Terms of Service for Paladin Supplies

Effective Date: 6/29/2025

Last Updated: 6/29/2025

I. Introduction and Acceptance of Terms

These Terms of Service (“Terms,” “Agreement”) constitute a legally binding contract between you, whether personally or on behalf of an entity (“Customer,” “You,” “Your”), and Paladin Supplies, including its affiliates and subsidiaries (“Company,” “We,” “Us,” “Our”). This Agreement governs any and all access to and use of the Paladin Supplies website, including any associated e-commerce platforms, mobile applications, or other media forms (collectively, the “Website”), as well as all in-store transactions, quotations, purchases of goods (“Products”), and engagement of any services (“Services”) offered by the Company.3

Your access to the Website and engagement in any transaction with the Company is expressly conditioned on your acceptance of this Agreement. By performing any of the following actions, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety:

  • Accessing, browsing, or otherwise using the Website;
  • Creating a user account with the Company;
  • Requesting a quotation for Products or Services;
  • Placing an order for Products or Services, whether through the Website, by telephone, by email, or in-person at a physical retail location;
  • Accepting delivery of any Products from the Company; or
  • Utilizing any Services provided by the Company.

This approach ensures that the formation of a binding contract is not based merely on passive use of the Website, but is explicitly tied to concrete commercial actions. This methodology creates a clear and defensible record of your consent to this Agreement at the point of transaction, which is critical in the event of a dispute.4 If you do not agree with all of these Terms, you are expressly prohibited from using the Website and our Services, and you must discontinue use immediately. Any purchase order or other document issued by you that contains terms or conditions different from or in addition to this Agreement is hereby rejected and shall be void.5 This Agreement may only be modified by a formal written instrument signed by an authorized officer of the Company.4

II. Definitions

To ensure clarity and prevent ambiguity, the following terms shall have the meanings ascribed to them below when used in this Agreement 6:

  • Agreement: Refers to these Terms of Service in their entirety, including any documents or policies incorporated by reference.
  • Company: Refers to Paladin Supplies.
  • Customer: Refers to the individual or entity purchasing Products or Services from the Company and agreeing to these Terms.
  • Products: Refers to all goods, materials, and supplies sold by the Company, including but not limited to electrical wire, cable, conduit, circuit breakers, switches, lighting fixtures, tools, and all related electrical components and equipment.
  • Services: Refers to any services provided by the Company, which are distinct from the sale of Products. This includes, but is not limited to, the Same-Day Delivery Service, product kitting, and any technical consultation provided as a courtesy under the disclaimers set forth in Section VI.
  • Website: Refers to the official Paladin Supplies e-commerce website (e.g., www.paladinsupplies.com), any successor URLs, mobile applications, or other online platforms owned or operated by the Company.

III. Orders, Pricing, and Payment

Order Placement and Acceptance

All orders submitted by a Customer, whether online, in-person, or by other means, shall be considered offers to purchase Products and/or Services under the terms of this Agreement. The Company reserves the absolute right to accept or reject any order in its sole discretion for any reason, including but not limited to product unavailability, pricing errors, or concerns about a Customer’s creditworthiness.4 An order is not considered accepted by the Company, and a contract for sale is not formed, until the Company either (a) issues a written or electronic order confirmation or (b) ships the Products or commences performance of the Services. This distinction between an “order” and an “accepted order” is a critical protection that allows the Company to avoid being bound by unintentional errors or to manage unforeseen inventory or logistical constraints before a contract is legally formed.8

Pricing and Quotations

Prices for Products and Services are as listed on the Website or as provided in a formal, written quotation issued by an authorized Company representative. All quotations are valid only for the period stated therein, or for thirty (30) calendar days from the date of issuance if no period is specified.5 All prices are subject to change at any time without prior notice. The Company is not responsible for typographical or clerical errors in pricing and reserves the right to correct any such errors.8

All prices are exclusive of any and all applicable federal, state, and local sales, use, value-added, or other taxes, as well as any duties, tariffs, or governmental charges. The Customer is solely responsible for the payment of all such charges, which will be added to the invoice amount unless the Customer provides a valid and acceptable tax exemption certificate to the Company prior to purchase.9

Payment Terms

For all sales made via the Website, payment is due in full at the time of order placement. For Customers with a credit account approved by the Company, standard payment terms are Net 30 days from the date of the invoice, unless otherwise specified in writing.8 All payments shall be made in U.S. dollars.

Any payment not received by the due date will be considered delinquent. The Company reserves the right to charge interest on all delinquent accounts at a rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum), or the maximum rate permitted by applicable law, whichever is lower.4 The Customer agrees to pay all costs incurred by the Company in collecting delinquent amounts, including but not limited to reasonable attorneys’ fees, court costs, and collection agency fees. The Company may, at its sole discretion, withhold further shipments, suspend credit, or demand immediate payment of all outstanding balances if an account becomes delinquent or if the Company has concerns about the Customer’s financial condition.10

IV. Shipping, Delivery, Risk of Loss, and Inspection

Standard Shipping and Risk of Loss

Unless otherwise explicitly agreed upon in writing, all shipments of Products are made FCA (Free Carrier) Shipping Point (Incoterms 2020) from the Company’s facility. This is a critical term that legally defines the point of transfer for responsibility. Title to the Products and the risk of any and all loss, damage, or destruction passes from the Company to the Customer at the moment the Products are delivered to the designated shipping carrier.8 Consequently, the Customer is solely responsible for all freight, shipping, handling, and insurance costs from that point forward. All claims for shortages, losses, or damages sustained in transit must be made by the Customer directly with the shipping carrier. The Company shall not be liable for any such claims, and damage in transit shall not relieve the Customer of its obligation to make full payment for the Products.9 Any shipping or delivery dates provided by the Company are estimates only and are not guaranteed. The Company shall not be liable for any damages, whether direct or consequential, arising from any delay in delivery.9

Same-Day Delivery Service

The Company may offer a Same-Day Delivery Service as an optional, premium Service. This Service is governed by the following conditions:

  • The Same-Day Delivery Service is offered for an additional fee, which will be clearly stated at the time of purchase.
  • Availability of this Service is subject to geographic limitations, the time of day the order is placed, and Product availability. The Company reserves the right to determine eligibility for this Service at its sole discretion.
  • The fee paid for the Same-Day Delivery Service is consideration for the expedited logistical service itself, which is separate and distinct from the purchase of the Products being delivered. This Service is legally considered fully rendered, performed, and consumed at the moment the Products are successfully delivered to the Customer’s specified address.
  • Therefore, the fee for the Same-Day Delivery Service is strictly non-refundable for any reason. This includes, without limitation, situations where the Customer subsequently returns the delivered Products for a refund under the policy detailed in Section V. The legal basis for this policy is that one cannot “return” a service that has already been fully and successfully performed.

Inspection and Acceptance

The Customer must conduct a thorough inspection of all Products immediately upon receipt. Any claim for shipping errors, shortages, incorrect Products, or visible damage to the packaging or Products must be made in writing to the Company within five (5) business days of the delivery date. Failure to provide such written notice within this period shall constitute the Customer’s irrevocable acceptance of the Products as delivered and a waiver of any such claims.5 Use, installation, or resale of the Products by the Customer or its agents also constitutes acceptance.8

V. Return Policy, Refunds, and Restocking Fee

The Company has established the following policy for the return of Products, which incorporates the specific business rules requested by Paladin Supplies and aligns with industry standards.8

Return Eligibility and Timeframe

The Company will, at its discretion, accept returns of eligible Products within fourteen (14) calendar days from the date of delivery (for shipped orders) or the date of purchase (for in-store transactions).

Conditions for an Eligible Return

To be considered eligible for a return, Products must meet all of the following criteria:

  1. The Product must be completely unused, unmodified, and must not have been installed or subject to an installation attempt.
  2. The Product must be in its original, unopened, and undamaged manufacturer’s packaging, in a condition suitable for immediate resale.
  3. The return must be accompanied by the original proof of purchase, such as an invoice or sales receipt.

Non-Returnable Items

The Company will not, under any circumstances, accept returns for the following items:

  • Products that are designated as “Special Order,” “Final Sale,” or “Non-Cancelable/Non-Returnable” (NCNR).
  • Custom-fabricated or custom-configured Products.
  • Any wire, cable, or conduit that has been cut to a specific length at the Customer’s request.
  • Any Product that has been installed, used, modified, is missing parts, or is not in its original, resalable condition.4

Return Process

Before returning any Product, the Customer must contact the Company to obtain a Return Material Authorization (RMA) number. No returns will be accepted without a valid RMA number clearly marked on the exterior of the return shipping package. The RMA number is valid for a limited time, and returns must be received by the Company within that timeframe. The Customer is solely responsible for all costs and risks associated with shipping the returned Product back to the Company.8

Restocking Fee

All authorized and accepted returns are subject to a restocking fee equal to twenty-five percent (25%) of the original purchase price of the returned Product(s). This fee is not a penalty but is a liquidated damage provision intended to compensate the Company for the tangible and intangible costs associated with processing a return. These costs include, but are not limited to, administrative processing, labor for inspection and restocking, repackaging, and the diminished value of an item that is no longer factory-sealed.8 This fee will be deducted from the total refund amount.

Refunds

Upon receipt and satisfactory inspection of a returned Product, the Company will process the refund. The refund will be issued to the Customer’s original method of payment in an amount equal to the original purchase price of the Product, less the 25% restocking fee. As stated in Section IV, any shipping or delivery fees paid on the original order are non-refundable.

VI. Limited Warranty and Disclaimer of All Other Warranties

This section is of critical importance as it defines the extent of the Company’s obligations regarding Product performance and protects the Company from liabilities inherent in the sale of technical products.

Manufacturer’s Warranty Only

The Company is a distributor of Products, not a manufacturer. As such, the Company itself provides no separate or additional warranty on the Products it sells. The Company hereby assigns and passes through to the Customer any and all transferable warranties made to the Company by the manufacturers of the Products. The Customer’s sole and exclusive remedy for any claim of a defective Product lies with the manufacturer and is subject to the terms, conditions, and limitations of that manufacturer’s warranty, if any.4 The Company can, upon request, provide information to assist the Customer in contacting the manufacturer.

DISCLAIMER OF ALL WARRANTIES

EXCEPT FOR THE WARRANTY OF GOOD TITLE, THE COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE. ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY AND UNEQUIVOCALLY DISCLAIMED AND EXCLUDED. 9

All Products are sold on an “AS IS, WHERE IS” basis. This disclaimer is a material part of this Agreement and a basis of the bargain between the Company and the Customer.

Customer’s Sole Responsibility for Product Application and Use

The Customer acknowledges and agrees that it is solely and exclusively responsible for the proper selection, application, installation, and use of all Products purchased from the Company. The Customer warrants that it is not relying on the Company’s skill or judgment to select or furnish goods suitable for any particular purpose.9

Any technical advice, recommendations, or assistance offered by the Company’s employees or representatives is provided as a professional courtesy only and without warranty of any kind. Such assistance shall not give rise to any liability on the part of the Company. The ultimate responsibility for validating the suitability and safety of a Product for a specific application rests with the Customer and their qualified installers. The Customer is responsible for ensuring that all installations of Products comply with the National Electrical Code (NEC), as well as all applicable federal, state, and local laws, regulations, and building codes.8 This provision creates a necessary legal separation between informal sales advice and the Company’s contractual obligations, mitigating the risk of liability arising from well-intentioned but potentially inaccurate employee suggestions.

VII. Limitation of Liability and Indemnification

LIMITATION OF LIABILITY

IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. THIS INCLUDES, BUT IS NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, DAMAGE TO OTHER PROPERTY OR EQUIPMENT, COST OF CAPITAL, COST OF REPLACEMENT GOODS, OR CLAIMS OF THE CUSTOMER’S CUSTOMERS FOR SERVICE INTERRUPTIONS, ARISING OUT OF OR IN CONNECTION WITH THE SALE, USE, INSTALLATION, OR INABILITY TO USE THE PRODUCTS, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9

MAXIMUM AGGREGATE LIABILITY

THE COMPANY’S MAXIMUM AGGREGATE LIABILITY ARISING FROM OR RELATING TO ANY PRODUCT SOLD UNDER THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, SHALL NOT, UNDER ANY CIRCUMSTANCES, EXCEED THE ORIGINAL PURCHASE PRICE PAID BY THE CUSTOMER FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM. 4 These limitations shall apply notwithstanding any failure of the essential purpose of any limited remedy.

Indemnification

The Customer agrees to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in any way connected with:

  1. The Customer’s purchase, handling, storage, installation, modification, or use of the Products.
  2. The Customer’s breach of any term or condition of this Agreement.
  3. The Customer’s violation of any applicable law, regulation, or code, including electrical and safety codes.
  4. Any representation or warranty made by the Customer concerning the Products to any third party.

VIII. Intellectual Property

All content included on the Website, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Website, is the property of the Company or its suppliers and is protected by copyright, trademark, and other laws that protect intellectual property and proprietary rights. The Paladin Supplies name and logo are trademarks of the Company. You agree to observe and abide by all copyright and other proprietary notices. You are prohibited from modifying, publishing, transmitting, reverse engineering, participating in the transfer or sale, creating derivative works, or in any way exploiting any of the content, in whole or in part, found on the Website or on Product packaging without express written permission from the Company.14

IX. Prohibited Uses

As a condition of your use of the Website and purchase of Products, you warrant to the Company that you will not use the Website or Products for any purpose that is unlawful or prohibited by these Terms. You may not:

  • Use the Website in any manner which could damage, disable, overburden, or impair the Website or interfere with any other party’s use and enjoyment of the Website.16
  • Introduce any viruses, trojan horses, worms, or other material which is malicious or technologically harmful.
  • Modify, alter, disassemble, re-engineer, or attempt to reverse engineer any Product purchased from the Company.8
  • Remove, alter, or obscure any safety warnings, labels, or proprietary notices on any Product or its packaging.
  • Make any representations or warranties on behalf of the Company regarding the Products.8
  • Use the Products in any application or manner that violates applicable laws, regulations, or safety codes.

X. Governing Law and Dispute Resolution

Governing Law and Jurisdiction

This Agreement and any dispute arising out of or in connection with it shall be governed by and construed in accordance with the laws of the State of, without giving effect to any choice or conflict of law provision or rule. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.4 Any legal suit, action, or proceeding arising out of this Agreement shall be instituted exclusively in the federal or state courts located in,, and each party irrevocably submits to the exclusive jurisdiction of such courts.13

Dispute Resolution

The parties agree to first attempt to resolve any dispute, claim, or controversy arising out of this Agreement through good-faith negotiation for a period of at least thirty (30) days. If the parties are unable to resolve the dispute through negotiation, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in. The arbitrator’s decision shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Opting for arbitration can provide a more efficient and less public forum for resolving disputes compared to traditional litigation.1

XI. General Provisions

Force Majeure

The Company shall not be liable or responsible to the Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the Company. This includes, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities, terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic or pandemic, lockouts, strikes or other labor disputes, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials (including supply chain disruptions).9

Severability

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement. The remainder of the Agreement shall be enforced as if the invalid or unenforceable term had not been included.6

Entire Agreement

This Agreement, together with any invoice or order confirmation issued by the Company, constitutes the entire agreement between the Customer and the Company with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.1

Modifications

The Company reserves the right, in its sole discretion, to revise and update these Terms at any time. All changes are effective immediately when we post them on the Website. Your continued use of the Website or placement of any new orders following the posting of revised Terms means that you accept and agree to the changes.6

Assignment

The Customer may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Company. Any purported assignment or delegation in violation of this Section is null and void.8

XII. Contact Information

For any questions, notices, or communications regarding these Terms of Service, please contact Paladin Supplies at:

Business Name: Paladin Supplies

Email Address: [email protected]