TERMS AND CONDITIONS OF PURCHASE

*Inapplicable to purchasers with a PRO Sales Agreement or other supply agreement

Parties

All references in this document to “Seller” shall include Lowe’s Pro Supply, a division of Lowe’s Home Centers, LLC and each parent, affiliate, subsidiary thereof whether or not specifically identified herein.

Entire Agreement and Authorization; Consent

All sales made by Seller are subject to these Terms and Conditions of Purchase (“Terms”), All Sales made by Seller are subject to these Terms and Conditions of Purchase, except that if Purchaser and Lowe's (including Lowe's Pro Supply) have entered into a Pro Sales Agreement or other supply agreement, any conflicting terms of that agreement shall prevail over these Terms. No modification or alteration of these Terms shall be made by Seller’s shipment of goods following receipt of Purchaser’s purchase order, or other documents containing provisions, terms, or conditions in addition to, in conflict with, or inconsistent with these Terms. There are no terms, conditions, understandings, or agreements other than those stated herein, and all prior proposals and negotiations are merged herein, except any negotiated purchase price, when applicable.

Purchaser hereby consents to receiving communications from Seller and/or its affiliates via email, phone, texting and/or any other means of electronic communication. Purchaser’s acceptance of these Terms on any electronic device used by Purchaser to access its account and view electronic documents constitutes Purchaser’s acceptance on all electronic devices used by Purchaser.

Seller, in its sole and absolute discretion, reserves the right to update, change, terminate, suspend, modify, add, end or delete any of these Terms or any subprograms, benefits, special offers or rewards, in whole or in part, at any time with or without notice. Any changes or modifications will be effective immediately upon posting the revisions to https://www.lowesprosupply.com/AccountApp, and you waive any right you may have to receive specific notice of such changes or modifications. Your continued use or participation constitutes your agreement to any changes or modifications.

Pricing

Prices in quotations made by Seller are subject to change without notice, and all quotations expire and become invalid if not accepted within 30 days from the date of issue, unless otherwise noted by Seller in writing. Price extensions, when made, are for Purchaser’s convenience only, and they, as well as any mathematical, stenographic or clerical errors, are not binding on Seller. 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 Purchaser will be added to Purchaser’s final invoice. Purchaser agrees to reimburse Seller for any such Taxes or to provide Seller with an acceptable Tax exemption certificate. Seller shall not be liable for delay or default in delivery and all quotations and agreements are contingent upon any cause beyond Seller’s reasonable control, including, but not limited to, governmental action, strikes, or other labor troubles, fire, damage or destruction of goods, manufacturers’ shortages, inability to obtain materials, fuels, or supplies, acts of God, or any other cause whatsoever beyond Seller’s reasonable control.

Disclaimer of Warranties; Limit of Liability

Goods not manufactured by Seller are warranted only to the extent and in the manner warranted to Purchaser by the original manufacturer of such goods. Seller will, to the extent permissible, pass through to Purchaser any available warranties and provide all available (including extended) applicable original equipment manufacturer and additional warranties for the goods.

SELLER MAKES NO REPRESENTATIONS OR WARRANTIES TO PURCHASER FOR ANY GOODS MANUFACTURED BY SELLER, WHETHER EXPRESSED OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SELLER’S LIABILITY HEREUNDER, AND PURCHASER’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). SELLER MUST BE GIVEN WRITTEN NOTICE IDENTIFYING THE DEFECTIVE GOODS AND SPECIFYING THE DEFECT WITHIN TEN (10) DAYS AFTER RECEIPT OF THE GOODS BY PURCHASER. SELLER MUST ALSO BE GIVEN THE OPPORTUNITY TO INSPECT ANY ALLEGEDLY DEFECTIVE GOODS, AND IF REQUESTED BY SELLER, THE ALLEGEDLY DEFECTIVE GOODS MUST BE RETURNED TO SELLER. PURCHASER’S FAILURE TO GIVE REQUIRED NOTICE WITHIN THE TIME PROVIDED, OR FAILURE TO RETURN ALLEGEDLY DEFECTIVE GOODS TO SELLER FOLLOWING SELLER’S REQUEST, CONSTITUTES A WAIVER OF PURCHASER’S EXCLUSIVE REMEDIES. SELLER’S RESPONSIBILITY TO REPLACE ANY DEFECTIVE GOOD(S) IS LIMITED TO THE EXTENT THAT SELLER IS ABLE TO OBTAIN REPLACEMENT GOODS FROM THE ORIGINAL MANUFACTURER OF SUCH GOODS.

PURCHASER AND SELLER AGREE THAT SELLER SHALL NOT BE LIABLE TO PURCHASER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, AGGRAVATED, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOSSES, COSTS OR EXPENSES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND OPPORTUNITY COSTS) WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN ANY WAY ARISING FROM THE PURCHASE, SALE, HANDLING, INSTALLATION, OR USE OF THE GOODS SOLD OR FROM ANY OTHER BREACH OF THESE TERMS, ANY PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN PURCHASER AND SELLER.

Seller assumes no responsibility whatsoever for Seller’s interpretation of plans or specifications provided by Purchaser. Purchaser agrees Purchaser’s acceptance shall not be based on any interpretation by Seller. Purchaser further agrees Purchaser shall be required to obtain any final approval(s) required from any architects, engineers, or other third parties.

Invoices

1. Payment terms on any Invoice for goods sold pursuant to these Terms are net 30 days. Payment is due in the form of cash, check, or money order. Payment of Invoices are due and payable at P.O. Box 301451, Dallas, Dallas County, Texas 75303-1451. More specifically, Purchaser agrees to pay Seller’s Invoices at Seller’s lock box located at P.O. Box 301451, Dallas, Dallas County, Texas 753031451. Purchaser hereby expressly agrees and consents to Seller’s presentment of and request for payment of any check or other payment order issued to Seller by Purchaser by any commercially reasonable electronic means in accordance with applicable provisions of the Uniform Commercial Code, and Purchaser further authorizes any bank or other financial institution on which any such check or payment order is drawn or through which such check or payment order is payable to make payment pursuant to such check or payment order directly to Seller or for credit to Seller’s account by electronic funds transfer. Late charges on unpaid Invoices shall accrue at a rate of one and one-half percent (1.5%) per month.

2. **Exception to Payment Terms** if a construction loan is obtained, or take-out or other permanent financing is obtained, or funds generally designated for payment of building materials or installation services are advanced to applicant prior to the due date set forth above, payment to seller is due and payable at the time of such loan, closing or advance of funds and such funds shall be held in trust for the benefit of seller.

3. In the absence of a default under the payment terms set forth herein, all payments on Applicant’s account shall be applied as specified by the Applicant’s written instructions. In the absence of any such direction, payment shall be applied as follows: (a) first to any accrued and unpaid interest, and (b) to any other amount then due, oldest to newest. After a payment default has occurred and is continuing, payments may be applied by LPS to amounts owed in such order as LPS shall determine, in its sole discretion. In the event of a payment default and to the extent allowed by applicable law, LPS reserves the right to offset any amounts owed to it from Applicant against any amounts LPS owes to Applicant.

Indemnification; Miscellaneous

In the event Purchaser fails to pay its invoice for the goods purchased, Purchaser shall reimburse Seller for all fees, costs and expenses of collection, suit, or other legal action, including all actual attorney’s and paralegal fees, incurred pre-suit through trial, on appeal, or in any administrative proceedings brought as a result of the commercial relationship between them.

Any cause of action which Seller may have against Purchaser may be assigned by Seller to any affiliate of Seller without the consent of Purchaser.

Purchaser and Seller agree that any legal action brought as a result of the business relationship between Purchaser and Seller shall be brought in the venue of the state where the sales from Seller to Purchaser occurred, where Purchaser is located, or in the venue of Seller’s election. Purchaser waives any and all objections which Purchaser may have relating to venue.

Billing Errors, Corrections, and Disputes

If Purchaser has questions regarding Purchaser’s transaction history or if Purchaser receives a statement that includes a charge that Purchaser did not make and Purchaser wishes to dispute, please contact 1(866) 630-6747. [Assuming you provide sufficient details,] Seller will review Purchaser’s claim along with any supporting documentation and will notify Purchaser if the claim is approved, denied or further information is required. Seller has no obligation to review or correct any billing error unless Purchaser provides Seller sufficient notice and supporting documentation to review Purchaser’s claim within one hundred twenty (120) days of the date Purchaser received the statement that reflects the alleged billing error. If Purchaser does not report the disputed transaction within 120 days, Purchaser may not be entitled to any funds.

When applicable, the terms of Executive Order 11246 and 41 C.F.R. part 60-1 shall apply to any purchase made by Purchaser in reliance on these Terms and Conditions of Purchase.

Rebates

To be eligible for any applicable account rebate(s), Purchaser’s account(s) must be in good credit standing. The account statuses of “credit hold,” “collection,” or “closed” may preclude payment of any applicable account rebate(s). Purchaser must pay Invoices within 60 days to be eligible for applicable account rebate(s).

Returns

No store credit for goods returned by Purchaser shall be given without Seller’s written authorization. All returns are subject to a restocking charge. No claim for shortage of goods or damage to goods shall be allowed unless Purchaser, within ten (10) days after receipt of shipment, gives Seller written notice of the claim for shortage or damage and in such written notice fully describes the shortage and/or damage alleged. As stated above, Seller must be given the opportunity to inspect any allegedly damaged or defective goods, and if requested by Seller, the allegedly damaged or defective goods must be returned to Seller. Failure to give the required notice within the time provided, or failure to return allegedly defective goods to Seller following Seller’s request constitutes a waiver of all claims against Seller.

Seller’s responsibility ceases upon issuance of any bill of lading or Purchaser’s taking possession of the goods, whichever first occurs. Seller shall not be responsible for goods which are damaged or lost while in the possession of a common carrier, and it will be Purchaser’s responsibility to recover any and all damage directly from the common carrier. Any change in quantities or destination may result in a price adjustment by Seller.

Notwithstanding the foregoing, the below pertains solely to purchases from Lowe’s Home Centers, LLC (“Lowe’s”) and not any other affiliate, subsidiary or division of Lowe’s Pro Supply.

All purchases of Lowe’s in-store or online goods must be returned to a Lowe’s store. Purchaser must present a valid receipt and original form of payment. See Lowe’s return policy (excerpt below) for further term and conditions.

If you’re [Purchaser] not completely satisfied with your Lowe’s purchase, simply return the merchandise to any Lowe’s store in the US. Most new, unused merchandise can be refunded or exchanged with proof of purchase within 90 days of the original purchase date. Some exceptions to the standard policy exist. See policy exceptions on Lowes.com.

5% Discount

Get 5% off your eligible purchase or order charged to your Lowe’s Pro Supply Purchase Card. Valid for purchases in US stores, on Lowes.com and LowesForPros.com. Customer must pay applicable sales tax. Offer can’t be used in conjunction with or on: (i) any other promotion, discount, markdown, coupon/barcode, rebate or offer, including any Lowe’s volume or special discount programs (such as but not limited to, Contractor Pack, Buy in Bulk, Quote Support Program (“QSP”), Special Value, New Lower Price, Was:Now, Military Discount, Employee Discount, and Lowe’s price match guarantee); (ii) associate discretion price adjustments; (iii) any services (such as but not limited to, extended protection/replacement plans; shipping, delivery, assembly or installation charges); (iv) fees or taxes; (v) previous sales; (vi) gift cards; or (vii) THOR, NXR, AGA, MARVEL, Bosch Benchmark, Heartland, ICON, Fisher & Paykel, Monogram, SMEG, Liebherr, Weber, or Kichler products. We reserve the right to discontinue or alter the terms of this offer at any time.

Reduced Delivery

Reduced delivery rates available for Lowe’s Pro Supply Purchase Card. Not combinable with 5% Every Day Offer. Visit the ProServices desk to get started.