MASTER TERMS OF SALE
PALOFORM GROUP
These Master Terms of Sale (“Terms”) govern the sale of goods by the applicable Paloform entity identified in the Quote
or Invoice (“Paloform,” “Seller,” “we,” “us”) to the purchasing party (“Buyer,” “Customer,” “you”).
By issuing a purchase order, accepting a quote, or accepting delivery of goods, Buyer agrees to be bound by these
Terms.
1. Scope and Contractual Relationship
1.1 Paloform supplies products only. No services, construction, installation, supervision, or design services are provided
unless expressly agreed in writing.
1.2 Paloform’s contractual relationship is strictly limited to the Buyer named on the Quote or Invoice.
No contractual, fiduciary, or legal relationship exists with any owner, developer, general contractor, architect, consultant,
or other third party.
1.3 Any documents issued by Buyer or third parties that conflict with these Terms are expressly rejected and shall have
no effect unless agreed in writing by Paloform.
2. Quotes, Orders, and Acceptance
2.1 Quotes are valid for the period stated therein. If no validity period is stated, quotes expire 30 days from issue.
2.2 Orders are binding once accepted in writing by Paloform or upon receipt of payment, whichever occurs first.
2.3 All Paloform products are made-to-order unless expressly stated otherwise.
3. Pricing, Currency, and Taxes
3.1 Prices are exclusive of VAT, GST, sales tax, customs duties, import fees, or similar charges unless expressly stated.
3.2 Buyer is solely responsible for all applicable taxes, duties, and governmental charges associated with the purchase,
importation, or use of the products.
3.3 Currency is as stated on the Quote or Invoice. Buyer bears all currency conversion risk and bank charges.
4. Payment Terms
4.1 Payment terms are as stated on the Quote or Invoice.
Unless otherwise stated:
- 50 percent deposit due at order
- Balance due in full prior to shipment
4.2 All payments must be cleared, irrevocable funds.
4.3 Paloform may suspend production, shipment, or delivery for late or non-payment without liability.
4.4 Buyer may not withhold, set off, or deduct any amounts for any reason.
5. Delivery, Title, and Risk
5.1 Delivery terms are as stated on the Invoice and governed by the applicable Incoterms edition referenced.
5.2 Risk of loss transfers to Buyer in accordance with the agreed Incoterm.
5.3 Title transfers only upon receipt of full cleared payment, regardless of delivery status.
5.4 Delivery dates are estimates only and not guarantees. Paloform is not liable for delay beyond its reasonable control.
6. Inspection and Acceptance
6.1 Buyer must inspect products immediately upon delivery.
6.2 Any claims for shortage, damage, or non-conformity must be made in writing within:
- 48 hours for visible damage or shortages
- 7 days for non-visible defects
6.3 Failure to notify within these periods constitutes acceptance.
7. No Cancellations or Returns
7.1 All Paloform products are made-to-order and non-cancellable, non-returnable once production has commenced.
7.2 Any exceptions must be expressly agreed in writing and may be subject to restocking, handling, or disposal fees
8. Limited Warranty
8.1 Paloform warrants that products will materially conform to Paloform’s published specifications at the time of
manufacture.
8.2 Warranty is limited to repair or replacement of defective products, at Paloform’s option.
8.3 Warranty does not cover:
- Improper installation, use, or maintenance
- Site conditions, fuel supply, or environmental factors
- Normal wear and cosmetic variation
- Use outside published specifications
8.4 Paloform makes no warranty of fitness for a particular purpose or suitability for any specific project.
9. Limitation of Liability
9.1 Paloform’s total liability arising out of or related to the sale of products shall not exceed the amount actually paid by
Buyer for the affected products.
9.2 Paloform shall not be liable for:
- Indirect, incidental, or consequential damages
- Loss of profits, delay damages, or loss of use
- Claims by third parties
10. Indemnity
10.1 Buyer shall indemnify and hold harmless Paloform from all claims, liabilities, losses, damages, and expenses arising
from:
- Installation, use, or resale of the products
- Claims by owners, contractors, or end users
- Project-specific requirements or representations not made by Paloform
11. Lien Rights and Waivers
11.1 Any lien waiver, release, or acknowledgment issued by Paloform is supplier-only and applies strictly as follows:
a. Only to products supplied by Paloform
b. Only to the Buyer named on the applicable Quote or Invoice
c. Only to the extent of cleared, irrevocable payment actually received
d. Only as between Paloform and the Buyer
11.2 No lien waiver or release shall:
- Extend to owners, developers, general contractors, or any other upstream or third-party entities
- Create any contractual or legal relationship with any party other than the Buyer
- Operate as an indemnity or assumption of third-party risk
11.3 Any waiver issued is expressly conditional upon payment remaining undisputed and irrevocable.
If this condition is not met, the waiver is null and void.
11.4 Buyer agrees to indemnify and hold harmless Paloform from any claims arising from Buyer’s provision of lien waivers
or project documentation to third parties.
12. Force Majeure
Paloform shall not be liable for failure or delay caused by events beyond its reasonable control, including supply chain
disruption, labor issues, transportation delays, acts of government, or force majeure events.
13. Governing Law and Jurisdiction
The governing law shall be determined by the Paloform entity issuing the Invoice:
- Paloform Distribution (UK) Ltd: Laws of England and Wales
- PW Design Distributors Inc.: Laws of the Province of Ontario, Canada
- Paloform EU Limited: Laws of Ireland
Exclusive jurisdiction shall lie with the courts of the applicable jurisdiction.
14. Entire Agreement
These Terms, together with the applicable Quote and Invoice, constitute the entire agreement and supersede all prior
communications.
No amendment is valid unless made in writing and signed by Paloform.
ANNEX A1 – UNITED KINGDOM
Paloform Distribution (UK) Limited
Legal Entity
Paloform Distribution (UK) Limited
Registered in England and Wales
Scope of Application
This Annex applies where the Quote or Invoice is issued by Paloform Distribution (UK) Limited.
Governing Law and Jurisdiction
These Terms and any dispute arising out of or in connection with the sale of products shall be governed by
and construed in accordance with the laws of England and Wales.
The courts of England and Wales shall have exclusive jurisdiction.
Taxes
All prices are exclusive of VAT unless expressly stated. Buyer is responsible for all VAT and other applicable
UK taxes.
Lien Rights
To the extent lien or equivalent statutory rights exist under applicable UK law, any waiver issued by Paloform
Distribution (UK) Limited shall be strictly limited in accordance with Section 11 of the Master Terms of Sale
and the Supplier-Only Lien Waiver Rider.