Sales and Warranty Terms and Conditions

Over the past 20 years, Palmako AS has grown into one of the leading garden house manufacturers in Europe, as well as we are the largest producer of glulam and machine rounded wood products in Estonia. As an environmentally friendly company, we compress production residues into heating pellets using during the production process electricity produced by the solar panels and sun.

Palmako's sales and warranty terms and conditions are in accordance with the laws of the European Union and the directives. Warranty requirements are applicable to the respective product category. Palmako has acquired a number of quality certificates, which in one way or another assures our products quality and processes. More detailed information about certificates can be found under the "Certificates" section.

Sales and Warranty Terms and Conditions based on the specific product category can be found from the respective brand page of each product category

Palmako's General Terms and Conditions of Sale

1. Scope

These General Terms and Conditions of Sale (hereinafter referred to as the “General Terms”) apply to all contracts under which Palmako AS (hereinafter referred to as the “Seller”) sells its goods under the trademarks Palmako, Imprest, Construct, HEAT!T or any other trademark that may be developed (hereinafter referred to as the “Products”) to any buyer (hereinafter referred to as the “Buyer”), regardless of the manner in which the contract of sale (hereinafter referred to as the “Contract”) is entered into, and cover the Seller’s entire product range. Purchasing or placing an order for a Product implies full and unconditional compliance with these General Terms. Any other or additional provisions, including the Buyer’s general terms and conditions, apply only to the extent that the Seller and the Buyer (hereinafter referred to as the “Party” and collectively as the “Parties”) so agree in writing on a case-by-case basis.

2. Products

2.1. Products.

The Products include garden houses, log houses, glued laminated timber products, wood pellets, round milled and deep impregnated wooden fence posts, pickets and pales, garden furniture, garden panels and elements, bed borders and flower boxes, swings, children’s playgrounds and all other products manufactured by or on behalf of the Seller and sold to Buyers. The Products are either products sold pursuant to the standard procedure (hereinafter referred to as the “Standard Products”) or products manufactured specifically for a particular Buyer, including custom-made garden and log houses, customised glued laminated timber products, custom-packed wood pellets, etc. (hereinafter referred to as the “Custom-made Products”).

2.2. Product catalogue.

The Standard Products manufactured and sold by the Seller are listed on the Seller’s website and (with the exception of wood pellets) in product catalogues made available to the Buyer upon request (hereinafter referred to as the “Catalogue”). The Seller reserves the right to change the product range at any time at its sole discretion. Orders have to be placed on the basis of the current product list.

2.3. Quality and completeness.

The Seller warrants that the quality of the Products conforms to the Seller’s quality standards and that the completeness of the Products conforms to the applicable Product specification. The Seller reserves the right to change Product specifications provided that such changes do not affect the performance or life of the Products.

3. Ordering

3.1. Standard Products.

The Buyer can order Standard Products by e-mail or make a purchase in Palmako’s online store (http://pood.palmako.ee). In the order, the Buyer has to indicate the desired destination of the goods and the preferred delivery time. The General Terms and Conditions of Palmako Online Store (https://pood.palmako.ee/est/e-poe-uldtingimused) apply to making purchases in Palmako’s online store.

3.2. Custom-made Products.

To buy Custom-made Products, the Buyer has to ask the Seller for a quotation. The quotation issued by the Seller will be valid for thirty (30) calendar days. By issuing a quotation, the Seller will not undertake any delivery or other binding obligation concerning the goods, and the terms of the contract will only result from the confirmed order. The acceptance of the quotation by the Buyer will be deemed to be an order for the relevant Custom-made Products.

3.3. Confirmation of orders.

The contract of sale of the Products will be deemed concluded once the order has been confirmed by the Seller. The Seller will confirm or decline an order within three (3) business days of the Buyer placing the order. In the order confirmation, the Seller will define the terms of delivery of the goods. If the order confirmation contains alterations or additional terms to the order or quotation, the contract of sale will be deemed to have been entered into unless the Buyer notifies, within two (2) business days of receiving the order confirmation, that the Buyer does not accept the altered or additional terms suggested by the Seller.

3.4. Alteration and cancellation of orders.

Confirmed orders may be altered or cancelled by mutual agreement between the Parties, provided that no production and/or delivery process has been initiated, unless otherwise agreed by the Parties.

3.5. Consequences of alteration or cancellation of an order.

If the Buyer alters or cancels an order that has been confirmed by the Seller, the Seller will be entitled to invoice the Buyer for the alteration or cancellation of the order at the cost incurred but not less than 35 (thirty-five) EUR plus value added tax at the applicable rate.

4. Prices and payment terms

4.1. Prices.

The prices of Standard Products are based on the price list valid at the time of entry into the contract of sale. The price lists are market based and prices may vary by country, territory, delivery terms or client type. The Seller has the right to change its prices at any time at its sole discretion. If the price list has been forwarded to the Buyer beforehand, the Seller undertakes to notify the Buyer of any changes in the prices at least one (1) month in advance. The prices of Custom-made Products are set out in the price quotation issued by the Seller. Unless otherwise stated in the price list or in the quotation, prices include the cost of packing, transport and insurance of the goods to be delivered, but exclude value added tax, customs duties and other customs clearance costs.

4.2. Payment terms.

Products must be paid for either in advance or, if the Seller has opened a credit line for the Buyer, within twenty-one (21) calendar days of the date of issue of the relevant invoice, unless the Seller indicates a longer term in the order confirmation. For Custom-made Products costing more than 10,000 EUR (ten thousand euros), the Buyer is required to pay 5% of the price when placing the order and 45-50% (at the Seller’s discretion) before the product is manufactured. The remainder of the purchase price will be paid when the products are ready, but before loading for transportation, or, if the Seller has opened a credit line for the Buyer, within twenty-one (21) calendar days of the date of issue of the relevant invoice, unless the Seller indicates a longer term in the order confirmation. Unless the Parties agree otherwise, payments will be made by bank transfer to the bank account indicated by the Seller. Bank charges are borne by the Buyer. A payment is considered to have been made when the corresponding amount has been credited to the Seller’s bank account.

4.3. Delay in payment.

If the Buyer fails to make a payment on time, the Seller will be entitled to a default interest of 0.1% of the outstanding amount per overdue day. If the Buyer fails to make an advance payment on time and exceeds the due date by more than 7 days, the Seller has the right to suspend or cancel the relevant order.

4.4. Unilateral deductions.

Without the Seller’s prior written consent, the Buyer may not make any unilateral deduction from the amounts invoiced or set off the Seller’s claim against any of its own claims.

4.5. Express payment discount.

If the Parties have agreed on an express payment discount, the agreed percentage or amount of the discount will apply, provided that the payment has been credited to the Seller’s bank account before the due date of the express payment indicated on the invoice.

5. Delivery

5.1. Terms of delivery.

Unless otherwise stated in the price list, quotation or order confirmation, or unless otherwise specifically agreed between the Parties in writing or in a format that can be reproduced in writing, the Products will be delivered under the DAP term (delivery to destination, customs costs borne by the Buyer, Incoterms 2010).

5.2. Delivery time.

The standard delivery times for the Products are set out in the price list or in the quotation. The standard delivery times are indicative, and the delivery time for a specific order will be specified by the Seller in the order confirmation. The delivery period begins on the day the
Seller confirms the Buyer’s order, but not before the Seller receives the required advance
payment. In the case of Custom-made Products, the delivery period will not commence until all technical issues relating to the manufacture of the Products or the execution of the order have been settled between the Parties. If subsequent changes made in the relevant information or documentation by the Buyer result in a delay in the manufacture of the Products, the delivery time will be extended by a corresponding period.

5.3. Date of delivery.

Depending on the agreement with the Buyer, the delivery time column in the Seller’s confirmation form will indicate either the “confirmed date of shipment” or the “estimated date of delivery” to the Buyer/end user. The exact time of delivery of the goods will be notified by the Seller or transport company to the Buyer/end user reasonably in advance. On the delivery note estimated time of arrival is shown with accuracy of +/- 1 day.

5.4. Acceptance of delivery.

The Buyer will have to accept delivery of the goods at the time and place determined in accordance with these General Terms. If the Buyer refuses to accept or delays the acceptance of the delivery, the Seller is entitled to a contractual penalty of 0.1% of the price of the goods concerned per day. The Buyer will compensate all costs and damages incurred by the Seller as a result of the Buyer’s failure to accept delivery, including the cost of storing the goods.

5.5. Transfer of the risk of accidental loss of and damage to goods.

The risk of accidental loss of or damage to the goods will transfer to the Buyer upon delivery. In the event that the Buyer fails to accept the goods at the agreed time, the risk of accidental loss of and damage to the goods will transfer to the Buyer from the time when the Buyer was supposed to take delivery of the goods according to the Parties’ agreement.

6. Retention of ownership.

The Seller will retain legal ownership of the goods until the purchase price is paid in full. During this period, the Buyer may resell the goods only as the representative of the Seller and only to a bona fide buyer in the normal course of business.

7. Inspection and notification

7.1. Inspection.

Upon delivery, the Buyer is required to immediately inspect the goods or have them inspected. Such inspection should include checks on the quantity and quality of the Products and on their conformity to the accompanying documents. The Buyer should also check the Products (including packaging) for any external damage. Defects of the Products discovered during the inspection and the resulting complaints should be identified by the Buyer in the accompanying documents. Failing to remark the defects on the delivery documents Buyer cannot later claim the faults that were recognizable during acceptance of the products.

7.2. Notification about non-conformity.

In the event that the nomenclature, quantity or quality of the Products delivered does not conform to the order confirmation, or the Products or their packaging are defective, the Buyer is required to notify the Seller immediately, but no later than seven (7) calendar days from the day the Buyer discovered or should have discovered the nonconformity. The Buyer is required to describe the non-conformity and, if possible, provide photos or other evidence. Detailed requirements for notification about non-conformity across Product categories are available on the Seller’s website.

7.3. Consequences of a breach of the duty of inspection and notification.

The Buyer loses the right to invoke any problems with the quantity or quality of the Products if the Buyer did not inspect the Products in a timely manner and if the non-conformity would have been noticeable in the course of a reasonable inspection or if the Buyer did not notify the Seller about the non-conformity within the required time.

8. Settlement of complaints

8.1. Complaints from the Buyer.

All complaints from the Buyer regarding the quality of the Products will be resolved according to the Seller’s standard procedure as set out on the Seller’s website.

8.2. Complaints from the Buyer’s clients.

All Product-related complaints received by the Buyer from persons to whom the Buyer has resold the Products will be settled by the Buyer. In the cases where the complaint concerns a manufacturing defect for which the Seller is responsible, the Buyer is required to notify the Seller about the complaint within seven (7) calendar days of receipt of the complaint. Such complaints will be settled by separate agreement between the Buyer and Seller, in accordance with the Seller’s standard procedure for the settlement of complaints. The Seller will only reimburse any additional costs (including transport costs) incurred by the Buyer or the Buyer’s client if the Parties have so agreed before such costs are borne.

9. Warranty.

The warranty applies to the Buyer of a Product who has purchased the Product from the Seller. The Seller provides a warranty on its Products in accordance with its standard
warranty terms available on the Seller’s website. Depending on the type of a Product, the
Product may also be subject to additional warranty terms that are notified or made available to the Buyer at the time of entry into the contract of sale.

10. Confidentiality.

Neither of the Parties is allowed to disclose information obtained from the other Party in connection with the sale or supply of Products without the prior written consent of the other Party, unless such disclosure is required by law or a court order or the Party receiving the information proves that such information was previously known to the Party. In particular, product information, pricing and other ordering conditions must be kept confidential. Disclosure of information to a Party’s auditors, professional advisers or bank will not be deemed to constitute a breach of the confidentiality requirement.

11. Intellectual property and product information

11.1. Seller’s intellectual property rights.

All intellectual property of the Seller, including copyrights, trademarks, patents, trade names, business secrets, know-how, technical documentation, product and manufacturing specifications, and other production information, as well as the rights and licences relating to the foregoing and used in connection with the Products, remain the sole property of the Seller.

11.2. Results of creative work.

Except as expressly otherwise agreed between the Parties on a caseby-case basis, all drawings, designs, architectural design documentation and other results of creative work, and documentation and data created by the Seller for or under the request of the Buyer (“results of creative work”) remain the sole property of the Seller, and the Seller is entitled to use the results of creative work in its commercial, production and marketing activities.

11.3. Photos and other recordings.

The Seller has the right to take photos or make other recordings of the Products prior to, during and after the installation of the Products or to ask the Buyer to provide such photographs and other recordings. The Seller has the right to use these photos and other recordings for marketing purposes.

11.4. Use of product information.

Except where such use is reasonably necessary for legitimate resale of the Products, the Buyer is not allowed, without the prior written consent of the Seller, to make public the photos, plans, manuals or other product information provided by the Seller.

11.5. Advertising materials.

Materials received by the Buyer from the Seller for advertising purposes may only be used to promote the Seller’s products.

12. Seller's liability

12.1. The Seller is liable only for direct patrimonial damage caused to the Buyer by intent or gross negligence. The Seller is not liable for any damage caused to third parties. The Seller’s liability is always limited to the amount of the selling price payable to the Seller under the particular contract of sale.

12.2. The Buyer undertakes to provide the Seller with the information necessary for the performance of the contract of sale. The Buyer may not rely on the Seller’s professional skills or knowledge when purchasing the goods and the Seller is not required to verify that the goods being purchased are fit for the purpose stated by the Buyer at the time of entry into the contract of sale or for which the Buyer intends to purchase the goods. The Buyer will not be entitled to invoke any infringement if, after the entry into the contract of sale, it appears that the goods conforming to the requirements of the contract of sale are not fit for the purpose intended by the Buyer.

13. Force majeure

13.1. A Party will be released from liability for non-performance or improper performance of its
obligations under the contract for reasons beyond its control that could not be influenced or
prevented by the Party (e.g. flood, fire, earthquake or other natural disaster, war, terrorist attack or strike), which render impossible the performance or proper performance of the contract.

13.2. A Party which is unable to perform its obligations under the contract due to force majeure is required to immediately inform the other Party thereof. In the event of force majeure, a Party will remain bound to take all practicable measures to prevent and/or minimise any harm to the other Party resulting from the non-performance or improper performance of the contract by the first Party.

14. Dispute resolution and jurisdiction.

The Parties will use their best endeavours to resolve any dispute arising out of or in connection with the contract through negotiations. If the negotiations fail, any dispute, disagreement or claim arising out of or in connection with the contract, including any breach, termination or invalidity of the contract, will be settled by the courts of the Republic of Estonia. The first instance court is the Tartu Courthouse of Tartu County Court.

15. Processing of personal data

15.1. When entering into a contract of sale, the Buyer grants the Seller the right to process the personal data given to the Seller when entering into the contract of sale. The personal data processed may include, without limitation, the Buyer’s name, telephone number, e-mail address, delivery address, bank account number, purchase history (cost of goods and services and payment details) and information on visits to the website.

15.2. Personal data is collected for the purpose of managing orders and delivering goods, producing reviews and statistics of purchased goods, refunding payments to clients, providing effective client support, making customer-specific offers, recovering debts, fulfilling legal obligations, and securing other legitimate interests. Personal data may be processed by the Seller’s employees or other persons authorised by the Seller for these purposes. Personal data will be retained for as long as is necessary for the purpose for which the personal data was collected.

15.3. Personal data may be disclosed to third parties if the data subject has asked the Seller to do so, or if required or permitted by law, and subject to prior consent.

15.4. Direct marketing messages will be sent to the data subject only with the express consent of the data subject. The data subject may at any time opt out of receiving direct marketing messages. To do so, the instructions for cancelling subscription set out in the message should be followed.

16. Governing law.

The performance and interpretation of the contract are governed by the law of the Republic of Estonia. The 1980 United Nations Convention on Contracts for the International Sale of Goods (CISG) will not be applied.

17. General provisions

17.1. No rights or obligations arising from the contract may be assigned or transferred to third parties without the prior written consent of the other Party.

17.2. Notices and requests to the other Party in connection with the contract have to be communicated in writing or in a format that can be reproduced in writing (for example, by e-mail). Such notices and requests will be deemed to have been duly communicated when delivered to the other Party by courier and handed over against signature or sent by registered post or e-mail.

17.3. If the Buyer is a consumer, these General Terms are without prejudice to provisions of applicable law which cannot be derogated from by agreement between the Parties.

17.4. The invalidity or unenforceability, in whole or in part, of any provision of these General Terms will not affect the validity or enforceability of the remaining provisions or the remainder of the relevant provisions. The Parties will replace an invalid or unenforceable provision with a valid provision which best reflects the economic objective of the original provision.

17.5. General Terms are composed in Estonian and in English language and could have been
translated and made available in other languages. Only Estonian and English versions of this
document have legal effect and in case of conflict between the translated and available document the English version of the document shall prevail. In case of conflict between the
Estonian and English versions the Estonian version shall prevail.

17.6. This wording of the General Terms is effective as of 1 January 2020.