General Conditions of Sale
1.1. These Terms shall apply to all orders for Product placed by you to Palette. You acknowledge that the information contained on Palette’s website may contain technical inaccuracies or typographical errors. Palette’s website, all content available on its website, and all related communications are provided on an "AS IS" basis. We make no representations or warranties as to the completeness, accuracy, adequacy or reliability of any information contained on Palette’s website.
1.2. To place an order, you must:
- provide up-to-date, complete and accurate registration information as requested by us, which may include your first and last name, institution name, mailing address, phone number and email address;
- provide up-to-date, complete and accurate credit card information for a credit card that is valid and legally registered to you, or other payment information reasonably acceptable to Palette and/or Palette’s payment processor; and
- be at all times in compliance with the terms and conditions of this Agreement and applicable law, including the requirement to be 18 years of age or older.
1.3. You specifically agree that Palette may rely on the accuracy of the information provided by you to Palette, and that Palette will have no liability whatsoever, whether to you or to any third party, for any claims or damages resulting from inaccurate information provided to Palette.
1.4. All Products are intended for end-user customers only. You may not purchase Products for resale, and we reserve the right to refuse or cancel your order, or to deny you any return rights, if we suspect you are doing so.
2. DELIVERY AND SHIPPING
2.1. All orders are subject to acceptance by Palette, and any rejection of an order shall be made in Palette’s sole discretion. If you have been charged for an order that is subsequently rejected by Palette, Palette will refund the amount of that order to you, by a method chosen by Palette in its sole and reasonable discretion.
2.2. Palette will make reasonable efforts to accommodate your delivery requirements; however, delivery is subject to availability of resources at the time of order placement. Palette shall therefore not be liable in any way for any delay or damage arising from Palette’s failure to meet your delivery requirements or any delivery dates.
2.3. All shipments shall be made FCA Palette’s facilities (Incoterms 2000). Risk of loss for products shall pass to you upon delivery to the carrier, and you are responsible for pursuing the carrier for any loss occurring in transit.
2.4. You are responsible for examining all shipments promptly upon receipt. If you discover any shortages or incorrect products in the shipment, you must notify Palette immediately. Please check the order carefully, as no claim for shortages or deficiencies will be accepted by Palette after five (5) days from delivery of the products.
3. PRICING AND PAYMENT
3.1. All prices are in US dollars unless otherwise expressly stated in writing. Where you are making payment in a currency other than US dollars, the currency exchange rate that applies is the one in effect at the time your payment is processed, not the one that was in effect on the date that you placed your order. Palette reserves the right to change its standard prices without notice.
3.2. Prices are exclusive of, and you will pay: (a) all applicable federal, state, provincial and local taxes (including all applicable sales, use, consumption, goods and service, value added, and withholding taxes), unless you have provided Palette with an appropriate tax exemption certificate or number, and (b) all fees and charges related to customs, duties and brokerage. Palette may charge sales tax for sales of Products. Any sales tax charged will be indicated during the checkout process.
3.3. At the time that you order the Product, you must provide up-to-date, complete and accurate credit card information for a credit card that is valid and legally registered to you, or other payment information reasonably acceptable to Palette and/or Palette’s payment processor. By ordering the Product, if paying by credit card, you authorize Palette to charge the credit card for the price of the Product upon shipment of such Product to you. If your order is a pre-order for Product that is not yet available, you may cancel such pre-order without penalty at any time up to the shipping date. Palette may utilize a payment processor to manage orders and payments. Your credit card statement may therefore reflect a third party name in relation to your order.
3.4. Where your credit card is rejected for any reason, you will be responsible for any fees and charges associated with such rejection, as well as interest on the amount owing. Interest will be the lesser of 1.5% per month or the maximum rate permitted by law, commencing on the date that your credit card was rejected. Palette may, in its sole discretion, delay shipment of, or cancel, your Product order where your credit card or other payment information is rejected.
4.1. Products may be returned to Palette within thirty (30) days of delivery for credit, if the Products are unused, in a new and intact condition, and in their original containers, subject to Palette’s return procedures. Shipping of all returns is your responsibility and at your sole expense. Please consult Palette for details about its return procedures. You acknowledge that this 30 day return policy is considered in satisfaction of applicable statutory "withdrawal rights" or "cooling off periods", and you waive all such statutory rights.
5. TITLE, INTELLECTUAL PROPERTY AND USE RESTRICTIONS
5.1. Title to any Products bought by you shall pass to you upon your full payment for such Products in accordance with Section 3.
5.2. Notwithstanding the foregoing, title to software shall not pass to you, and you are hereby put on notice that your use of any Palette software supplied to you under these Terms is governed by and subject to the software license terms as may be provided to you with the software, including in Palette’s Product Agreement, as described below. Use of any third party software shall be governed by and subject to your agreeing to the terms of all applicable third party agreements and licenses respecting such third party software.
5.3. Your use and possession of the Product shall be subject to the terms and conditions of Palette’s Product Agreement, which is included as a clickwrap agreement with the Product, and is also available from Palette upon request. To the extent applicable, the terms and conditions of the Product Agreement shall be deemed incorporated herein by this reference.
6.1. Except as expressly set forth in these Terms, you shall not be entitled to change or cancel any order that has previously been accepted by Palette without the prior written agreement of Palette.
7. COMPLIANCE WITH LAWS
7.1. Each party shall observe and comply with all applicable laws, ordinances, codes and regulations of governmental agencies (including import and export laws and regulations), including federal, provincial, state, municipal and local governing bodies, of any country having jurisdiction over its obligations hereunder. You agree to indemnify Palette from any loss, claims, liability or damages arising out of your failure to comply with such laws, ordinances, codes and regulations.
8.1. Palette’s Product warranty is as set forth in Palette’s Product Agreement, which is included as a clickwrap agreement with the Product, and is also available from Palette upon request. The warranty set forth in the Product Agreement is the exclusive warranty made by Palette to you. Palette disclaims all other representations, warranties and conditions, whether express or implied, including but not limited to any express or implied representations, warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, non-infringement, or any other warranty or condition arising by statute, custom or usage of trade related to the products provided hereunder. Some jurisdictions may not allow the exclusion or limitation of implied warranties and conditions. To the extent permitted by law, any implied warranties or conditions relating to the Product to the extent that they cannot be excluded as set out above are limited to one (1) year from the date that the Product is delivered to you.
9. LIMITATIONS OF LIABILITY
9.1. In no event will Palette be liable under these Terms for any damages other than your direct damages to the extent arising from Palette’s gross negligence or willful misconduct, and in no event shall Palette’s aggregate liability exceed the amounts paid by you to Palette for the Product that gave rise to the claim. No claim may be brought against Palette, whether in contract, tort or otherwise, more than two (2) years after the Product was delivered.
9.2. EXCEPT FOR THE LIMITED DIRECT DAMAGES SPECIFIED IN THIS SECTION 8, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PALETTE BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, DATA, USE OR OPPORTUNITY, WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN, AND WHETHER OR NOT PALETTE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. CANCELLATION AND TERMINATION
10.1. Palette may reject any orders upon written notice to you, and may also stop any Products in transit to you and suspend the delivery of Products to you without penalty, if: (a) you commit a material breach of this Agreement or the Product Agreement and fail to remedy such breach within thirty (30) days of receiving notice of such breach, or (b) you become involved in any legal proceeding concerning your solvency, have a receiver or administrator appointed of any of your assets, cease or threaten to cease operations, or otherwise have a serious and reasonable doubt arise respecting your solvency.
10.2. Upon notice by Palette to you pursuant to Section 10.1: (a) all of Palette’s performance obligations hereunder shall immediately cease, (b) your rights under the Product Agreement shall cease, and you must comply with your termination obligations set forth therein, and (c) any payments then due to Palette become immediately payable in full.
11.1. These Terms constitute the entire agreement between the parties with respect to your ordering and purchase of the Product, and Palette’s sale and license of the Product to you, and supersedes all previous agreements relating to the subject matter hereof. These Terms may not be altered, amended, or modified except in a written instrument executed by a duly authorized officer of Palette. If any one or more of the provisions of these Terms is for any reason held to be invalid, illegal, or unenforceable in any respect, any such provision shall be severable from these Terms. No waiver by either party of a breach or omission by the other party under these Terms shall be binding on the waiving party unless it is expressly made in writing and signed by the waiving party. The parties expressly agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act shall apply to these Terms or to the sale of the Product to you. These Terms, and all Product requirements, shall be governed by, and construed in accordance with, the laws of the Province of Ontario. It is the express will of the parties that these Terms and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
12.1. If you have any questions or inquiries regarding this Agreement, please contact Palette at [email protected]. Please note that e-mail communications will not necessarily be secure, so please do not include credit card information or other sensitive information in your e-mail correspondence with us. For contractual purposes, you consent to receive communications electronically from us and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. This condition does not affect your statutory rights related to electronic communications.
14.1. Each party recognizes that it may in the course of these Terms come into possession of confidential or proprietary information of the other party. Each party therefore agrees that, at all times: (a) each party shall maintain the confidential information of the other party in strict confidence, shall take all necessary precautions against unauthorized disclosure of such confidential information, and shall not directly or indirectly, disclose, allow access to, transmit or transfer any confidential information to a third party without the knowledge and express written consent of the other party, (b) neither party shall use, disclose or reproduce the other party’s confidential information except as reasonably required in the performance of these Terms or the Product Agreement, and (c) each party agrees to advise the other party immediately in writing of any misappropriation, disclosure, conversion or misuse by any person of any confidential information of which it may become aware. The confidentiality obligations under these Terms shall not apply to confidential information which: (a) is, or becomes, readily available to the public other than through a breach of these Terms or the Product Agreement; (b) was lawfully known to the receiving party without any confidentiality obligation prior to receipt of the confidential information from the disclosing party; or (c) was independently developed or discovered outside of the course of the performance of obligations under these Terms or the Product Agreement.