TriFlow

All capitalized terms used, but not defined herein, shall have the same meaning ascribed to them in the Conditions of Use and Privacy Policy each of which are incorporated herein by reference. As used herein, the term "Products" shall mean materials or information purchased from GH 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 GH's Conditions of Use, the Privacy Policy, these Terms and Conditions of Sale and the terms of any GH order acknowledgement and invoice for Products. These Terms and Conditions of Sale apply unless Purchaser has signed a separate purchase agreement with GH 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 GH which may be by means of shipment of Products.

PRICES.

All Prices indicated herein are subject to change without notice.

SALES TAX.

GH may be required to charge applicable state and local tax on items for which sales tax exemption certification has not been previously provided.

WARRANTY DISCLAIMER.

EXCEPT FOR PRODUCTS MANUFACTURED BY THIRD PARTIES OTHER THAN GH, 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 GH REGARDING THE PRODUCTS. GH HEREBY EXPRESSLY DISCLAIMS ANY LIABILITY FOR PRODUCT DEFECT CLAIMS THAT ARE DUE TO PRODUCT MISUSE OR IMPROPER PRODUCT SELECTION. GH HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE REGARDING ANY PRODUCT.

LIMITATION OF LIABILITY.

GH 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 GH. GH'S 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 INFORMATION.

GH' 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. GH 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 GH and may be subject to restocking and other charges. To cancel a confirmed order, please contact GH.

ASSIGNMENT.

Purchaser shall not assign any order for a Product, or any interest therein, without the prior written consent of GH. Any actual or attempted assignment without GH's prior written consent shall be void and shall entitle GH 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 GH as regards the Products, and Purchaser covenants that it will take no action to register or otherwise interfere with any such rights.

FORCE MAJEURE.

GH 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 GH in the conduct of its business.

COMPLETE AGREEMENT.

These Terms and Conditions of Sale when combined with GH's invoice, Privacy Policy 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 GH 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 GH 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.

DISPUTE RESOLUTION.

Actions by GH for nonpayment by Purchaser of the purchase price of Products sold by GH, or for redress of other breaches by Purchaser of these Terms and Conditions of Sale, may be brought by GH, at its option, before any court of competent jurisdiction in the State of Ohio. At GH's option, disputes between Purchaser and GH, including all claims for non-performance by GH, 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.

© 2009, The Sherwin-Williams Company