Terms and Conditions of Sale

1. GENERAL

All orders for products and services (“Product(s)”) placed by a customer (“Customer”) and received by SiteOne Landscape Supply, LLC or any of its subsidiaries or affiliates (“SiteOne”), whether placed online, at a store location, or over the phone (each, an “Order”) are subject to these Terms and Conditions of Sale (“Terms”), the terms and conditions set out in the SiteOne Order Acknowledgment (as defined herein), and any additional terms and conditions provided by SiteOne in connection with such Order (including, without limitation, in Product-specific documentation or price sheets).

2. ORDER CONFIRMATION AND ACCEPTANCE 

Orders are accepted by SiteOne when SiteOne provides Customer with written confirmation that an Order has been accepted, whether such confirmation is provided via email, in-store order confirmation, or written acceptance of a quote (each, an “Order Acknowledgement”). For Orders placed online, Customer will also receive a “ready for pick-up/delivery” email when the respective Order is ready. Customer may place Orders as a guest without creating an account. If Customer chooses to place an Order through SiteOne’s customer account portal (the “Portal”), Customer may be required to create a login and password to access such Portal. Customer represents and warrants that Customer will use a unique username and password to access the Portal. Customer is responsible for keeping its username and password confidential and is responsible for all use of Customer’s account. Customer is not permitted to share account login credentials with anyone other than authorized users of its account. To maintain account security, SiteOne recommends that Customer change its password regularly. If Customer suspects that the security of its account has been compromised or that unauthorized activity has occurred on its account, it should immediately change its password and notify SiteOne of the unauthorized activity at 1-800-SITEONE (1-800-748-3663). SiteOne does not have access to Customer’s password and is unable to retrieve the password if misplaced. Customer is responsible for all activity occurring on its account, including any misuse of its account or the Portal through Customer’s account. Customer may not use anyone else’s account unless Customer has obtained such party or individual’s prior written consent. 

3. PROMOTIONAL OFFERINGS 

From time to time, SiteOne may offer certain promotional purchases, flash sales or holiday sales (the “Promotional Offerings”). Customer acknowledges and agrees that any such Promotional Offerings are offers only and do not create a binding sale unless Customer submits an Order during the Promotional Offering and receives an Order Acknowledgement. Promotional Offerings are subject to a “close-by” date determined by SiteOne in its sole discretion. All Orders for Products subject to a Promotional Offering must be submitted by Customer prior to the “close-by” date for Customer to receive the promotional pricing offered. Following the applicable “close-by” date, prices for Products will return to the full, non-discounted purchase price. For example, if a Black Friday sale offers a discount and has a close-by date of December 15th, Orders must be received no later than December 15th to qualify for the promotional discount. Thereafter, the price of Products will return to the original, non-discounted price. Promotional Offerings are available for online purchases only. SiteOne may discontinue or revise Promotional Offerings at any time without notice. 

4. PRICES

Customer shall pay the prices quoted by SiteOne or associated with the listed Product, all taxes (sales, use, excise, and/or others incurred through commercial transaction) and delivery fees, and other charges stated in any special terms and conditions for a specific Product, and, where applicable, all charges for Customer-requested special packaging, design or specifications. Prices stated on any Order Acknowledgement shall prevail in the event of any discrepancy. Prices are subject to adjustment without notice to conform to prices in effect on the date of Order shipment. Pricing provided in SiteOne’s quote and/or Order Acknowledgment assumes that SiteOne’s raw material (including compounds), energy, labor, and transportation costs (including tariffs/duties) will remain relatively stable for the duration of the shipments.  SiteOne reserves the right to modify prices for accepted Orders upon a material increase in any of such costs.

5. PAYMENT

Some Orders may require a deposit or down payment before SiteOne will process the Order. Any such deposits will be collected at the time of Order submission. SiteOne determines the amount of the deposit, which may range from ten percent (10%) to one hundred percent (100%) of the respective order total, at the time of purchase. Unless specific credit terms are approved by SiteOne, all payments must be made in advance of Product shipment. If credit is approved, unless otherwise specified in the Order Acknowledgment, payment shall be due thirty (30) days from the date of invoice. A FINANCE CHARGE EQUAL TO THE LESSER OF 1.5% PER MONTH OR THE MAXIMUM AMOUNT PERMITTED BY APPLICABLE LAW WILL BE ADDED TO THE UNPAID BALANCE ON ALL ACCOUNTS NOT PAID IN FULL ON OR BEFORE THE DUE DATE. THE MAXIMUM FINANCE CHARGE IS EQUIVALENT TO AN ANNUAL PERCENTAGE RATE OF 18%. Accounts not paid in full according to established credit or payment terms shall be considered in default.  SiteOne shall have and retain a purchase money security interest (“PMSI”) in all Products sold to Customer, and in all proceeds from the disposition thereof, to secure payment for the purchase price of such Products, and Customer shall cooperate with and assist SiteOne in perfecting such security interest. SiteOne may, at its discretion, reclaim the Products under PMSI, lien or take any other action that may be permitted under applicable law. Customer grants SiteOne the right to collect all accounts receivables that occur from Customer’s sale of such Products. Customer shall furnish, upon demand by SiteOne, copies of all invoices covering sales of such Products so that SiteOne may notify the purchaser thereof of this assignment. Credit approval is subject to revocation in SiteOne’s sole discretion, including upon discovery of changes in the Customer’s financial condition, previously undisclosed information, or other circumstances which, as determined in SiteOne’s reasonable discretion, could adversely affect Customer’s creditworthiness. Stoppage in transit is authorized. Upon revocation of credit, Customer shall be required to pay for Products in advance of shipment.

6. DELIVERY AND SHIPMENT

Transportation terms and charges shall be according to the special terms and conditions stated on price sheets or SiteOne quotes provided in writing by SiteOne. Delivery dates stated on any Order Acknowledgment shall prevail in the event of any discrepancy. Notwithstanding the foregoing, Customer acknowledges and agrees that delivery dates stated in an Order Acknowledgment are estimates only and will not be binding upon SiteOne. SiteOne’s responsibility for transportation shall be limited to shipping Products to Customer. All costs of delivery are the responsibility of Customer and are in addition to the fees due for the Product. Customer is responsible for making independent arrangements and for contacting Customer’s sales representative for a delivery quotation. Due to circumstances beyond SiteOne’s control, many jobsite deliveries are not able to be serviced directly by SiteOne, and LTL orders on fragile items may not be accepted. Any excess costs for transportation, including special handling costs, will be charged to the Customer, in addition to Product prices. Risk of loss, damage, and title transfers pursuant to INCOTERMS® 2020 or shipping terms applicable for each Product shipment, which may be set forth in the Order Acknowledgement; provided, if the foregoing are not determinable, then risk of loss, damage, and title transfer when SiteOne tenders Product to the carrier. All Customer claims related to Product shipping or delivery (including for missing, incorrect, or damaged Products or damage occurring during Product delivery) must be received by SiteOne in writing within five (5) days from the date of delivery. Delay or refusal to accept delivery without just cause is deemed a default by the Customer of these Terms.

7. QUANTITY TOLERANCE

Quantities shall be subject to standard industry shipping tolerances or other special terms and conditions of sale for that Product. The quantity stated on the invoice will be the final quantity shipped. Customer must state any shortage in writing on the carrier’s freight receipt at time of delivery. Customer claims for shipping shortages must be received by SiteOne in writing, within five (5) business days from date of invoice.

8. CANCELLATION

All orders are non-cancelable and non-refundable except as otherwise approved by SiteOne in its sole discretion.  If Customer cancels an Order, SiteOne may charge Customer a restocking and cancellation fee and retain any deposit amounts. If SiteOne elects to retain the deposit, such deposit amount is forfeited by Customer and non-refundable. If SiteOne cancels an Order, it will refund deposit amounts to Customer.  Products completed or in process at time of requested cancellation are subject to a cancellation charge of 100% minus the scrap value of the Products as determined by SiteOne in its sole discretion.

9. RETURNS

SiteOne’s return policy is available at https://www.siteone.com/en/returns and is incorporated herein by reference. Please review the return policy for further information regarding in-store and online returns.  

10. ERROR, CONTRADICTION OF TERMS, ADJUDICATION

SiteOne reserves the right to correct any clerical or stenographic errors made in the preparation of Order Acknowledgments and/or invoices. In the event any of these Terms are declared invalid by a court of competent jurisdiction, all other terms and conditions contained herein shall remain in full force and effect.

11. DISCLAIMERS

(a) Customer understands and acknowledges that, except with respect to SiteOne private labeled products, SiteOne only sells third party manufactured Products and does not manufacture any of the Products. Any warranties offered by SiteOne with respect to SiteOne private labeled products will be included within the product documentation and are the sole and exclusive warranties offered with respect to such private labeled products. Except as otherwise expressly set forth herein, SiteOne does not make any warranties regarding, and shall have no obligation with respect to, any Products purchased by Customer hereunder, including without limitation, those Products that: (i) are not manufactured by SiteOne; (ii) have been repaired or altered by someone other than SiteOne; (iii) have been subject to misuse, abuse, neglect, intentional misconduct, accident, unauthorized modification or alteration, use beyond rated capacity, a force majeure event, or improper, or a lack of, maintenance; (iii) are comprised of materials provided by, or designed pursuant to instructions from, Customer; (iv) have failed due to ordinary wear and tear; or (v) have been exposed to adverse operating or environmental conditions.  Third-party Products are warranted only to the extent of the original manufacturer’s warranty, if any, and only to the extent such manufacturer permits SiteOne to pass any third-party warranty through to Customer.

(b) Customer is solely responsible for determining the fitness and suitability of Products for the use contemplated by Customer.  Customer shall ensure that (i) the Products are used in accordance with their instructions and only for the purposes and in the manner for which they were designed and intended; (ii) all persons likely to use or come into contact with the Products receive appropriate training and copies of applicable instructions and documentation supplied by SiteOne or the relevant product manufacturer; (iii) all third parties who use or may be affected by or rely upon the Products are given full and clear warning of any hazards associated with them or limitations of their effectiveness and that safe working practices are adopted and complied with; (iv) any warning notices displayed on the Products are not removed or obscured; and (v) any third party to whom the Products are supplied agrees not to remove or obscure such warning notices.  CUSTOMER ASSUMES ALL RESPONSIBILITY FOR ANY AND ALL LOSS, DAMAGE, OR INJURY TO PERSONS OR PROPERTY ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE USE OF PRODUCTS, EITHER ALONE OR IN COMBINATION WITH OTHER PRODUCTS OR COMPONENTS.

(c) THE WARRANTIES OFFERED BY SITEONE FOR THE PRIVATE LABELED PRODUCTS AND THE WARRANTIES OFFERED BY THE APPLICABLE THIRD PARTY MANUFACTURER FOR ALL OTHER PRODUCTS, WHERE APPLICABLE, ARE THE SOLE AND EXCLUSIVE WARRANTIES WITH RESPECT TO PRODUCTS, AND ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AGAINST INFRINGEMENT, AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, USAGE OF TRADE, AND FITNESS FOR A PARTICULAR PURPOSE.  Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to Customer if prohibited by applicable law.  THE REMEDIES PROVIDED IN THIS SECTION 11 ARE CUSTOMER’S SOLE REMEDIES FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO PRODUCTS. CUSTOMER MUST BRING ANY AND ALL WARRANTY CLAIMS DIRECTLY WITH THE RELEVANT PRODUCT MANUFACTURER, AND NOT WITH SITEONE.  

(d) HARDSCAPE PRODUCTS, INCLUDING WITHOUT LIMITATION, PRODUCTS CONTAINING STONE, BRICK OR SLATE (COLLECTIVELY, NATURAL PRODUCTS”) ARE SOLD BY SITEONE AS-IS, WITHOUT WARRANTY OF ANY KIND. NATURAL PRODUCTS CONTAIN NATURALLY FORMED MINERAL OR PETRIFIED MATTER PRODUCED IN NATURE AND AS SUCH MAY VARY IN SIZE, SHAPE, AND COLOR AND HAVE AESTHETIC DIFFERENCES FROM PRODUCT IMAGES FEATURED ONLINE OR IN PRODUCT DOCUMENTATION. CUSTOMER ACKNOWLEDGES AND AGREES THAT SITEONE IS UNABLE TO CONTROL SUCH DISCREPANCIES IN NATURAL PRODUCTS AND THAT ALL SUCH PRODUCTS ARE SOLD AS-IS. CONSIDERABLE VARIATIONS MAY INCLUDE, WITHOUT LIMITATION, VARIATION IN COLOR, TEXTURE, SIZE, AND CLEFT. SAMPLES, SAMPLE PANELS, BROCHURES, PHOTOGRAPHS, COMPUTER-GENERATED PICTURES, AND ITEMS VIEWED ON THE INTERNET ARE PROVIDED FOR CONVENIENCE ONLY, AND MAY NOT ACCURATELY REFLECT THE FEATURES OF NATURAL PRODUCT THAT CUSTOMER RECEIVES. LABORATORY TESTS, IF CONDUCTED, ARE PERFORMED ON SMALL SAMPLES AND CANNOT BE TOTALLY ACCURATE BECAUSE OF THE LIMITED SCALE OF THE TESTS. CUSTOMER MAY NOT RETURN NATURAL PRODUCTS DUE TO DEVIATION IN SIZE, COLOR AND/OR SHAPE, AND SUCH PRODUCTS ARE SOLD TO CUSTOMER “AS-IS,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NATURAL PRODUCTS ARE SOLD AS RAW MATERIALS AND NOT SOLD AS INSTALLED PRODUCT. LICENSED INSTALLERS AND COMPANIES THAT DESIGN INSTALLATION SYSTEMS MAY PROVIDE WARRANTY INSTALLATIONS IN THEIR SOLE DISCRETION AND CUSTOMER ACKNOWLEDGES AND AGREES THAT SITEONE MAKES NO WARRANTIES WITH RESPECT TO INSTALLATION OF NATURAL PRODUCTS. SITEONE SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY LOSS RESULTING FROM OR ARISING OUT OF THE USE OF ANY THIRD PARTY PRODUCTS OR INSTALLATION PROVIDERS. SITEONE DOES NOT RECOMMEND THE USE OF ACIDS, CHEMICAL SEALERS, OR ICE MELT PRODUCTS WITH NATURAL PRODUCTS AND CUSTOMER ASSUMES ALL RISKS RESULTING FROM THE USE OF ACIDS, SEALERS, ICE MELT OR CLEANING PRODUCTS. CUSTOMER IS REQUIRED TO FOLLOW THE APPLICABLE MANUFACTURER’S INSTRUCTIONS PRIOR TO USING ANY SUCH PRODUCTS. CUSTOMER MUST USE SAFETY GLASSES AND GLOVES TO PROTECT CUSTOMER’S EYES AND HANDS AND WEAR PROTECTIVE CLOTHING TO COVER ALL EXPOSED SKIN WHEN CUTTING AND TRIMMING STONE OR ANY OTHER NATURAL PRODUCT. SITEONE DOES NOT RECOMMEND DRY SAWING NATURAL PRODUCTS INCLUDING STONE BECAUSE THE DUST MAY CONTAIN CRYSTALLINE SILICA WHICH MAY BE A POTENTIAL HEALTH HAZARD. ACCORDINGLY, USE OF A WET SAW IS RECOMMENDED.

(e) CUSTOMER ASSUMES ALL RISKS ASSOCIATED WITH DELIVERY OF PRODUCTS, AND, TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW, SITEONE DISCLAIMS ALL LIABILITY ARISING FROM PRODUCT DELIVERY, PLACEMENT OR INSTALLATION, INCLUDING BUT NOT LIMITED TO DAMAGE TO PROPERTY OR INJURY TO PERSONS OCCURRING DURING DELIVERY. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS ARISING DURING OR FROM PRODUCT DELIVERY OR INSTALLATION. CUSTOMER ACKNOWLEDGES THAT SITEONE PROVIDES DELIVERY ON AN “AS-IS” BASIS AND DELIVERY IS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED. SITEONE DISCLAIMS ALL LIABILITY FOR THE ACTS OR OMISSIONS OF THIRD-PARTY DELIVERY SERVICES OR COMPANIES.

12. INDEMNITY AND LIMITATION OF DAMAGES

(a) Customer shall defend, indemnify and hold harmless SiteOne, its third party suppliers, and their respective officers, directors, employees, subcontractors and agents (each individually, an "Indemnified Party") from and against any and all claims, suits, liabilities, damages, settlements, charges, taxes and any other losses or expenses (including reasonable attorneys’ fees) (collectively "Claims") for physical injury to, illness or death of, any third party regardless of status and damage to or destruction of any tangible property which the third party may sustain or incur, to the extent such Claims relate to or arise out of the Products; except for such Claims relating to or arising out of a final judgment of gross negligence or willful misconduct of the Indemnified Party. Customer shall further defend, indemnify and hold harmless any Indemnified Party from and against any and all Claims for physical injury to or damage to or destruction of any tangible property arising out of or related to delivery of the Products or presence of SiteOne equipment, personnel or contractors; except for such Claims relating to or arising out of a final judgment of gross negligence or willful misconduct of the Indemnified Party. In any action, suit or proceeding brought against an Indemnified Party by reason of any such claim as specified above, Customer will defend such action, suit or proceeding by counsel of its choice, at the sole expense of Customer. Indemnified Party will provide Customer with written notice of the claim. Customer will not settle any Claims without first obtaining the Indemnified Party’s prior, written consent to settlement.  

(B) TO THE FULLEST EXTENT PERMITTED BY LAW, SITEONE SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, DELAY/LIQUIDATED, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, THE LOSS OF PROFITS OR REVENUE, LOSS OF USE OF ANY EQUIPMENT, PRODUCT VARIATIONS, INABILITY TO INSTALL PRODUCTS AS INTENDED, DOWN TIME COSTS, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, COST OF PURCHASED OR REPLACEMENT PRODUCTS, OR CLAIMS OF CUSTOMERS OF ANY THIRD PARTY FOR SUCH DAMAGES.

(C) TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SITEONE’S TOTAL, AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND/OR PRODUCTS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNT PAID BY CUSTOMER FOR THE APPLICABLE PRODUCTS UNDER THE APPLICABLE ORDER SUBJECT TO THE CLAIM AND PURCHASED IN THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. CHOICE OF LAW; VENUE

These Terms and the sale of Products are governed and interpreted by the laws and regulations of the State of Georgia, U.S.A, without regard to its conflicts of laws principles.  Each party hereby (a) submits to personal jurisdiction in the State of Georgia for the enforcement of these Terms or any action arising out of or related to the purchase or use of Products made pursuant to these Terms, and (b) waives any and all personal rights under the law of any state to object to jurisdiction within the State of Georgia, for the purposes of litigation to enforce these Terms or any cause of action related to the purchase or use of Products purchased under these Terms. The Superior Court of Fulton County, Georgia, or the nearest federal court located thereto, shall have the exclusive jurisdiction and venue over all disputes arising under these Terms. The application of the United Nations Convention on Contracts for the International Sale of Goods does not apply.

14. CALIFORNIA PURCHASES 

The following is a notice to residents of California regarding Proposition 65: California’s Proposition 65 entitles California consumers to special warnings for products that contain chemicals known to the State of California to cause cancer and birth defects or other reproductive harm if those products expose consumers to such chemicals above certain threshold levels. WARNING: Some Products offered by SiteOne from time to time may contain chemicals that are known to the State of California to cause cancer and birth defects or other reproductive harm and may be included on the Prop 65 chemical list. If Customer needs additional information to make purchase of Products, please contact SiteOne at 1-800-SITEONE and SiteOne will respond as soon as possible to provide Customer with the information we possess about the materials within the Products, or will direct Customer to the applicable third-party manufacturer. For more information on Proposition 65, please visit http://oehha.ca.gov/prop65/background/p65plain.html. To learn more on lead-related FAQs, visit http://www.atsdr.cdc.gov/toxfaqs/tf.asp?id=93&tid=22. The California Transparency in Supply Chains Act of 2010 requires retailers and manufacturers doing business in California with sales of a certain amount to disclose measures used to track possible slavery and human trafficking in their supply chains.

15. MISCELLANEOUS

(a) SiteOne shall not be liable for failure to meet its obligations set forth in the Terms if such failure is a result of circumstances beyond SiteOne’s reasonable control.

(b) Any designs, manufacturing drawings or other information submitted to Customer remain the exclusive property of SiteOne or the applicable third-party manufacturer.  Customer shall not, without SiteOne’s prior written consent, copy such information or disclose such information to a third party.

(c) These Terms and the Order Acknowledgement constitute the entire agreement between the parties and supersede all other communications between the parties relating to the subject matter of these Terms.  SiteOne’s quotations are offers that may only be accepted in full.  No conditions, usage or trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain, reject, or supplement these Terms or Order Acknowledgement shall be binding unless made in writing and signed by both parties, expressly and specifically referencing these Terms, and no modification or objection shall be caused by SiteOne’s receipt, acknowledgment, or acceptance of purchase orders, shipping instruction forms, or other documentation containing different or additional terms to those set forth herein.

(d) Customer shall comply with applicable laws and regulations relating to anti-corruption, including, without limitation, (i) the United States Foreign Corrupt Practices Act (FCPA) (15 U.S.C. §§78dd-1, et. seq.) irrespective of the place of performance, and (ii) laws and regulations implementing the Organization for Economic Cooperation and Development’s Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the U.N. Convention Against Corruption, and the Inter-American Convention Against Corruption in Customer’s country or any country where delivery of Products will occur.

(e) Customer agrees to comply with all United States laws, regulations, or orders applicable to its purchase of Products hereunder, including, if applicable, all requirements of the International Traffic in Arms Regulations and/or the Export Administration Act, as may be amended. Customer further agrees that if export laws are applicable to its purchase of Products hereunder, it will not disclose or re-export any technical data received under this order to any countries for which the United States government requires an export license or other supporting documentation at the time of export or transfer, unless Customer has obtained prior written authorization from the United States Office of Export Control or other authority responsible for such matters.

(f) No waiver by either party with respect to any breach or default or of any right or remedy and no course of dealing, shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver is expressed in a writing signed by both parties, specifically referencing these Terms.

(g) Nothing in these Terms confers upon any person other than SiteOne and Customer any right or remedy under or by reason of these Terms. Nothing in these Terms shall be deemed to convey to Customer any title to or ownership in any of the intellectual property contained within Products and/or the Portal, in whole or in part, which are reserved and retained exclusively by SiteOne and its licensors.

(h) Customer acknowledges and agrees that these Terms may be executed electronically. Accordingly, Customer agrees that by placing an Order which expressly incorporates these Terms or signing an Order electronically, Customer consents to be legally bound to these Terms, pursuant to the Uniform Electronic Transactions Act (UETA) and the ESIGN Act.