Scope of Terms and Conditions: The Terms and Conditions of product sales and service projects are limited to those contained herein. Any additional or different terms or conditions in any form delivered by you (“Customer”) are hereby deemed to be material alterations and notice of objection to them and rejection of them is hereby given. By accepting delivery of the products or by engaging Titan Marine Procurement USA LLC (“Seller”) to provide product(s) or perform or produce any services, Customer agrees to be bound by and accepts these Terms and Conditions unless Customer and Seller have signed a separate agreement, in which case the separate agreement will govern. These Terms and Conditions constitute a binding contract between Customer and Seller and are referred to herein as either “Terms and Conditions” or this “Agreement.” Customer accepts these Terms and Conditions by making a purchase from or placing an order with Seller or engaging Seller to perform or procure any services.
Payment Terms: Customer shall pay Seller according to the terms contained in the Proposal. Final payment shall be due after the work described in the Proposal is substantially completed.
Class and Permits: Unless Customer provides Seller, in writing, a specific and request for Seller’s work and materials supplied to comply with the requirements mandated by a certain classification society, Seller shall not and will not warrant compliance of the work performed or materials supplied to be in compliance with any requirements of any classification society. Any costs for work not in the Estimate but required by a classification society to bring the work into compliance with applicable specifications shall be the responsibility of the Customer. Seller assumes no responsibility for violation of any classification society rules or laws.
All parts used by Seller will be HD Marine parts. If Customer refuses HD Marine parts and requires other parts to be used by Seller, Customer voids any warranty provided by Seller hereunder.
Change Orders: During the progress of the work under this Agreement, if Customer should order extra work not specified in the Agreement, Seller may require such extra work to be considered an agreement separate and aside from this Agreement and may require payment for said extra work in advance.
Returns: Customer may not return or exchange any electrical components or special orders once ordered or installed by Seller. With respect to nonelectrical components and non-special orders, Customer will be charged a 25% restocking fee with respect to any return or exchange.
Work Schedule: Work shall be completed within a reasonable time. Performance of this Agreement is subject to labor strikes, fires, acts of war or terrorism, acts of God, adverse weather conditions not reasonably anticipated, unusual delays in transportation, Seller’s ability to obtain materials, and/or any cause beyond Seller’s control.
Substitutions: Should Seller be unable to obtain any material(s) specified in the Agreement or any Change Order, Seller shall have the right at its sole discretion to substitute comparable materials and such substitution shall not affect the Contract Price.
Excess Materials: Extra materials left over upon completion shall be deemed Seller’s property, and Seller may enter upon the Property’s premises to remove excess material(s) at all reasonable hours.
Supervision Responsibility: Seller shall supervise and direct the work on the vessel, using reasonable skill and attention. Seller shall be solely responsible for the construction means, methods, technique, sequences, and procedures for all work performed on the vessel pursuant to this Agreement. Customer shall not interfere with Seller’s work forces or Seller’s subcontractors.
Limited Warranty: Seller shall provide Customer with a limited warranty on service and labor for a period of seven days, beginning on the date of completion of services by Seller. Seller shall not be liable during or following this warranty period for any: (a) damage due to ordinary wear and tear or abusive use; (b) damage due to use of the equipment beyond the design specifications; (c) defects that are the result of characteristics common to the materials used; (d) loss, injury or damages caused in any way by the weather elements; (e) conditions resulting from condensation on, or expansion or contraction or, any materials. With respect to all products, parts and components installed by Seller, Seller shall provide Customer all warrant information provided by the manufacturer. Seller makes no warranty to Buyer regarding materials and/or equipment installed and Seller authorizes no third person or party to assume any warranty obligation or liability on Seller’s behalf. The only warranties applicable to the materials and/or equipment installed are those, if any, extended by the respective manufacturer that shall furnish to Buyer any and all applicable warranty documents. Seller hereby assigns to Buyer, without recourse, any applicable warranties extended to Seller. Such assignment shall constitute Seller’s sole obligation and Buyer’s sole exclusive remedy from Seller with regard to defective materials and/or equipment installed. This limited warranty is in lieu of all other warranties, statutory or otherwise, express or implied, all representations made by Seller, and all other obligations or liabilities respective of the Services provided at the Property. Seller disclaims all other warranties, express or implied, including without limitation any implied warranty of workmanlike construction, implied warranty of habitability, implied warranty of fitness for a particular purpose or use, and/or implied warranty of merchantability. Under no circumstances shall Seller be liable to Customer for loss of time, loss of use, inconvenience, or any other incidental or consequential damages that may arise from a breach of this Agreement. Unauthorized repairs or attempted repairs shall void this warranty entirely, which includes, but is not limited to, work done on equipment or components by a nonaccredited technician.
Performance or Condition of Existing Equipment: Seller is not responsible for the performance, functionality, or compatibility of existing equipment, ductwork, plumbing, electrical components, controls, or other equipment/materials that is not replaced during any work / installation that Customer demands to keep in place. In the event that the system fails to operate properly, any warranties provided hereunder will be voided entirely. In the event that an existing piece of equipment prevents the proper start up or operation of the new equipment or system, Customer assumes all responsibility for any additional service charges that may be incurred. Some manufacturers my void part or all warranty when using existing equipment with new parts.
Existing Line Set: Seller is not responsible for any problems with heating or cooling due to the existing line set, which may require repair and replacement for an additional cost to the Customer in the event Seller is unable to pull a 500 micron vacuum on an existing line set. Should Customer reject Seller’s recommendation to replace an existing line set, Seller’s limited warranty is voided.
Existing Freon Pipe: Seller is not responsible for the condition of any existing gas pipe that is not readily accessible. Customer is responsible for any additional costs incurred if pressure testing is required to identify leaks and necessary repairs.
Paint, Patchwork, and Repairs: Seller is not responsible for any painting, patchwork, or repair work that may be required following modification/installation work.
Personal Property: Seller is not responsible for damage to Customer’s personal property left in or near the project area.
Mold: Seller shall not be responsible for any claims, damages, actions, costs, or other liabilities, whether direct or indirect, that may be caused by, resulting from, or relating to, mold. The discovery and/or removal or any mold or any hazardous materials is excluded from the scope of Seller’s work, and Seller reserves the right to stop work until such mold or hazardous materials are removed.
Insurance and Waiver of Subrogation: Customer shall maintain property insurance upon the entire structure including all work to be performed pursuant to this Agreement to the full insurable value thereof. This insurance shall inure against the perils of fire, theft, extended coverage, vandalism, and malicious mischief. Customer and Seller waive all rights against each other for damages caused by insured perils whether or not such damage is caused by the fault or negligence of any party hereto.
Indemnification: Customer shall indemnify, defend, and hold harmless Seller and its respective directors, officers, employees, agents, sureties, subcontractors, and suppliers from and against any and all losses, costs, expenses, damages, injuries, claims, demands, obligations, liabilities, judgments, fines, penalties, interest and causes of action, including without limitation administrative and legal costs and reasonable attorney's fees, involving the following: (a) injury or death to any person, or damage to or destruction of any property (including loss of use thereof), except to the extent caused by the sole negligence or intentional misconduct of Seller; and (b) any failure of the Customer to comply with the requirements of the Agreement.
Risk of Loss: Risk of loss shall pass to the Customer upon delivery of materials and equipment to Customer’s Property. Seller shall not be responsible for any loss due to fire, theft, vandalism, and/or malicious mischief once delivered to Customer’s Property. Customer shall assume all responsibility for any such loss and Customer shall maintain insurance coverage to protect against such loss.
Severability: Should any part of this Agreement be adjudged to be void, unenforceable, or contrary to public policy, only such void or unenforceable portion shall be stricken and eliminated hereof while the other portions remain valid and enforceable.
Performance: If Customer fails to perform any of Customer’s obligations herein or if Seller, in good faith, believes that the prospect of payment or performance to be impaired, Seller may upon seven (7) days written notice to Customer terminate this Agreement while retaining all mechanic’s lien rights as well as right to payment for the full amount of work performed plus reasonable overhead and profit, interest, attorneys’ fees, and other charges due and unpaid.
Collections: If amounts owing under this Agreement are not paid within seven (7) days, Customer agrees to pay a late charge on any outstanding balance at one and a half percent (1.5%) per month or eighteen per cent (18%) per annum on the unpaid amount calculated from the date payment was due. Customer will be deemed to have accepted Seller’s performance as complete under this Agreement unless Customer notified Seller in writing otherwise within three (3) days of substantial completion. Should Seller retain the assistance of a third party, including without limitation an attorney, to assist with collection of unpaid amounts due and owing, Customer agrees to pay Seller’s costs associated therewith including without limitation reasonable attorneys’ fees and court costs.
Entire Agreement: This Agreement constitutes the entire agreement between Customer and Seller. No agreements, representations, or warranties other than those specifically set forth herein shall be binding on any of the parties unless set forth in writing and signed by both parties.
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