Website Terms and Conditions of Purchase

  1. General. All sales of products and services (“Products / Services”) by a vendor (“Vendor”) to or on behalf of SRS Distribution Inc. and each of its subsidiaries and affiliates (“Business”) (each of the Vendor and the Business, a “Party,” and collectively, the “Parties”), are subject to these standard Vendor Terms and Conditions (“Terms”), and the Terms are incorporated into any verbal or written agreement (the “Agreement”) between the Parties relating to the Products/Services. The Terms supersede all prior or contemporaneous understanding, agreements, and communications between the parties relating to the matters covered herein. All terms included on any Vendor provided invoice, statement, contract, purchase order, or other sale document (“Vendor Sale Document”) are specifically excluded and in the event of any conflict between specific provisions of the Vendor Sale Document and the terms hereof, the Terms govern. 
  2. Master Agreement. If the Parties have executed a separate written agreement covering the Products and/or Services governed by a purchase order, including but not limited to, a Master Products and Services Agreement, the terms of that agreement will prevail over the terms of any purchase order or any other agreement in the event of conflict.
  3. Strict Compliance. Time is of the essence. Vendor shall perform in strict compliance with the terms of any specific purchase order.
  4. Force Majeure. A party will be excused from a failure or a delay in performance to the extent caused by events beyond its reasonable control. The party claiming force majeure must (a) make reasonable efforts to remove the cause of its inability to perform or its delay in performance, and (b) give prompt written notice to the other party specifying its nature and anticipated duration. Vendor’s economic hardship and changes in market conditions are not force majeure events.
  5. Termination. Business may terminate the Agreement with Vendor for Business’s convenience, in whole or in part, at any time prior to shipment or performance of services by (written or electronic) notice to Vendor. Upon receipt of such termination notice, Vendor shall promptly comply with the directions contained in such notice and shall, as required, (a) take action necessary to terminate the work as provided in the notice, minimizing costs and liabilities for the terminated work, and (b) continue the performance of any part of the work not terminated by Business. Additionally, if Vendor fails to comply with these Terms, Business may, in addition to all other remedies available, terminate or restrict any purchase or payment immediately upon notice to Vendor.
  6. Code of Conduct. To the extent applicable, Vendor warrants that the Products and Services are produced in compliance with (i) all applicable requirements of the Fair Labor Standards Act, as amended, including Sections 18 and 28 thereof, and of regulations and orders of the United States Department of Labor issued under Section 6 thereof; (ii) the Occupational Safety and Health Act; (iii) all federal civil rights, equal opportunity, discrimination, harassment, retaliation, and other workplace laws, including but not limited to Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, the Americans with Disabilities Act, as amended, and the Family and Medical Leave Act, as amended; (iv) the Immigration Reform and Control Act and other applicable immigration laws; (v) related state and local laws; and (vi) the workers’ compensation laws. Vendor represents and warrants that Vendor, its company personnel and its contractors are not engaged in and will not engage in any labor practice in violation of the laws or regulations of the country of manufacture or assembly of the products including unsanitary and/or unsafe labor conditions. If Business determines that Vendor, its company personnel or its contractors have failed to comply with the foregoing, Business will be entitled to immediately terminate Agreement without liability. The Business’ Code of Conduct (the “Code”) is an Integral part of the Agreement, and Vendor, its personnel and its contractors agree to abide by the terms of the Code. The Business Code of Conduct can be found at https://ir.homedepot.com/~/media/Files/H/HomeDepot-IR/2024/bcce-eng-jan-2024.pdf.


  1. Export Controls. Vendor shall comply with all applicable export control, economic sanctions, and anti-corruption laws, including, without limitation, the U.S. Export Administration Regulations, the regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), and applicable anti-bribery laws. Vendor shall not, directly or indirectly, export, re-export, transfer, or make available any goods or services in violation of such laws, including to any sanctioned or restricted party or to or within any comprehensively sanctioned country or region. Vendor represents and warrants that it is not a sanctioned or restricted party and is not owned or controlled by any such party. Vendor further represents and warrants that it has not and will not offer, promise, or provide any unlawful bribe, kickback, or other improper payment or benefit in connection with this Agreement. Vendor shall promptly notify Company of any actual or suspected violation of this Section.


  1. Insurance Requirements. Vendor will maintain at all times while providing Products or Services to Business, at Vendor’s own cost and expense, commercial general liability insurance with minimum coverage limits of $5,000,000 per occurrence and $10,000,000 in aggregate, including products liability, completed operations and contractual liability coverage, all on an occurrence basis for property damage and bodily injury or death. Vendor’s insurance policies must be with companies that have an A.M. Best Co. rating of “A” or better. The insurance coverage required under the Agreement must be occurrence coverage and maintained by each Vendor for a minimum period of five (5) years following any purchase by Business or, in the case of products being provided by Vendor, as long as the products are still held by Business for resale or use, whichever is longer. Alternatively, claims made coverage is acceptable with automatic five (5) year tail coverage. Vendor will deliver to Business, prior to shipping products or performing services for or on behalf of Business and anytime upon request, a Certificate of Insurance including “SRS Distribution Inc. and its subsidiaries, affiliates, parent entities, directors, officers, agents and employees under the Vendor’s Additional Insured coverage.”
  2. Acceptance. Business will have a reasonable period of time after performance within which to inspect and accept the Products and/or Services. Receipt of, or payment for, the Product(s) and/or Services shall not constitute acceptance and will not affect Business’s remedies.
  3. Payment. Vendor will invoice Business for the amounts due hereunder within 120 days of the Product shipment date or Services performance date or waive its right to payment for the same. Except as otherwise set forth herein, Business will pay all undisputed amounts within forty-five (45) days of the later of the date of (a) receipt of the applicable invoice, or (b) Product delivery or performance of Services. Business reserves the right to offset any amounts owed by Vendor (or its affiliates) to Business hereunder.
  4. Pricing. If Vendor reduces its regular selling price for any Product or Services, Vendor agrees to apply the reduced price to all purchase orders immediately upon announcement, regardless of shipment status. Price protection also shall be provided on special quotations issued by Vendor with a valid quote number and shall be good for 120 days from date of quotation. Subject to the foregoing, unless otherwise agreed by Business in writing, an increase in the prices specified on any order shall be allowed only to the extent that the same: (a) is based only on material cost increases justified in writing by Vendor, including detailed documentation and third-party verification; and (b) is approved in writing and signed by an authorized officer of Business. Increases will become effective 120 days after Vendor’s receipt of such approval. In no instance shall Business be liable to Vendor in excess of an actual purchase order price, less applicable discounts and/or other deductions, and no interest or other charges including freight charges, shall be recognized or paid by Business upon any such purchase order or a resulting invoice, whether claimed by reason of late payment or otherwise. Vendor warrants that the net prices and warranties are no less favorable to Business than those offered to any other dealer or reseller in the relevant geographic market channel served by Business
  5. Inventions. For new or modified Products or Services, all rights, title, and interest in any and all inventions (including discoveries, ideas, or improvements, whether patentable or not), which are conceived or made during or after the term of any order of Business and (a) arise from Business's information, or (b) are developed specifically for Business, will belong to Business. In the event that Vendor produces works of authorship specifically for Business (“Works”), the same will be deemed “works made for hire” and Business will receive all rights, title, and interest thereto. Vendor agrees to assign, and hereby assigns, to Business and its successors all rights, title, and interest, in and to the Works. Nothing in any purchase order will affect the pre-existing intellectual property rights of the parties.
  6. Audit. Business will have the right to audit and inspect (“Audit”) the records and facilities of Vendor and its agents and contractors used in performance of any purchase order, or relating to the Products and/or Services, to the extent reasonably necessary to determine Vendor’s compliance with such purchase order. Vendor will provide Business or its representative conducting the Audit with reasonable assistance. Business’s Audit, or failure to conduct any Audit, will not release Vendor from any its obligations.
  7. Warranty. Vendor expressly warrants to Business that for the longer of (i) Vendor's standard warranty period and (ii) twelve (12) months from the date of delivery, all goods, services, and materials covered by the Agreement will: (a) for products, be free of defects in workmanship, material and design, and for services, be provided in a professional and workman like manner, in keeping with the highest industry standards for such services, (b) conform to applicable specifications, samples, drawings, designs and other requirements specified by Business (if any), (c) be fit and sufficient for their intended purpose and operate as intended, (d) be merchantable, and (e) be free and clear of any liens, security interests or other encumbrances unknown to Business. The foregoing warranty shall survive Business's inspection, acceptance, use and subsequent sale of all Products and Services covered by the Agreement. Vendor hereby extends to Business any and all warranties received from Vendor's suppliers and agrees to enforce such warranties on Business's behalf. All Vendor warranties shall run to Business, its successors, assigns, customers and users of products sold by Business. Vendor agrees to promptly correct all defects in any all Products and Services covered by the Agreement not conforming to the foregoing warranties or replace such Products or Services, without expense to Business, when notified by Business. In the event of Vendor’s failure to correct or replace such defective or non-conforming Products and/or Services covered by the Agreement, Business may, after reasonable notice to Vendor, make such correction or replacement at Vendor's expense, including seeking another provider and charging Vendor for those Products and/or Services. The foregoing warranties and remedies shall be in addition to any warranties and remedies of additional scope herein or otherwise provided by Vendor to Business or otherwise provided by law, including, but not limited to, any and all warranties and remedies provided in the Uniform Commercial Code as in effect in the applicable State whose laws are chosen by the Parties to govern the Agreement. Payment for all Products and/or Services covered by the Agreement shall not constitute acceptance thereof by Business and such payments shall be deemed to have been made without prejudice to any and all claims Business may have against Vendor.
  8. Indemnification. 
    1. Vendor will indemnify and hold Business, its affiliates and its and their officers, directors, employees, and agents harmless from and against all suits, proceedings at law or in equity, claims, liabilities, costs, payments and expenses (including attorneys' fees) asserted against Business or incurred by Business, arising out of or in connection with 1) the products or services provided by Vendor, including, without limitation, Business’ purchase, use, shipment, storage, delivery, sale, offering for sale, or other handling of Vendor’s products, 2) Vendor’s actual or alleged breach of any of the representations, warranties, guarantees or other terms and conditions contained herein or in the Agreement, or 3) any claim for damages to property or injuries to persons or fines or penalties incurred as a result of or caused by the acts or omissions of Vendor’s employees or agents or Vendor’s products or services.
    2. In addition to the foregoing, if any of Vendor’s products purchased or any part thereof or any services provided by Vendor is alleged or held to constitute infringement, Vendor, at its own expense, will, at Business election (i) procure for Business, its successors, assigns, and customers the right to continue using such products or services, (ii) replace the products with non-infringing items or (iii) only if options (i) and (ii) are impracticable, refund the purchase price for the products and pay all related expenses.
    3. Business shall indemnify, defend and hold Vendor harmless from liability resulting from Business’s breach of this agreement, or any acts or omissions of Business or its employees, but only to the extent such liability is not caused by any acts or omissions of Vendor. Vendor will hold harmless Business from and against any claims made by any of Vendor’s employees, contractors or representatives working in the course and scope of their employment by Vendor or provision of services to Vendor while at any Business location and expressly waives any insulation from liability or immunity from suit with respect to injuries to Vendor’s employees that may be extended to Vendor under any applicable workers’ compensation statute or similar law, unless such claim was the sole and proximate result of the gross negligence and/or willful misconduct of Business. Business will be held harmless from any workers’ compensation liens incurred by such claims. Vendor acknowledges that this provision is a reasonable request from Business in order to give Vendor employees, contractors, and representatives access to Business locations.
  9. Limitation of Liability. In no event will Business’ liability exceed the purchase price of the defective Products and/or Services, and Business will not be liable, whether as a result of breach of contract, warranty, tort (including negligence) or other grounds for special, consequential, incidental or punitive damages, including, but not limited to, loss of profits or revenue, cost of substitute products, facilities or services, downtime costs, delay costs, or claims of customers of Vendor. The term “consequential damages” includes, but is not limited to, cost for labor, loss of anticipated profits, loss of use, loss of revenue, and cost of capital. Nothing contained in the Agreement shall limit the liability of the Vendor.
  10. Costs. In the event Business prevails in any legal action brought as a result of the commercial relationship with Vendor, Vendor will pay Business’s costs and expenses of collection, suit, or other action, including, but not limited to, all actual attorney’s and paralegal’s fees, and collection costs, incurred pre suit, through trial, on appeal, and in any administrative or bankruptcy proceeding. Any cause of action that Business has against Vendor may be assigned without Vendor’s consent to an affiliate of Business. Vendor shall not assign its rights, obligations, or claims under the Agreement, any Vendor Sale Document or these Terms or any contract or agreement with Business without the prior written consent of Business.
  11. Confidentiality. Both Business and Vendor acknowledge that each party may from time to time possess Confidential Information of the other party. As used herein, "Confidential Information" means all information (whether oral, observed, or written) that is marked or treated as confidential, restricted, or proprietary by the other party, including but not limited to customer information, pricing information, product information, employee information, information regarding business planning and operations, and administrative, financial and marketing activities. Each party will protect Confidential Information of the other party with the same degree of care that it uses in protecting its own confidential information, but not less than reasonable care. Neither party will disclose any Confidential Information to any person except those employees who have a need to know and except as otherwise agreed to in writing by the non-disclosing party. Confidential Information will remain the property of the disclosing party and will only be used for the benefit of the disclosing party. Confidential Information does not include information that the receiving party can prove is: (i) received from a third party having a bona fide right to such information and not under an obligation of confidentiality; (ii) developed independently without reliance on any Confidential Information; (iii) publicly known or readily ascertainable through no wrongful act of the disclosing party, or (iv) required to be disclosed by a court of law, provided the disclosing party notifies the receiving party prior to such disclosure. Both parties will return all Confidential Information contained in a tangible form upon termination of its relationship, or at an earlier time at the other party’s request. To the extent there is a separate and free-standing non-disclosure or confidentiality agreement between Vendor and Business in effect, this provision will have no effect.
  12. Disputes. If a dispute arises with respect to the Agreement, the Parties shall in good faith attempt to resolve such dispute. If the dispute is not resolved through good faith negotiations, the Parties agree to submit the dispute to non-binding mediation administered by a mutually agreed mediator. If the dispute is not resolved through mediation within sixty (60) days after initiation, then Business,  in its sole discretion, may elect to resolve the dispute either (a) through binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (“JAMS Rules”), or (b) by filing a lawsuit in a court of competent jurisdiction in the State of Texas. If Business elects arbitration, the arbitration shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. If Business elects litigation, the Parties consent to the exclusive jurisdiction in the State of Texas.


Nothing in the Agreement shall preclude either party from seeking injunctive or other equitable relief from any state or federal court of competent jurisdiction located in the state in which Business’ yard or location making the purchase is located in order to avoid irreparable harm pending arbitration and/or to avoid rendering any arbitration award on the merits from becoming ineffectual or unenforceable. If Business has more than one yard or location involved in the relationship with Vendor regarding the purchase at issue and such yards or locations are located in more than one state, either party may seek injunctive or other equitable relief from any state or federal court of competent jurisdiction located in the state of Texas in order to avoid irreparable harm pending arbitration and/or to avoid rendering any arbitration award on the merits from becoming ineffectual or unenforceable.


  1. Recalls. Vendor shall bear and pay, and shall indemnify Business from and against, any loss, costs or expense associated with any product recall related to any products provided by Vendor (“Product Recall”). Without limiting the foregoing, Vendor shall bear all cost and expense of notifying customers, reporting and liaising with any governmental or safety body, any governmental or safety investigation associated with or leading to a Product Recall, and any of Business’s loss, costs or expenses, including lost profits, associated with any Product Recall. Each Party shall promptly notify the other if it becomes aware that any Product Recall or investigation that may lead to a Product Recall is likely. The Parties shall cooperate and, insofar as necessary or advisable, coordinate their responses and replies to any investigation or Product Recall.
  2. EEO and Notice of Labor Rights. Vendor shall, to the extent they apply, abide by (1) the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a), which prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin and require affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status, or disability; (2) 29 CFR Part 471, Appendix A to Subpart A, and (3) E-Verify.
  3. Privacy.
    1. Definitions. The following terms shall have the following meanings:
      1. “Personal Information” means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with an identified or identifiable individual, household, or device, and includes “personal information,” “personal data,” “sensitive personal information,” “sensitive data, and similar terms as defined under applicable Privacy Laws.
      2. “Privacy Laws” means all applicable privacy, data protection, cybersecurity, breach notification, and data security laws applicable to Vendor’s Processing of Personal Information under the Agreement.
      3. “Processing” means any operation performed on Personal Information.
      4. “Sell” means the exchange of Personal Information for monetary or other valuable consideration, or as otherwise defined under applicable Privacy Laws.
      5. “Share” means sharing, disclosing, or otherwise making available Personal Information to a third party for cross-context behavioral advertising, or as otherwise defined under applicable Privacy Laws.
      6. “Service Provider” means any legal entity that Processes Personal Information on behalf of Business, as Vendor.
    2. Vendor Role and Restrictions. To the extent Vendor receives, accesses, stores, uses, discloses, or otherwise Processes Personal Information in connection with the Agreement, Vendor shall:
      1. act solely as Business’s service provider, processor, contractor, or equivalent role under applicable Privacy Laws with respect to Personal Information;
      2. shall not Sell Personal Information;
      3. shall not Share Personal Information;
      4. shall not collect, retain, use, disclose or otherwise Process Personal Information:
        1. for any purpose (including a commercial purpose) other than for the specific purpose of performing the services, obligations, or actions for the benefit of Business that are specified in the Agreement; or
        2. outside of the direct business relationship between Vendor and Business;
        3. combine Personal Information received from or on behalf of Business with Personal Information received from any other source, except to the extent permitted by applicable Privacy Laws and approved by Business in writing;
      5. shall comply with all applicable Privacy Laws in connection with its Processing of Personal Information, and shall provide reasonable assistance to Business as necessary for Business to comply with Privacy Laws, including with respect to consumer and data subject rights requests (access, deletion, correction, opt-out), data protection assessments, and regulatory inquiries;
      6. shall, upon the request of Business, or as otherwise provided by law, promptly delete any Personal Information from its records and direct any relevant agents, consultants or contractors to delete such Personal Information from their records, unless such action is prohibited by professional obligations, law or regulatory requirement; Vendor shall certify such deletion in writing upon Business’s request.
      7. shall, when Vendor is able to validate that it obtained the Personal Information solely from the relationship between Vendor and Business, promptly notify Business of any requests with respect to Personal Information received from individuals, including requests to access, delete, or change Personal Information. Vendor shall use commercially reasonable means to cooperate with and assist Business in responding to and fulfilling such requests, as applicable. This section shall in no way prohibit Vendor from responding to and fulfilling its obligations to the individual under the applicable law; and
      8. viii.shall promptly refer to Business any inquiries received by Vendor regarding the privacy practices of Business.
      9. shall implement and maintain reasonable and appropriate technical, organizational, and physical security measures designed to protect Personal Information from unauthorized access, disclosure, alteration, or destruction, consistent with applicable law and industry standards;
      10. shall notify Business without undue delay, and in no event later than seventy-two (72) hours, after discovering any actual or reasonably suspected unauthorized access to, acquisition of, disclosure of, or loss of Personal Information; shall promptly investigate, contain, and remediate such incident and cooperate fully with Business in doing so; shall not notify any regulator, individual, customer, or third party regarding an incident involving Business Personal Information without Business’s prior written approval, except to the extent required by applicable law; and shall reimburse Business for reasonable costs and expenses incurred by Business in connection with any such incident arising from Vendor’s acts or omissions; and
      11. shall ensure that any subcontractors, agents, or other third parties to whom Vendor discloses or provides access to Personal Information are bound by written obligations no less protective than those set forth in this Section 21 prior to any such disclosure or access.
    3. Acknowledge. The Parties acknowledge and agree that Business has no knowledge or reason to believe that Vendor is unable to comply with the provisions of these Terms.
  4. Proposition 65. In compliance with Business’s commitment to providing high quality products that comply with all federal, state and local laws, regulations and ordinances, including California’s Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code § 25249.6 et seq. (“Prop 65”) (collectively, “Laws”), Vendor hereby acknowledges, confirms, agrees to and certifies the following:
    1. Any and all goods and materials (including components thereof and all packaging) Vendor manufactures, causes to be manufactured, acquires, or in any way supplies to Business will be manufactured and supplied in compliance with all Laws.
    2. Neither Vendor, nor any of Vendor’s subcontractors or suppliers, will in the manufacture or treatment of any goods or materials (including components thereof and all packaging) supplied to Business, use any of the California Prop 65-listed chemicals, such that a Prop 65 warning may be required, unless such goods, materials, components and packaging have a compliant Prop 65 warning affixed to the item. The Prop 65 list of chemicals is available at https://oehha.ca.gov/proposition-65/proposition-65-list.
    3. Vendor further agrees to defend, indemnify and hold Business harmless from any alleged violations of Prop 65 arising from or relating to any goods and materials (including components thereof and all packaging) supplied by Vendor to Business, using counsel reasonably chosen by Business.
  5. Governing Law. The laws of the State of Texas (disregarding its conflict of law rules) governs this Agreement. Except as provided in Section 18 with respect to injunctive or other equitable relief, any legal proceeding shall be instituted in the State or Federal courts of the State of Texas; Vendor irrevocably submits to the jurisdiction of such courts.
  6. Publicity. Vendor grants Business the non-exclusive, perpetual, worldwide, royalty-free right and license to use, copy, display, and sublicense any product information, data, images, and/or intellectual property Vendor furnishes Business during the term of this Agreement (“Vendor Content”). The Vendor Content shall be provided for use by Business in any and all business activities, including, without limitation, marketing, in-store activities, and Business’s internet initiatives. Vendor acknowledges that Business is reliant upon Vendor to ensure that all Vendor Content is accurate and complete. Vendor agrees to revise, update, and resubmit Vendor Content promptly upon discovering it is inaccurate or incomplete. In the event that Vendor fails to promptly revise, update, and resubmit Vendor Content upon discovering inaccuracies or incompleteness, Vendor shall be liable for liquidated damages in the amount of $500 per day for each day the Vendor Content remains inaccurate or incomplete, up to a maximum of $10,000. Business agrees that it will not make material modifications or alterations to Vendor’s product specifications, images, intellectual property or product warranty information without prior written approval. Except for the limited license granted to Business, Vendor retains all right, title and interest in and to the Vendor Content.

Vendor shall not use the trademarks, trade names, or product names of Business or its affiliates without the prior written consent of Business. If Vendor does so, Business may (a) terminate this Agreement, in whole or part, without further liability to Vendor; or (b) issue a retraction in Vendor’s name or require Vendor to issue a retraction.

  1. Conflicts. This agreement is limited to these Terms. Any additional or different terms proposed by Vendor in any quotation, purchase order, acknowledgement, or other document are hereby deemed to be material alterations and notice of objection to them is hereby given. These Terms are deemed accepted by Vendor without any such additional, inconsistent, or different terms and conditions, except to the extent expressly and specifically accepted by Business in a writing signed by an authorized representative of Business. Any such additional or different proposed terms not expressly and specifically accepted by Business will be void. The invalidity or unenforceability of all or part of these Terms will not affect the validity or enforceability of the other terms. The Parties agree to replace any void or unenforceable term with a new term that achieves substantially the same practical and economic effect and is valid and enforceable. Business may delay or waive enforcement of any of its rights under this agreement or applicable law without losing the delayed or waived right or any other right.
  2. Survival. All of the provisions contained herein will survive termination, cancellation, and completed performance of this Agreement as long as necessary to allow the aggrieved Party to fully enforce such clauses.