ONLINE TERMS AND CONDITIONS OF SALE
These Online Terms and Conditions of Sale (these “Terms & Conditions” ) govern the online purchase of any paints, stains, finishes, coatings, painting tools, applicators, supplies, varnishes, wallpaper and other goods and services (collectively, “Products” ) by you from The Sherwin-Williams Company (together with its successors, affiliates and subsidiaries, collectively, “Sherwin-Williams”) in the United States using any website, portal, or online service that posts these Terms & Conditions (collectively the "Website"). In these Terms & Conditions, “you” and “your” refers to the individual or entity who has ordered Products from Sherwin-Williams (“we”, “us”, “our”).
PLEASE READ CAREFULLY -- In these Terms & Conditions you will waive or give up certain legal rights and agree to certain limitations of liability and exclusions of damages. These Terms & Conditions require you to use arbitration on an individual basis to resolve disputes, rather than jury trials or class actions. If you do not agree with these Terms & Conditions, do not order any Products using the Website.
PRODUCT ORDERS. Not all Products listed on the Website are available for purchase in all jurisdictions in which we operate our brick-and-mortar Sherwin-Williams-branded retail stores (each, a “via ”). In addition, Sherwin-Williams cannot guaranty that Products shown on the Website as in stock are available for immediate pick up or delivery at or to all of our Retail Stores, or otherwise available, at all times. Applicable law in some jurisdictions limits the quantities of some Products that you may purchase or requires that you provide proof of identity or age in order to make a purchase. If so, such requirements are a condition of purchase and/or delivery. You agree that your order is an offer to buy, under these Terms & Conditions, all Products that you have selected, added to your cart, and that are listed in your online order. We reserve the right to reject any offer and our acceptance is subject to and conditioned upon your payment in full, fulfillment of any applicable legal requirements (e.g., age verification), your agreement to be legally bound by these Terms & Conditions, and our confirmation as set forth in the next section. We may choose not to accept any orders in our sole discretion. We require that all purchases of Products be made by individuals who are not minors and who can legally enter into binding contracts (typically persons 18 years of age or older, depending on where you live).
ORDER CONFIRMATION AND CANCELLATION.
威廉希尔注册 (a) Confirmation. After we receive your online order, we will send you an order confirmation e-mail with your order number, a description of the Products you have ordered, the location of the Retail Store where you can pick up the Products you have ordered online, or information on your selected delivery option, if applicable. Acceptance of your order and the formation of the contract of sale between Sherwin-Williams and you will not take place until the servicing Sherwin-Williams store reviews and processes your order.
(b) Cancelation, Delivery Delays and Redelivery. With the exception of orders for tinted Products or special orders (“Custom Orders”), or as otherwise set forth in any applicable Additional Terms, you have the option to cancel your order at any time prior to pick up in our Retail Store, or prior to receipt of delivery window confirmation, which you will receive either via (i) phone call from your Retail Store, (ii) text to the phone number you provided at checkout, or (iii) email, by calling your Retail Store and notifying them of your intent to cancel your order. Custom Orders cannot be cancelled by you once the order is placed online.威廉希尔注册 You agree that we may cancel any online order at any time, even if it has been accepted by Sherwin-Williams and even if you have received an email order confirmation, if: (i) we believe that the order violates applicable law, including any law that requires proof of identity or age in order to purchase a particular Product or laws limiting the sale of certain products in defined jurisdictions; (ii) we discover an error related to your order or if we are not able to fill the order to the specifications (e.g., size, color, sheen, and/or base) you have selected (in which case, we may contact you and offer an alternative, but are not obligated to do so except as required by applicable law); or (iii) if you have not picked up or scheduled delivery, or received delivery of the Product after the delivery attempt, within fourteen (14) days after the date of your order. We will deliver, or make available for pick up, all Products within thirty (30) days of order confirmation, typically sooner, and if we are unable to do so we will provide you notice with an estimate of when the Products will be available and permit you to elect a refund or to accept delayed delivery. Refunds and cancelation of credit holds for canceled orders will be as set forth in Section 6 and 7 or any applicable Additional Terms.
(c) Custom Orders. Custom Orders cannot be cancelled by you and must be scheduled for delivery or picked up at the Retail Store specified in your order confirmation email within fourteen (14) days of the date of your online order. If a Custom Order is not picked up or scheduled to be delivered within such fourteen-day period, Sherwin-Williams may: (i) cancel all or any part of your online order; (ii) charge your Account for the full amount of the Products that are Custom Order (including all taxes and fees associated with such Custom Order); and (iii) dispose of such Custom Order Products as Sherwin-Williams deems fit, in its sole and absolute discretion. You agree to pay for all Products that are Custom Orders in full in accordance with these Terms & Conditions.
PRICES AND TAXES.威廉希尔注册 The price charged for a Product, and applicable fees, will be the price and fees in effect at the time your order is placed and will be specified during the checkout process and in your order confirmation e-mail. Taxes shown during the checkout process and in your order confirmation email are estimated; actual taxes will be calculated upon pick up in the Retail Store, or, if a delivery option is chosen, will be calculated based upon your selected delivery location. Price increases will only apply to orders placed after such changes are posted on the Website. All prices posted on the Website are subject to change without notice. Prices and Product descriptions are subject to correction for error. As permitted by applicable law, we are not responsible for any pricing, typographical, photographical or other errors in our Website information. If we discover errors, we may contact you and give you the option to cancel or revise your order, and we reserve the right to cancel any orders arising from any such errors. For paint Products displayed on the Website, the Product size listed on the website is the size of the Product container. The actual volume of the Product purchased may be smaller than the Product size that is listed on the Website so that we can leave room in the container to add tint in the store. Payment for the Products shall be made in U.S. dollars. Prior to submitting your payment information, you will have the opportunity to review Product prices, taxes, and fees. In the event that, due to technical difficulties, we are unable to display taxes and fees during the online checkout process, you will be notified of this during checkout, and you will receive a final invoice including all taxes and fees when you pick up the Products in a Retail Store or upon receipt of your delivered Products.
TERMS OF PAYMENT. Your credit card, or, for professional customers, your Sherwin-Williams credit account (“Account”) will be authorized for the full amount of the sale when the online checkout process is completed. Sherwin-Williams will charge your Account only upon the earlier of: (i) the date the Products are picked up at the Retail Store; (ii) the date the Products are delivered to the location specified at checkout; or (iii) the date your order is cancelled by Sherwin-Williams pursuant to the terms set forth in Section 4(b)(iii) or 4(c). If you timely cancel an order as set forth in Section 4(b), or we cancel your order for any reason other than as set forth in Section 4(b)(iii), 4(c), or otherwise provided in applicable Additional Terms, your Account will be refunded or the credit hold removed, as applicable. It may take several days before the credit hold is released on, or a refund is posted to, your Account. Sherwin-Williams shall not be liable for any costs or other liabilities associated with such a continuing hold. If your credit card expires before you pick up the Products in the designated Retail Store or prior to the delivery of your Products, we may notify you and require that you enter the credit card number again with the new expiration date. You acknowledge that it is possible that the final amount charged to your Account may be more or less than the amount originally authorized at the time the online checkout process is completed. This may occur, for example, if the actual taxes applicable to an ordered Product charged at pick up or delivery are more or less than the estimated taxes shown online, if the non-tax state or territory fees applicable to an ordered Product have changed between the date of your order and the date of pick up or delivery, or if you make changes to your order at the Retail Store during pick up (for example, you use a coupon to reduce the price of your purchase).
We accept VISA, MasterCard, American Express and, for professional customers, payment via Sherwin-Williams credit account, for all online purchases. If you use a credit card to order Products from this website, you must use a U.S. credit card with U.S. billing and shipping addresses. Sherwin-Williams will only deliver to addresses located in the U.S. You represent and warrant, at the time your online order is placed and at the time the Products are picked up in our Retail Store or delivered to your selected location, that (a) the credit card or Sherwin-Williams credit account information you provided to us is true, correct, current and complete; (b) you are duly authorized to use such credit card or Sherwin-Williams credit account for the purchase of Products from us; and (c) you will pay charges incurred by you in connection with your purchase of the Products at the prices specified in our order confirmation email, or, in the case of taxes and non-tax state or territory fees, as specified at the Retail Store at the time of pick up or as indicated based on your delivery location. If for any reason we are unable to process your payment, we reserve the right to cancel your order.
DELIVERY, TITLE AND RISK OF LOSS.Sherwin-Williams will arrange for the Products to be made available for pick up at the Retail Store designated at the time you checkout online; or, if the delivery option is chosen, Sherwin-Williams will deliver your Products to your specified location. Delivery will occur on the date and time scheduled by Sherwin-Williams via email or phone, unless you call to cancel your order as set forth in Section 4(b). For assistance in tracking a delivery, contact our online customer service as set forth in Section 15(a); however, it is your responsibility to monitor the status of your order. You are responsible for picking up the Products from the Retail Store specified in our order confirmation email, or for being present at the specified delivery location at the time of Delivery. If you are not present at the delivery location, Sherwin-Williams may leave the Products at your delivery location unless explicitly instructed by you not to do so, or may return your order to the Retail Store designated at the time of checkout. In that case, we will call you to reschedule your delivery, and if we cannot reach you, we may cancel your order and as set forth in Section 4. You warrant that either you or your representative shall have the right to accept delivery of your order, are at least 18 years of age or older, and upon request, will provide (i) a signature acknowledging receipt of your order, (ii) appropriate identification, and (iii) a copy of your order confirmation email. You acknowledge that you will be responsible for re-ordering any items that are returned to us as undeliverable. Title and risk of loss for the Products pass to you upon our transfer of the Products to you in the Retail Store, or, if you have opted to receive your Products via delivery, title and risk of loss of the Products shall pass upon delivery to the address you specified, regardless of whether you receive the delivery in-person or the Products are left at your delivery address. The time of delivery is not of the essence, and Sherwin-Williams shall not be liable or responsible for any costs, charges, expenses, damages or for any penalty, liquidated or otherwise, for late or delayed delivery. All delivery dates, including any delivery dates specified in your order confirmation email, are approximate and are not guaranteed. We will call you if we need to cancel your order or reschedule your delivery for any reason, and if we cannot reach you to reschedule your delivery after reasonable attempts to do so, we will cancel your order in accordance with Section 4(b) and provide you with a refund as set forth below.
PRODUCTS RETURNED FOR CREDIT. Except for any Custom Orders or any other Products designated on the Website, or applicable Additional Terms, as custom or non-returnable, Sherwin-Williams will accept a return of the Products ordered online for a refund of the purchase price, provided any such return is made within thirty (30) days of the date of your online order as reflected in the Sherwin-Williams automated order tracking system and provided such Products are returned in their original, unopened condition together with proof of purchase. Bundled items need to be returned with all the components. It is your responsibility to make arrangements for the return of Products that were delivered, and you acknowledge and agree that Sherwin-Williams will not reimburse you for any expenses associated with the return of a delivery order. YOU ACKNOWLEDGE AND AGREE THAT CUSTOM ORDER PRODUCTS, INCLUDING, WITHOUT LIMITATION THOSE PRODUCTS THAT ARE MANUFACTURED OR MIXED TO YOUR PARTICULAR SPECIFICATIONS USING OUR ONLINE TOOLS, CANNOT BE RETURNED OR REFUNDED.威廉希尔注册 Refunds are ordinarily processed by Sherwin-Williams within four (4) business days of acceptance of the returned Products at a Retail Store. However, it may take longer for the refund to be processed by your bank, credit card company, or other financial institution. Sherwin-Williams shall not be liable for any costs or other liabilities associated with any delay by your bank, credit card company, or other financial institution in processing your refund. Refunds will be issued to/in the original form of payment.
LIMITED WARRANTIES; DISCLAIMERS. Sherwin-Williams warrants to you that, as of the date of pick up in a Retail Store, or as of the date on which your Products are delivered, and for a period of ninety (90) days thereafter, those Products that are manufactured by Sherwin-Williams shall (i) conform to Sherwin-Williams’ then-current quality control specifications for manufacturing such Products; and (ii) be subject to any label warranty affixed to the container or packaging of such Products. As permitted by applicable law, the above warranties extend only to you and not to any other individual or entity. For Products that are not manufactured by Sherwin-Williams, the original manufacturer’s warranty, if any, shall apply to the extent assignable by Sherwin-Williams. As permitted by applicable law, except for an express written limited warranty signed by an authorized representative of Sherwin-Williams, Sherwin-Williams makes no other warranties, either in writing or orally, including on the Website or in any marketing brochure or promotional literature. SUBJECT TO APPLICABLE LAW, SHERWIN-WILLIAMS SPECIFICALLY DISCLAIMS ALL OTHER IMPLIED WARRANTIES, WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.威廉希尔注册 As permitted by applicable law, the warranties set forth in this provision cease to be effective if you fail to use the Products sold hereunder in a safe and reasonable manner and in strict compliance with all written instructions and/or specifications from Sherwin-Williams or the third-party manufacturer of such Products.
威廉希尔注册 a. Replacement Products. As permitted by applicable law, the obligation of Sherwin-Williams under the warranties in this section is limited, at our option, to the replacement of defective Products or the refund of the purchase price for such defective Products. Any replacement Products will be delivered to the Retail Store specified in your original order confirmation email, provided that (i) prompt notice of any defect is given by you to us within the warranty period specified above, and (ii) upon your return of the defective Products to the Retail Store an inspection thereof reveals to our satisfaction that your claim is valid under the terms of this warranty. It is your responsibility to arrange for the return of defective Products to the Retail Store specified in your order confirmation email and for the delivery of any replacement Products, which may be subject to an additional delivery fee.
b. Referrals. From time to time Sherwin-Williams, or one of our customer service specialists in our online store or in a Retail Store, may make a recommendation of, or a referral to, a painting applicator trained or experienced in applying the Products. In addition, Sherwin-Williams may make available technical service personnel (either online or in a Retail Store) to provide consultations and advice to you regarding the application and use of the Products. As permitted by applicable law, YOU ACKNOWLEDGE AND AGREE THAT ANY TECHNICAL OR OTHER ADVICE FURNISHED, OR RECOMMENDATIONS OR REFERRALS MADE, BY SHERWIN-WILLIAMS OR ITS REPRESENTATIVES ARE PROVIDED WITHOUT CHARGE AND ON AN “AS IS” BASIS. SHERWIN-WILLIAMS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING ANY SUCH RECOMMENDATIONS, REFERRALS, CONSULTATIONS OR ADVICE AND ACCEPTS NO LIABILITY ARISING THEREFROM, NOTWITHSTANDING ANY REPRESENTATIONS MADE BY SHERWIN-WILLIAMS OR ITS REPRESENTATIVES TO THE CONTRARY.
LIMITATION OF LIABILITY.
OUR USE OF THE WEBSITE AND ANY PRODUCT PURCHASED THROUGH THIS WEBSITE IS ENTIRELY AT YOUR OWN RISK. EXCEPT WITH RESPECT TO CLAIMS BASED ON PERSONAL INJURIES, IN NO EVENT SHALL SHERWIN-WILLIAMS BE LIABLE TO YOU, OR ANYONE CLAIMING THROUGH OR ON BEHALF OF YOU, FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECULATIVE, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, DIRECT OR INDIRECT LOST PROFITS, LOSS OF USE, PENALTIES OR DEMURRAGE, WHETHER OR NOT BASED UPON SHERWIN-WILLIAMS’ NEGLIGENCE, BREACH OF WARRANTY, BREACH OF CONTRACT, STRICT LIABILITY, TORT OR ANY OTHER CAUSE OF ACTION, EVEN IF SHERWIN-WILLIAMS IS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO CLAIMS BASED ON PERSONAL INJURIES AND AS PERMITTED BY APPLICABLE LAW, SHERWIN-WILLIAMS’ SOLE LIABILITY, AND THE EXCLUSIVE REMEDY THAT YOU OR ANYONE CLAIMING THROUGH OR ON BEHALF OF YOU WILL HAVE, FOR ANY CAUSE OF ACTION ARISING IN CONNECTION WITH THE PRODUCTS AND/OR THE USE OF THE WEBSITE, INCLUDING BUT NOT LIMITED TO, THE RECOMMENDATION, PURCHASE, TRANSPORTATION, STORAGE, HANDLING, OR USE OF THE PRODUCTS, IS EXPRESSLY LIMITED TO, AT SHERWIN-WILLIAMS’ OPTION, REPLACEMENT OF THE DEFECTIVE PRODUCTS OR A REFUND OF THE PURCHASE PRICE THEREOF.
NOTWITHSTANDING THE FOREGOING, THIS SECTION DOES NOT EXPAND OR LIMIT (I) ANY EXPRESS, WRITTEN PRODUCT WARRANTY OR RELATED DISCLAIMERS THAT ARE PROVIDED BY SHERWIN-WILLIAMS PARTIES OR THEIR SUPPLIERS WITH REGARD TO A PHYSICAL PRODUCT SOLD BY SHERWIN-WILLIAMS PARTIES TO YOU, OR ANY WARRANTY ON A PHYSICAL PRODUCT TO THE EXTENT REQUIRED BY APPLICABLE LAW; (II) SHERWIN-WILLIAMS PARTIES’ LIABILITY FOR PERSONAL INJURY TO YOU CAUSED BY SHERWIN-WILLIAMS PARTIES TO THE EXTENT NOT WAIVABLE OR CANNOT BE LIMITED UNDER APPLICABLE LAW; OR (III) ANY CAUSE OF ACTION YOU MAY HAVE AGAINST SHERWIN-WILLIAMS PARTIES THAT IS NOT WAIVABLE OR CANNOT BE LIMITED UNDER APPLICABLE LAW.
FORCE MAJEURE. Sherwin-Williams will not be liable or deemed to be in breach of these Terms & Conditions for any delay or failure to perform any or all of its obligations by reason of fire, explosion, accidents, pandemic, hurricanes, tornados, flood, unusually severe or abnormal weather, war or threat of war, riots or civil commotion, acts of terrorism, acts of any governmental authority or agent, interruption of or delay in transportation of Products, labor disputes, shortage of materials or raw materials, inability to obtain raw materials at a reasonable price, acts of God or any other circumstance or event beyond the reasonable control of Sherwin-Williams. If we are rendered unable by force majeure to carry out any or all of our obligations under these Terms & Conditions, we will use reasonable efforts to give notice to you by email, and upon the giving of such notice the obligations of Sherwin-Williams shall be suspended or terminated as may be necessary under the circumstances.
PRODUCT MODIFICATIONS. Except to the extent expressly stated in a written agreement entered into between Sherwin-Williams and you, all Products that are sold to you using the Website and our online store are sold for end-use by you and, as permitted by applicable law, may not be resold, relabeled, or repackaged. We reserve the right to change the formulation or method of manufacture of the Products from time to time in our sole discretion and we will have no obligation to notify you before or after any such change in the Products.
COMMUNICATIONS AND NOTICES.
威廉希尔注册 a. Customer Service and Notices. Customer Service can be contacted at 1-800-4-SHERWIN (1-800-474-3794). Legal notices must be delivered to us by you as set forth in subsection (e) below and not to our customer service representatives. Sherwin-Williams may provide notice to you under these Terms & Conditions by any reasonable method, which you agree includes: (a) sending an email to you; or (b) with respect to any prospective changes to these Terms & Conditions by posting to the Sherwin-Williams website.
b. Telephone Communications. Your telephone communications with Sherwin-Williams, including calls with our online customer service representatives and any of our other customer service providers or independent contractors, are routinely monitored and/or recorded. You expressly consent, on behalf of yourself and other users of your phone number, to being monitored or recorded. By providing us with a mobile or other phone number as part of your online registration or during a service call, you expressly authorize us to contact you regarding your account for non-telemarketing communications, via text message or telephone, including the use of prerecorded or auto-dialed calls, using that number.
c. Email Communications. You agree that we may send emails to you using the e-mail address that you used to create your Sherwin-Williams online account or the address you used to place your order for Products. Notices sent by e-mail will be effective when we send the e-mail and notices we provide by posting will be effective upon posting. It is your responsibility to keep your e-mail address current. We assume no responsibility for issues resulting from e-mail notification failures. You consent to receiving promotional messages to the emails you provide to us. You can unsubscribe to our promotional emails by following the instructions on those emails; provided, however, you may receive transactional emails after unsubscribing (e.g., emails responding to an inquiry or related to your order)
威廉希尔注册e. Mail Delivery. You may provide notice to Sherwin-Williams under these Terms & Conditions by personal delivery, overnight courier or registered or certified mail to Senior Marketing Director, E-Business, 310 Skylight Office Tower, 1660 W. 2nd Street, Cleveland OH 44113, with a copy to General Counsel, 101 W. Prospect Ave, Cleveland OH 44115. We may update the address for notices to us by posting a notice on the Website. Notices provided by personal delivery will be effective upon receipt by us. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
INDEMNIFICATION.威廉希尔注册 Subject to applicable law and the express terms of these Terms & Conditions or any applicable Additional Terms, after you pick up a Product from a Retail Store or accept delivery of a Product, you shall be solely responsible for the proper transportation, handling, exportation, storage, processing, alteration, use, application, and/or disposal of such Product. To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold Sherwin-Williams harmless from and against any and all actual, alleged, or threatened claims, liabilities, and costs and expenses (including attorneys’ fees) arising out of or resulting from (a) any transportation, handling, exportation, storage, processing, alteration, use, application and/or disposal of a Product by your and/or your applicator; and (b) any actual or alleged breach by you of, or any inaccuracy in, any representation, warranty, covenant or undertaking made by you in these Terms & Conditions.
REGULATED PRODUCTS.威廉希尔注册 You acknowledge that (a) the Products are subject to various federal, state, territory, municipal and local laws, rules and regulations, (b) the Products will be delivered to a Retail Store where you can take delivery of them, or will be delivered to the address provided by you, and (c) the Products are labeled for end-use within the jurisdiction of that ship-to Retail Store or your U.S. delivery address. You may not export or otherwise ship, use, or apply the Products outside of the jurisdiction of that Retail Store or delivery address. The Products are intended for your use only, and as permitted by applicable law, are not for resale.
COMPLIANCE WITH LAWS.威廉希尔注册 You agree to comply with all applicable laws, rules and regulations, including, without limitation, all, laws, rules and regulations, including VOC use and sales restrictions, in any way relating to your purchase, ownership, transportation, receipt, handling, storage, processing, alteration, use, application, and disposal of the Products once the Products have been picked up by you from a Retail Store or you have otherwise accepted delivery of the Products.
You acknowledge that Sherwin-Williams has made available on its Website product literature and information (including Safety Data Sheets, Product Data Sheets, and Environmental Data Sheets) that include product ingredient composition, health, safety, fire and environmental hazards and warnings, first aid and accidental spill measures, handling, storage, protection and exposure guidelines related to the Products available for purchase on the Website. You may find the specific information for each product by using the Data Sheets search tool on the Sherwin-Williams Website. You agree (i) to receive this information in electronic form and to familiarize yourself with all such information; (ii) adopt and follow safe handling, storage, transportation, use, treatment and disposal practices with respect to the Products, including, without limitation, special care and practices relating to your use of the Products; (iii) instruct your employees, independent contractors, agents and customers of the precautions and safe use practices required in connection with the unloading, handling, storage, use, transportation and disposal of the Products (including, without limitation, information contained in Sherwin-Williams’ most current Safety Data Sheets or Product Data Sheets); and (iv) comply with applicable safety and environmental laws and take action necessary to avoid spills or other dangers to persons, property or the environment. In the event the Products are intended for professional use only, you represent and warrant to Sherwin-Williams that you are a professional user experienced and knowledgeable regarding how to properly and safely handle, store, dispose of, and use such Products.
Any arbitration hearing will be conducted in Cleveland, Ohio by a single arbitrator or as otherwise provided by the Consumer Arbitration Rules, if applicable. The award of the arbitrator will be final and binding on the parties, and judgment upon such award may be entered in any court of competent jurisdiction. More information about the arbitration process is available at . This provision constitutes your and Sherwin-Williams’ written agreement for resolving disputes, including the agreement to arbitrate Disputes under the Federal Arbitration Act ("Dispute Agreement威廉希尔注册"), and is governed by the Federal Arbitration Act. If you are a consumer, you may opt-out of mandatory arbitration for each applicable Product sale transaction by sending us written notice (as set forth in Section 15(e)) with a copy of the purchase confirmation email and a request to opt-out of arbitration for that transaction within five (5) business days of receipt of the purchase confirmation.
威廉希尔注册 b. Applicable Law in Arbitration. Claims arising under federal law shall be determined in accordance with federal law. Claims arising under state law shall be decided in accordance with Ohio substantive laws, without regard to conflict-of-laws principles.
c. Confidentiality. Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right.
APPLICABLE LAW. We both agree that these Terms & Conditions constitute a written agreement executed by both you and Sherwin-Williams under applicable law. These Terms & Conditions shall be governed by the laws of the State of Ohio, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
威廉希尔注册 a. Assignment. You may not assign any rights or delegate any obligations under these Terms & Conditions without Sherwin-Williams’ prior written consent. Any assignment or delegation, or attempted assignment or delegation, in contravention of the foregoing shall be null and void. Sherwin-Williams may assign or delegate any of its rights or obligations hereunder. If any provision of these Terms & Conditions is so broad as to be unenforceable, such provision shall be interpreted to be only as broad as is enforceable.
b. Severability. If any provision of these Terms & Conditions, including those relating to Dispute Resolution, is declared invalid or unenforceable for any reason other than over-breadth, the offending provision shall be severed, and the remainder of the Terms & Conditions will be deemed to be binding and enforceable will be modified so as to maintain the essential benefits of the bargain between the parties hereto to the maximum extent possible, consistent with law and public policy.
c. Government Contracts. If the Products purchased by you are to be used in the performance of a government contract or subcontract, no government requirements or regulations will be binding on Sherwin-Williams unless specifically agreed to by our authorized representative in writing.
威廉希尔注册 d. No Waiver. The failure of Sherwin-Williams to enforce any of the provisions of these Terms & Conditions will not be construed to be a waiver of any provisions hereunder nor will any such failure prejudice the right of Sherwin-Williams to take any action in the future. Any waiver must be made in writing and signed by an authorized representative of Sherwin-Williams. These Terms & Conditions do not and are not intended to confer any rights or remedies upon any person other than you.
d. Arbitration Fees and Costs. If you submit specific and individualized evidence that arbitration costs are unduly burdensome and the arbitrator determines that arbitration costs would be unduly burdensome to you, Sherwin-Williams shall be responsible for the arbitrator's fees and arbitration expenses and any other costs unique to the arbitration hearing. Each party shall pay its own deposition, witness, expert, and attorneys' fees and other expenses to the same extent as if the matter were being heard in court. However, if any party prevails on a statutory claim that affords the prevailing party attorneys' fees and costs, or if there is a written agreement providing for attorneys' fees and costs to be awarded to the prevailing party, the Arbitrator may award reasonable attorneys' fees in accordance with the applicable statute or written agreement. The Arbitrator shall resolve any dispute as to the reasonableness of any fees or costs awarded under this paragraph.e. Class Action Waiver. Notwithstanding any AAA rules to the contrary, the parties agree to arbitrate Non-IP Disputes solely on an individual basis. This agreement does not permit class arbitration. The arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
f. Waiver of Jury Trial and Appellate Review. The parties understand and fully agree that by entering into this agreement to arbitrate, they are giving up their constitutional right to have a trial by jury in connection with any Non-IP Dispute, and they are giving up their normal rights of appeal following the rendering of the arbitrator’s award, except as applicable law provides for judicial review of arbitration proceedings.g. Litigation of Intellectual Property Disputes. You or Sherwin-Williams may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction regarding any intellectual property dispute between the parties. You hereby irrevocably consent to jurisdiction and venue of the State and Federal courts of the State of Ohio with respect to any such injunctive or other relief. The parties acknowledge that their respective rights in their intellectual property are of a special, unique, extraordinary character, giving those rights peculiar value, the unauthorized use, disclosure, or loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages.