authorized to purchase under these Terms, are void and superseded by the terms and conditions of these Terms. Seller gives notice of objection to all Additional Terms and specifically rejects all Additional Terms. Seller may accept Additional Terms in its sole discretion after receiving advance written notice of the Additional Terms, provided that no Additional Terms are valid until Customer receives a signed acknowledgement from Lowe's agreeing to the Additional Terms. Seller retains sole discretion to refuse any order or sale.
Safety Data Sheets. Safety Data Sheets ("SDS") for OSHA defined hazardous substances are prepared and supplied by the manufacturers of Goods. SELLER MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIABILITY TO BUYER WITH RESPECT TO THE ACCURACY OF THE INFORMATION OR THE SUITABILITY OF THE RECOMMENDATIONS IN ANY SDS. BUYER IS SOLELY RESPONSIBLE FOR ANY RELIANCE ON OR USE OF ANY SUCH INFORMATION, AND FOR USE OR APPLICATION OF ANY GOODS.
Destination Control Statement. Export sales of Goods are subject to the following: THESE ITEMS ARE CONTROLLED BY THE U.S. GOVERNMENT AND AUTHORIZED FOR EXPORT ONLY TO THE COUNTRY OF ULTIMATE DESTINATION FOR USE BY THE ULTIMATE CONSIGNEE OR END-USER(S) HEREIN IDENTIFIED. THEY MAY NOT BE RESOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY OTHER COUNTRY OR ANY PERSON OTHER THAN THE AUTHORIZED ULTIMATE CONSIGNEE OR END-USER(S), EITHER IN THEIR ORIGINAL FORM OR AFTER BEING INCORPORATED INTO OTHER ITEMS, WITHOUT FIRST OBTAINING APPROVAL FROM THE U.S. GOVERNMENT OR AS OTHERWISE AUTHORIZED BY U.S. LAW AND REGULATIONS.
Payment. For Goods purchased from Lowe’s, Customer’s payment to Lowe’s is due in full at time of purchase in acceptable form of tender, which includes Lowe’s proprietary credit platforms such as a Lowe’s Credit Account (LCA). The LCA terms are set by the credit provider (currently Synchrony). For Goods purchased from LPS, payment terms are net 30 days from delivery, subject to Customer having an approved account. Unless otherwise stated by LPS in writing, payment to LPS is due in the form of cash, check, or money order.
Notice. Notice under these Terms is effective only if (1) the notice is written, (2) the notice is sent to the current contact (listed above or as amended by written notice in accordance with this Section), and (3) the notice is sent by certified mail, postage prepaid, return receipt requested, or by a national overnight courier service.
Deliveries and Returns. If requested, LPS and Lowe’s will deliver Goods in accordance with their respective delivery policies in effect at time of purchase, including without limitation, any additional fees for delivery. Goods purchased under these terms are subject to the return policies of LPS or Lowe’s in effect at the time of purchase. For defective items, following adequate notice of the alleged defect (as described in the return policies) LPS or Lowe’s, as applicable, must also be given the opportunity to inspect any allegedly defective goods, and if requested by Seller, the goods must be returned to Seller. Customer’s failure to give required notice within the time provided, or failure to return the goods to Seller following Seller’s request, constitutes a waiver of customer’s exclusive remedies.