PURCHASE ORDER TERMS AND CONDITIONS
Terms and Conditions of Sale
These general terms and conditions of sale constitute the Seller's acceptance of the Client's order and are expressly limited to the terms and conditions set forth in this document, notwithstanding any provision in the Client's purchase order form to the contrary. This acceptance contains the entire agreement of the parties, which agreement cannot be modified except by the written agreement of both parties.
Definitions:
"Seller" will denote Steady Marine, LLC.
"Client" will denote the individual, individuals, or organization that agrees to purchase goods or services from Seller.
"Conditions" will denote the General Terms and Conditions set out in this document and any Special Terms and Conditions agreed to in writing by both the Seller and Client.
"Products" will denote the inclusion of, without limitation, engineering, documentation, training, and project management services.
General: These Conditions (along with any directly associated written Seller specification or quotation) exclusively will govern the sale or licensing by Seller Products furnished hereunder. No addition or modification to these Conditions will be binding on Seller unless agreed to in writing and signed by an authorized representative at Seller's headquarters. Seller objects to other Conditions that may be proposed by the Client not otherwise consistent with these or other Conditions set forth in Seller's written specification, quotation, or order acknowledgment.
Payment Terms: Net thirty (30) days from date of invoice with ongoing approved credit as determined by Seller unless otherwise stated at the ‘Estimate’, Contract and/or ‘Purchase Order’. Seller reserves the right to suspend any further performance under this agreement or otherwise in the event payment is not made when due. No payment by offset is permitted unless approved by the Seller. Past Due Balance subject to accrue interest at 1½% per month.
Delivery Terms: Acknowledged performance start dates are approximate only and based on prompt receipt of all necessary information from the Client. Any component of Products having associated intellectual rights, whether the property of Seller or otherwise, are licensed only for use by Client pursuant to this agreement, or other Seller license agreement or third-party sublicense agreement.
Project Management Service: Seller warrants** that Products comprised of management services, including engineering, whether provided on a fixed cost or time and material basis, will be performed in accordance with generally accepted industry practices to the extent such services are subject to written acceptance criteria agreed to in advance by Seller. All other warranties relative to provided services are disclaimed.
Client Specifications: Seller does not warrant and will not be liable for any design, materials or construction criteria furnished or specified by Client and incorporated into the Products or for Products made by or sourced from other manufacturers or vendors specified by Client.
Limit of Liability: IN NO EVENT WILL SELLER BE LIABLE FOR INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND. SELLER'S MAXIMUM CUMULATIVE LIABILITY RELATIVE TO ALL OTHER CLAIMS AND LIABILITIES, INCLUDING THAT WITH RESPECT TO DIRECT DAMAGES AND OBLIGATIONS UNDER ANY INDEMNITY, WHETHER OR NOT INSURED, WILL NOT EXCEED THE COST OF THE PRODUCTS GIVING RISE TO THE CLAIM OR LIABILITY. ANY ACTION AGAINST THE SELLER MUST BE BROUGHT WITHIN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF ANY OTHER CONTRARY PROVISION OF THE AGREEMENT AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE. EACH PROVISION IN THE AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY OR CONDITION OR EXCLUSION OF DAMAGES IS SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND IS TO BE ENFORCED AS SUCH.
Quotations: Written quotations are valid for 30 days from issue unless otherwise stated. Verbal quotations expire the same day they are made. All typographical and clerical errors are subject to correction. All Client orders are subject to acceptance by Seller at time of order.
Prices: Prices and other information shown in any Seller publication (including brochures) are subject to change without notice and confirmation by specific quotation. Such publications are not offers to sell and are maintained only as a source of general information. The Client will pay or reimburse Seller for all sales, use, excise, or similar taxes. Products comprised of time and material services will be provided in accordance with Seller's published service rates (including applicable overtime and travel expenses) in effect as of the date such services are provided, unless otherwise confirmed by Seller's written quotation or order acknowledgment. Billable service time includes travel time to and from the job site and all time Seller's representatives are available for work and waiting (whether on or off the job site) to perform the services. Client will be liable for all incurred stand-down charges resulting from delays attributable to Client or Client's representatives. Products comprised of fixed-bid agreements will be subject to stand-down charges, above and beyond purchase order price, at a time and material services rate when Seller's representatives are available for work and waiting (whether on or off the job site) to perform the services.
Changes: Client-requested order changes, including those affecting the identity, scope, and delivery of the Products, must be documented in writing and are subject to Seller's prior approval and adjustments in price, scheduling, and other affected Conditions. In any event, Seller reserves the right to reject any change that it deems unsafe, technically inadvisable, or inconsistent with established engineering or quality guidelines and standards, or incompatible with Seller's design or manufacturing capabilities.
**Warranty satisfaction is not available for project management services provided by Seller.
Order Cancellation: An order may be canceled by the Client prior to start date only by written notice and upon payment to Seller of reasonable cancellation charges, including reimbursement for direct costs, plus allowances for disruption. Seller has the right to cancel an order for cause at any time by written notice, and Seller will be entitled to cancellation charges as identified above. No termination by the Client for cause will be effective unless and until Seller has failed to correct such alleged cause within forty-five (45) days after receipt of the Client's written notice specifying such cause.
Force Majeure: Seller will not be liable for any loss, damage or delay arising out of its failure to perform hereunder due to causes beyond its reasonable control, including without limitation, acts of God or the Client, acts of civil or military authority, fires, strikes, floods, epidemics, quarantine restrictions, war, riots, delays in transportation, or transportation embargoes. In the event of any such delay, Seller's performance date(s) will be extended for that length of time as may be reasonably necessary to compensate for the delay.
Disputes: The parties will attempt in good faith promptly to resolve any dispute arising out of this agreement by negotiations between representatives who have authority to settle the controversy. If unsuccessful, the parties further will attempt in good faith to settle the dispute by non-binding third-party mediation, with fees and expenses of such mediation apportioned equally to each side. Any dispute not so resolved by negotiation or mediation may then be submitted to a court of competent jurisdiction in accordance with the terms of this agreement. These procedures are the exclusive procedures for the resolution of all such disputes between the parties.
Governing Law: This agreement and all disputes arising thereunder will be governed by and interpreted in accordance with the internal laws of the state, province, or other governmental jurisdiction in which Seller's principal place of business resides, but specifically excluding the provisions of the 1980 UN Convention on Contracts for the International Sales of Goods.
Assignment: This agreement may not be assigned by either party without the written consent of the other, however, consent will not be required for internal transfers and assignments as between Seller and its parent corporations, subsidiaries, or affiliates as part of a consolidation, merger, or other form of corporate reorganization.
Disclaimer: This document contains information, which is the property of Steady Marine LLC and is provided on a restricted basis. It Is not to be used in any way detrimental to the interest of Steady Marine LLC and may not be copied, transmitted to others, or used for design or manufacturing purposes without the written permission of Steady Marine LLC. The information contained herein has been provided in response to a request for a bid and may be used for internal communication only.