Steady Marine LLC – Terms and Conditions of Sale
These Terms and Conditions (“Conditions”) govern all sales of goods and services by Steady Marine LLC (“Seller”) to any purchaser (“Client”). Acceptance of a Client’s order is expressly limited to these Conditions, notwithstanding any conflicting or additional terms proposed by the Client. No modification will be binding unless agreed to in writing and signed by an authorized representative of Seller.
Definitions
Seller: Steady Marine LLC.
Client: The individual, entity, or organization purchasing goods or services from Seller.
Products: All goods and services provided by Seller, including but not limited to marine equipment, spare parts, engineering, documentation, training, project management, and quality control inspections.
Conditions: These Terms and Conditions, along with any written special conditions mutually agreed by both parties.
General
These Conditions, together with any Seller-issued quotation, order acknowledgment, or specification, constitute the full agreement between the parties. Any additional terms proposed by Client are expressly rejected unless confirmed in writing by Seller.
Payment Terms
Payment is due net thirty (30) days from the invoice date, subject to approved credit, unless otherwise specified in a quotation, contract, or purchase order. Overdue balances accrue interest at 1.5% per month. Seller reserves the right to suspend performance or delivery if payments are late. No set-off or offset is permitted without Seller’s prior written approval.
Delivery and Performance
Delivery dates are approximate and contingent upon Client’s timely provision of required information. Intellectual property associated with Products remains licensed for Client’s limited use under this agreement or applicable licenses.
Warranties
Seller warrants that its management, engineering, and inspection services will be performed in accordance with generally accepted industry practices and any agreed written acceptance criteria. All other warranties, express or implied, are disclaimed, including warranties of merchantability or fitness for a particular purpose.
Seller does not warrant designs, materials, or specifications provided by Client, nor products sourced from vendors specified by Client.
Limitation of Liability
In no event will Seller be liable for indirect, incidental, or consequential damages. Seller’s maximum cumulative liability for direct damages, indemnity, or other claims will not exceed the amount paid by Client for the specific Products giving rise to the claim. Any action must be brought within 12 months of the cause of action.
Quotations and Prices
Written quotations are valid for 30 days unless otherwise stated. Verbal quotations expire the same day. Published prices are subject to change without notice. Client is responsible for all applicable taxes, duties, and fees. Time-and-material services include travel and standby time. Stand-down charges caused by Client delays are billable.
Changes
Any Client-requested changes must be documented in writing and approved by Seller. Adjustments in price, schedule, and scope may apply. Seller reserves the right to reject changes that are unsafe, technically inadvisable, or incompatible with its capabilities.
Order Cancellation
Client may cancel an order prior to performance start only by written notice and payment of reasonable cancellation charges, including costs incurred and disruption allowances. Seller may cancel for cause with written notice and will be entitled to reimbursement.
Force Majeure
Seller is not liable for delays or non-performance caused by circumstances beyond its reasonable control, including but not limited to natural disasters, strikes, war, civil unrest, transportation delays, or government restrictions. Performance timelines will be extended accordingly.
Disputes
Parties will first attempt to resolve disputes through negotiation. If unsuccessful, non-binding mediation will be pursued, with costs shared equally. Unresolved disputes may be brought before a court of competent jurisdiction.
Governing Law
These Conditions are governed by the laws of the State of California, USA, excluding conflict-of-law principles and the UN Convention on Contracts for the International Sale of Goods (CISG).
Assignment
Neither party may assign this agreement without prior written consent, except Seller may assign internally to affiliates, subsidiaries, or as part of a merger or reorganization.
Confidentiality
This document and related information are the property of Steady Marine LLC and provided on a restricted basis. It may not be copied, shared, or used for any purpose detrimental to Seller without written authorization.
Steady Marine LLC
4225 Executive Square, Suite 600
La Jolla, CA 92037, USA
info@steadymarine.com