Terms and Conditions

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Standard Terms and Conditions of Sale


1. Definitions. "Buyer" shall mean the individual or entity so identified on the Shaw Invoice. "Shaw" shall mean Shaw Industries, Inc except when some other affiliate or subsidiary of Shaw Industries, Inc., is otherwise expressly identified on the Invoice. "Product(s)" shall mean such Shaw product sold to Buyer pursuant to this Sale Agreement.

2. Relationship of Parties. Shaw and Buyer are independent entities, where Buyer is purchasing Product from Shaw for its use or for resale when so permitted. If Buyer is otherwise authorized by Shaw to sell and distribute a Product, Shaw hereby grants Buyer a nonexclusive, nontransferable, nonassignable and limited right to distribute, market and sell such Product to consumers. Buyer shall not sell, transfer or otherwise provide any Product to another for resell without the prior, written authorization of Shaw. Shaw reserves the right to sell and to authorize other entities to sell such Product through all means and channels of distribution and in competition with Buyer. Buyer acknowledges that it has no authority to bind or contract in the name or for the account of Shaw, to create any liability against Shaw or to exert any direction or control over Shaw's personnel.

3. Order and Delivery of a Product. Buyer shall bear all risk and expense for delivery of Product, including without limitation, shipping, loading, unloading, storage, freight, and insurance. A Product may be shipped to Buyer in whole or in part and will be shipped F.O.B Shaw shipping location,unless otherwise specified on the face of the invoice. Title to a Product shall pass to Buyer when delivered to the carrier, even if the Product is shipped freight prepaid, unless otherwise specified on the face of the invoice. Among other things, a signed delivery receipt or bill of lading will constitute proof of delivery. The choice of carrier is made soley at the discretion of Buyer, and Shaw makes no respresentation as to the acceptability of a particular carrier.Except when Shaw expressly publishes Special Offers or otherwise agrees in writing, Shaw does not guarantee shipment or delivery by a certain date or time, although Shaw will strive to deliver a Product by the date that it may communicate to Buyer. Shaw shall not be liable to Buyer, or any other person, for any loss or damage of any kind which results from delay in shipment, delivery, or failure to give notice of delay, whether or not such delay was caused by Shaw or otherwise. Shaw reserves the right to backorder any Product and to ship from backorder in such order as Shaw determines. 

4. Canceled Orders and Returns. No order may be canceled or Product returned to Shaw unless done so in accordance with Shaw's Cancellation/Return Policy. Orders for standard Product may be canceled prior to shipment provided that Shaw receives proper notice from Buyer and approves the cancellation, assigning a cancellation number. Special orders, orders for non-standard product, and orders where the Product is cut, altered, or prepared at the request of Buyer may not be canceled or returned at anytime unless expressly agreed to in writing by Shaw. Returns for standard Product can only be made if approved by Shaw and documented by Shaw through the issuance of a Return Goods Authorization. No Product shall be accepted for return until the Buyer obtains a Return Goods Authorization number from Shaw. All refused or canceled orders, as well as all other Shaw authorized accommodation returns, are subject to Shaw's applicable restocking fee plus freight charges for delivery and return. Title in a returned Product will pass when Shaw takes possession of the Product and verifies the Product with an approved Return Goods Authorization.

5. Product Variance & Compliance. Each Product shall be deemed to be without defect and in conformity with its specifications and the terms of the Sales Agreement even though reasonable variances may exist. Buyer acknowledges that it is an accepted standard in the industry that for a Product and among Products (i) color variations exist between dye lots, stains, pieces of wood, etc.; (ii) natural characteristics exist (i.e., wood Products may have mineral streaks, knots or grain variations); (iii) cut and measurement variances occur (i.e., a Product's actual sizing may vary by as much as ten (10%) from measurements stated on a final order description); and (iv) shrinkage, separation, expansion and warping occur, even when the Product is properly installed (i.e., a wood Product may expand or contract due to seasonal and temperature changes, thereby creating separation between boards). As a result, Shaw cannot and does not guarantee that a Product or Products, whether in whole or in part, will exactly match in specification, color, character, form, cut, fit or otherwise, and Buyer acknowledges that reasonable variance, including (without limitation) those stated herein, are permissible. Additionally, Shaw shall have no liability if a Product does not conform to any applicable state, county or local ordinance, as the conformity of a Product to each state, county and local ordinance is the sole responsibility of the Buyer. Shaw reserves the right to change its Products and the components of its Products (i.e., backing, yarn system, etc.) without prior notice, although in circumstances where an order from Buyer has been accepted by Shaw, Shaw will use commercially reasonable efforts to ensure that such change will not affect Product performance in a materially adverse manner.

6. Prices and Payment. Shaw generally makes its price for a Product known through its price lists and sales quotes, although prices are subject to change without notice. Shaw makes no guaranty that a previously quoted price is available at the time an order is placed. Each request for Product will be filled at the prices set forth on the Invoice, or, if no price appears, at Shaw's then current list price for the Product at the time such Product is shipped. Invoices shall be due and payable in full, less applicable earned discount, without deduction or set-off by Buyer and in accordance with the terms set forth on the Shaw Invoice. Payment shall be made only by the method authorized by Shaw, which includes U.S. cash currency, and when due. Should Buyer be permitted to make payment by using ACH, Buyer authorizes Shaw to debit the account(s) specified by Buyer and to continue to do so for other payments until such time as Shaw receives written instruction from Buyer to no longer do so. Buyer acknowledges that payments may not be cancelled by it once they are sent or made. Buyer certifies that all account information provided to Shaw for payment shall be current, accurate and complete. Any early payment discount is forfeited if Buyer's check or payment is returned for any reason. All returned checks are subject to Shaw's then current check return charge. Shaw may withhold shipment of orders if payment is not received at the invoice "remit to" address in accordance with the terms of each Invoice. If any monies are or become due to Buyer from Shaw or any entity owning, owned by or under common ownership as Shaw, then Shaw may be offset and/or reduce any such amounts owed by the amount of money that Buyer owes Shaw for any reason. If Buyer elects to receive invoices through electronic means, then the Buyer will be responsible for providing and updating an email address for receipt of invoices. If Buyer agrees to electronic receipt of invoices, the same terms and conditions will apply. 

7. Taxes. Buyer assumes exclusive liability for any and all taxes, tariffs, fees, duties, withholdings or like charges, whether domestic or foreign, now imposed or hereafter becoming effective ("Taxes") related to the Product and its purchases from Shaw (other than those based on the net income of Shaw), including without limitation, federal, provincial, state and local taxes, value-added taxes, goods and services taxes, stamp, documentary, excise or property taxes, duties and other governmental charges.

8. Limited Warranty. Provided that a Product is not altered or damaged by someone other than Shaw, and for up to one year from the date that Shaw ships the Product to Buyer, Shaw hereby warrants that such Product (other than Promotional or Irregular Goods, as described below) shall (i) conform to Shaw's published specifications and generally released consumer/end-user limited warranty coverage terms, subject to reasonable variations, manufacturing tolerances, the occurrence of non-material or minor separations and appearance deviations, and (ii) for authorized resellers of Shaw, shall be merchantable for ordinary purposes for which such Product is intended to be used. Notwithstanding the foregoing, once a Product has been installed, such Product is deemed accepted by Buyer and no warranty shall apply for color, characteristics, cut, fit or appearance related claims. As Buyer's sole and exclusive remedy for a breach of the above warranty and at Shaw's sole discretion, Shaw will either replace or repair a Product that does not conform to an applicable Shaw warranty; provided, however, that Shaw shall not be responsible to replace or repair a Product which has been damaged or altered by Buyer or its customers. With respect to a Product sold as "Promotional" or "Irregular" Goods by Shaw, including, without limitation, drops, discontinued items, seconds or the like, such Product is sold to Buyer "AS IS/WHERE IS" without any warranty of any kind except as otherwise expressly agreed to or published by Shaw. EXCEPT AS SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHAW MAKES NO OTHER WARRANTIES FOR A PRODUCT OR UNDER THIS AGREEMENT AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR USE. For consumers and installers who as Buyers believe that a warranted Product is defective, such persons should return the Product to the dealer or installer from whom they purchased the Product for inspection and consideration as to warranty coverage (including possible replacement). All Buyers must inform Shaw, by providing within the applicable warranty or statutory period, complete and specific itemized detail of all claims in warranty or at law that such Buyer may have for such warranty or statutory remedy to be applicable.

9. Indemnity; Liability Limitation. Buyer hereby agrees to indemnify, reimburse in full, defend and hold harmless Shaw, its parent, subsidiaries, affiliates, officers, directors, personnel and agents from and against any and all liability, claims, suits, actions, losses, costs or expenses including (without limitation) reasonable attorneys' fees relating to or arising out of any claim or demand (a)for any Taxes or related penalties and interest, (b)due to Buyer's breach of the Sale Agreement; (c)that Buyer's customers or a third party may make against Shaw based upon or arising from damage due to the acts and/or omissions of Buyer or due to the installation of a Product; (d)related to the failure of any payment sent or made by Buyer to be honored or to satisfy the requirement of this Agreement; (e)for infringement or misappropriation of a third party's intellectual property rights based upon Shaw's incorporation of any designs, formulas or specifications in a Product where such designs, formulas or specifications have been specifically ordered or requested by Buyer. To the maximum extent allowable under applicable law and excluding those liabilities that by law Shaw cannot limit or disclaim, (i)Shaw's aggregate liability arising from or relating to this Sale Agreement or a Product, regardless of the cause of action asserted, is limited to the amount paid by Buyer to Shaw for the applicable Product and (ii)Shaw shall not be liable for any special, incidental, consequential, indirect, or punitive damages, including without limitation, lost revenues, loss of use of the Product, loss resulting from improper storage, processing, padding/cushion, delay in delivery or shipment or errors in shipment or labeling, loss of data, or the cost of any substitute Product or related equipment, even if Shaw has been advised of the possibility of such damages. 

10. Trademarks. For each Buyer who has otherwise been authorized by Shaw to resell or distribute Shaw Product, Shaw hereby grants to such Buyer a nonexclusive, nonassignable, royalty-free license to use the now and hereafter existing trademarks, trade names, copyrighted materials, logos, slogans, designs and distinctive advertising marks of Shaw applicable to the Product (collectively, the "Marks") solely in connection with the advertisement, promotion, sale and distribution of a Product by Buyer and in accordance with all guidelines and instructions from Shaw regarding such use. Buyer shall not use the Marks in any manner likely to confuse, mislead or deceive the public, or to be injurious or inimical to the best interests of Shaw. Shaw shall retain sole ownership of all goodwill associated with the Marks and each Product, as represented and symbolized by the Marks.

11. Export Restrictions. Buyer shall not export or re-export a Product in violation of any applicable laws or regulations of the United States or the country in which Buyer obtained them.

12. Cancellation. Shaw may cancel or terminate a Sale Agreement in whole or in part at any time by giving oral or written notice of such to Buyer. Cancellation or termination by Shaw shall not constitute a waiver or release of any other rights and remedies of Shaw in contract or provided by law or at equity.

13. Entire Agreement; Modifications. Each Sale Agreement constitutes the entire agreement between Shaw and Buyer with respect to the subject matter thereof, and supersedes all prior oral or written agreements. The Sale Agreement may not be amended or modified, except by a further written agreement signed by an authorized representative of Shaw. Shaw reserves the right to make reasonable changes to a Sale Agreement, including changes as to packaging, testing, specifications, designs and delivery schedules. The terms and conditions of any purchase order or other instrument issued by Buyer or its agent in connection with this Sale Agreement or a Product that is in addition to or inconsistent with the terms and conditions of this Agreement are null and void and shall not be binding on Shaw. 

14. Governing Law. Each Sale Agreement shall be governed and construed in accordance with the laws of the State of Georgia, without reference to any conflicts of law principles. Any litigation instituted by Buyer against Shaw that pertains in any manner to this Agreement must be instituted in the Superior Court of Whitfield County, Georgia or the United States District Court, Northern District of Georgia, Rome Division. Any such litigation instituted against Buyer by Shaw may, at Shaw's option, be instituted in the courts above identified for the State of Georgia or in the state in which Buyer maintains its principal place of business. The U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Sale Agreement. If any term, provision or condition of a Sale Agreement is held invalid or unenforceable, the same shall not invalidate or otherwise affect any other provision thereof. Any reproduction of this Sale Agreement by any reliable means shall be deemed an original. Notices provided from Buyer to Shaw shall be in writing; notices provided from Shaw to Buyer may be given verbally or in writing. The parties have required that this Sale Agreement and all related documents be drawn up in the English language. Les parties conviennent et exigent expressement que ce Contrat et tous les documents qui s'y rapportent soient rediges en anglais.

15. Attorneys' Fees. In the event legal action is undertaken by Shaw to collect any amounts due to Shaw by Buyer hereunder and if Shaw prevails in such action, then Buyer shall reimburse Shaw for its reasonable attorney fees and costs incurred in conjunction with such action, which amount shall not exceed the maximum amount allowed by law of the forum in which such action is brought.

16. Assignment. Buyer shall not assign, transfer or sublicense this Sale Agreement, or any rights or obligations herein, without the prior written consent of Shaw. Any assignment or attempt to assign this Sale Agreement, in whole or in part, by operation of law or otherwise, without Shaw's prior written consent shall be null and void. Shaw shall have the right to assign, transfer or sublicense all or any part of this Sale Agreement to another at any time and without the consent of Buyer.

17. Confidential Information. Buyer agrees to receive and hold Confidential Information of Shaw in trust and in strictest confidence and shall not use, reproduce, distribute, disclose or otherwise disseminate any Confidential Information except as necessary to perform its obligations hereunder. Disclosures of the Confidential Information may be made only to Buyer's employees and agents who have a specific need to know and are subject to confidentiality restrictions at least as restrictive as those contained herein. "Confidential Information" means confidential information relating to the business, products and services of Shaw, which is or has been disclosed to Buyer, and which has value to Shaw and is not generally known to Shaw's competitors, including (without limitation), information regarding product specifications and product plans, designs, costs, prices, finances, marketing plans, business opportunities, personnel, R&D activities and know-how.



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