PALOFORM NA LIMITED
MASTER TERMS OF SALE
(Finished Products)
Effective Date: Feb 10, 2026
These Master Terms of Sale (“Terms”) govern all quotations, sales, and supplies of finished products by
Paloform NA Limited (“Paloform”) to any customer (“Customer”), unless Paloform expressly agrees otherwise
in a written agreement signed by an authorized officer of Paloform.
1. Scope and Application
1.1 These Terms apply to all quotations, invoices, acknowledgements, shipments, and sales of finished
products by Paloform.
1.2 Any purchase order, confirmation, or other document issued by the Customer is accepted only as an
order request and not as a governing agreement, regardless of whether such document states that its terms
supersede or prevail.
1.3 Any conflicting, additional, or different terms proposed by the Customer are expressly rejected unless
Paloform agrees to them in writing.
1.4 Authorized Officer Override
For the purposes of these Terms, a “written agreement signed by an authorized officer of Paloform” means a
separate written contract or amendment that:
(a) expressly states that it overrides or amends these Master Terms of Sale, in whole or in part; and
(b) is signed by Paloform’s Chief Executive Officer, Director, or another officer expressly authorized in writing by Paloform’s board of directors.
No purchase order, invoice, delivery document, email correspondence, electronic acceptance, or signature
by sales, operations, finance, or administrative personnel shall constitute such an override, regardless of any
language to the contrary.
2. Order of Precedence
In the event of any inconsistency, the following order of precedence shall apply:
- A written agreement signed by an authorized officer of Paloform
- These Master Terms of Sale
- Paloform’s quotation
- Paloform’s invoice
- Any Customer purchase order or other document
This order of precedence applies even if a Customer purchase order states that its terms supersede
Paloform’s documents.
3. Nature of Supply
3.1 Paloform supplies finished products only. No installation, construction, supervision, or on-site services
are included unless expressly stated in writing.
3.2 Paloform makes no representation regarding the integration, installation, or use of the finished products
within any project.
4. Pricing and Payment
4.1 Prices are as stated in Paloform’s quotation or invoice.
4.2 Payment terms are as specified in the applicable invoice. All payments must be cleared, irrevocable, and
undisputed.
4.3 Paloform reserves the right to suspend production or delivery for non-payment without liability.
5. Project Owner Acknowledgement
5.1 Where the Customer procures finished products for a project owner, such identification is for reference
purposes only.
5.2 Paloform assumes no contractual privity or payment obligation to any project owner, developer, lender, or
upstream party.
6. Lien Waivers and Releases
6.1 Any lien waiver or release issued by Paloform shall:
- apply solely to the finished products supplied by Paloform,
- be effective only upon receipt of full, cleared, and irrevocable payment, and
- be strictly limited to the value of the finished products paid for.
6.2 Any lien waiver may name the Customer and, where applicable, the identified project owner as released parties solely to the extent stated above.
6.3 No lien waiver shall constitute or imply
- an indemnity,
- a guarantee of payment or performance by any party, or
- a release of rights beyond the paid value of Paloform’s finished products.
7. No Upstream Obligations
Paloform does not assume and expressly disclaims any responsibility for:
- payment disputes between the Customer and any upstream party,
- representations made by the Customer to project owners or others, or
- project-level contractual obligations not expressly agreed by Paloform.
8. Customer Representations and Indemnity
The Customer is solely responsible for any representations or commitments made to project owners or third
parties regarding Paloform’s products, documentation, or lien waivers.
The Customer shall indemnify and hold harmless Paloform from any claims, losses, or liabilities arising from
such representations or from the Customer’s contractual arrangements with third parties.
9. Title and Risk
9.1 Title to the finished products transfers upon full payment, unless otherwise agreed in writing.
9.2 Risk of loss transfers in accordance with the agreed Incoterms or, if none are specified, upon delivery to
the carrier.
10. Limitation of Liability
To the maximum extent permitted by law, Paloform’s total liability arising out of any sale shall not exceed the
amount paid for the specific finished products giving rise to the claim.
In no event shall Paloform be liable for indirect, consequential, or project-related damages.
11. Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware,
without regard to conflict of laws principles.
The courts located in that State shall have exclusive jurisdiction.
12. Acceptance
Acceptance of delivery, payment of an invoice, or submission of a purchase order referencing Paloform’s
quotation constitutes acceptance of these Master Terms of Sale.