Terms and Conditions of Sale - Moody Marine Service

Terms of Use

JA Moody LLC and Moody Marine Service LLC

STANDARD TERMS AND CONDITIONS OF SALE

1. Scope

These conditions shall apply to all contracts between JA Moody LLC or Moody Marine Service LLC (hereafter known as Seller) and the Customer, either written or oral, for the sale or supply of any products or services, to the exclusion of any other terms and conditions where a purchase order has been given to Seller. In the case of any inconsistency between the terms and conditions of any quotation, purchase order, acknowledgement, or form of contract sent from Customer to Seller, or contained in any other communication between the Customer and Seller, then these conditions shall prevail.

2. Orders and Acceptance

Specifications or any description of the products or services appearing in any catalogue or marketing materials shall not form a part of the contract between the Seller and the Customer unless such specification or description is specifically referenced and restated in the order and specifically acknowledged by Seller in its acceptance.

3. Price and Payment

All prices quoted by seller are exclusive of sales, use, excise taxes, duties, charges, or similar costs. Unless otherwise stipulated in any quotation or otherwise expressly agreed in writing, all prices are exclusive of all shipping costs, which shall be invoiced to and paid by the Customer as additional charges. Unless otherwise agreed in writing, the Customer shall make payment of the purchase price in US dollars at the time stated in the quotation or upon delivery of the product or services, without deduction or discount of any kind. Each payment shall be made per payment terms identified on the associated purchase order. If a Customer disputes any invoice or part thereof, the Customer shall immediately pay the undisputed portion of the invoice and shall immediately notify Seller in writing of the reasons for such dispute. The parties shall seek to resolve the dispute within fourteen days of such notification. Upon resolution of the dispute, such sum as is agreed upon by the parties as payable shall be paid immediately to the Seller.

4. Delivery, Title and Risk of Loss

All times and dates given by Seller for delivery of products or services are given in good faith, and Seller shall use reasonable efforts to meet such delivery times and dates, and, except as expressly provided for in this article, Seller shall have no liability to the Customer in the event of a delay in delivery or performance that is beyond the control of Seller. Unless otherwise expressly stated in the quotation or order, delivery of products shall be F.O.B Seller’s facility. Buyer will provide sales tax exemption certificates on request. As security for the full and prompt payment of all amounts owed by Customer to the Seller, the Customer grants Seller a security interest in all products supplied by Seller to the Customer. Seller shall have the right to make, and the Customer agrees to accept, delivery by installments. Upon delivery, it shall be the responsibility of the Customer to inspect the condition of the products or services to determine that they conform to the order.

5. Lead Times (No Guaranteed Delivery Dates)

Seller acts solely as a distributor of products manufactured by third parties. All quoted or estimated lead times are provided for planning purposes only and are not guaranteed. Delivery dates are subject to manufacturer production schedules, material availability, supply chain disruptions, transportation delays, labor conditions, force majeure events, and other factors beyond Seller’s control. Seller shall not be liable for delays in delivery, and no delay shall constitute grounds for cancellation, return, termination for convenience, chargeback, or claims for damages. For orders supporting U.S. Government contracts, Seller’s delivery obligations are expressly conditioned upon timely performance by the manufacturer, and Seller does not assume responsibility for subcontractor or supplier delays under FAR 52.249, DFARS 252.249, or related clauses.

6. Cancellations

All cancellations are subject to the following terms, regardless of whether the transaction supports a commercial or U.S. Government contract. Standard Stock Items: Customer cancellations for convenience are subject to a minimum 15% restocking fee. Non-Stock materials are subject to a minimum 15% cancellation fee plus all manufacturerimposed costs and freight.

7. Returns

No returns will be accepted without Seller’s prior written authorization and issuance of a Return Merchandise Authorization (“RMA”). Return requests must be made within sixty (60) days of the invoice date. Customer is responsible for all freight, insurance, and handling charges, including return shipment. Approved returns of standard stock items are subject to a 15% restocking fee. Special order materials are nonreturnable, even if purchased in support of a U.S. Government contract, unless expressly approved in writing by Seller. Any approved return will be subject to all Seller and manufacturer costs incurred plus 15% administrative fee. Merchandise returned without authorization or not in compliance with Seller’s instructions will be refused or returned at Customer’s expense. No credit shall be issued without Seller’s written approval.

8. Warranty Assignment of Manufacturer Warranty

Seller is not the manufacturer of the products sold and makes no independent warranty, representation, or guarantee of any kind, express or implied, including any warranty of merchantability, fitness for a particular purpose, non-infringement, or conformity to specification, except to the extent expressly stated in writing by Seller. With respect to products manufactured by third parties, Seller shall, to the extent permitted, assign or otherwise pass through to Customer the benefit of any warranty actually provided by the original manufacturer. Any such manufacturer warranty shall be subject exclusively to the manufacturer’s terms, conditions, limitations, procedures, and remedy provisions. Typical manufacturer warranty coverage is eighteen (18) months from date of sale or twelve (12) months from date placed in service, whichever occurs first, but Seller does not independently warrant or guarantee such coverage and shall have no obligation beyond reasonably assisting Customer in submitting a valid warranty claim to the manufacturer. All service repairs are guaranteed for 180 days.

9. Limitations of Liability

Notwithstanding any other provisions in these conditions: Any obligation, liability, right, claim, or remedy in tort (including, without limitation, for the avoidance of doubt, any breach of statutory duty) that the Customer may otherwise have against Seller is hereby excluded fully as permitted by law. Where Seller supplies products/services, Customer shall be responsible for ensuring that such products/services are suitable for use in the process media and or Customer designated application and shall indemnify and hold Seller harmless from and against all damages, claims, costs, or liabilities incurred by Seller arising from the products/service not being suitable. SELLER SHALL NOT BE LIABLE TO THE CUSTOMER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY) OR OTHERWISE HOWSOEVER ARISING FOR ANY LOSS OF PROFIT OR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE WHATSOEVER INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF PRODUCTION, MATERIAL WASTAGE, DEPLETION OF GOODWILL, REPUTATION OR LOSS OR CORRUPTION OF DATA, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS BEING INCURRED. Seller’s aggregate liability to the Customer arising out of the supply of any products/services will in no event exceed the price paid by the Customer to Seller for such products and /or services. The Customer agrees and acknowledges that these conditions have been the subject of discussion and negotiation and are fully understood by the Customer.

10. Export and Import Terms

Delivery and performance respectively of the Products/Services supplied by Seller are subject to applicable export control laws and regulations of the United States and conditioned upon receipt of required government licenses and approvals. The Customer shall, in a timely manner and at its own expense, provide to Seller such end user certificates as necessary in support of obtaining and maintaining export compliance.

11. Force Majeure

Seller shall not be liable for delay or failure in performance of any of its obligations to the Customer attributable in whole or in part to any cause beyond its reasonable control including, but not limited to, actions or inactions of government bodies whether in its sovereign or contractual capacity, judicial action, war, civil disturbance, insurrection, sabotage, act of a public enemy, act of terrorism, labor difficulties or disputes, failure or delay by Seller’s suppliers or subcontractors, transportation difficulties, shortage of energy, materials, labor or equipment, accident, fire, flood, storm or other act of God, (“Force Majeure”) or the Customer’s fault or negligence.

12. Fraud, & Falsification Prevention

Supplier shall maintain appropriate controls to prevent fraud, falsification, and other improper conduct affecting contract compliance, product integrity, or service performance. Supplier shall ensure that its employees, agents, and subcontractors working in connection with this order are aware of the seriousness of fraud, falsification, and misconduct, and of their responsibility to act with honesty and integrity in all matters relating to the order. Supplier shall promptly report any known or suspected fraud, falsification, misrepresentation, or other improper conduct relating to the products, services, certifications, records, or contractual performance to the appropriate authorities and, where applicable, to Purchaser. Supplier shall also provide appropriate training, oversight, and preventive measures designed to reduce the risk of such conduct and to promote full compliance with contractual and legal requirements.

13. Termination

Seller may terminate any order:

Immediately upon notice to the Customer if the Customer is delinquent for more than 30 days in the payment of any sum due to Seller
Immediately upon notice to the Customer if it is in breach of any obligation under the order and the Customer has failed to remedy such breach within 30 days of written notice to the Customer requiring the breach to be remedied.
Termination of any order by Seller shall be without liability or obligation of any kind on the part of Seller.

14. Indemnities

Customer agrees to indemnify, release, defend and hold harmless Seller, its affiliates, their employees, officers, directors, shareholders, agents, and subcontractors against all claims, costs, charges, expenses, damages and other liabilities (including attorney’s fees) in connection with any injury, death, or ill health, of any personnel of Customer, its affiliates, its subcontractors, or any loss of or damage to property (whether owned, leased or hired) of Customer, its affiliates, its subcontractors, regardless of the cause therefor, including without limitation, the negligence or strict liability of the Seller’s indemnitees, its affiliates, their employees, officers, directors, agents, and subcontractors. Customer will indemnify, hold harmless, and defend the seller’s indemnitees from and against any claims, suits, judgments, expenses, or liabilities of any nature (including without limitation, all reasonable attorneys’ fees) which are threatened or brought against, or are incurred by, Seller’s indemnitees arising from any actions, omissions, or misrepresentations of Customer in the use, promotion, or sale of products or services provided by Seller.

15. Technical Data

Seller shall not be obliged to safeguard or hold confidential any data, technical or other information furnished by Customer for Seller’s supply of products or services unless (and only to the extent that) the Customer and Seller have entered into a separate written confidentiality agreement.

16. Governing Law and Jurisdiction

These Conditions shall be governed by and construed in accordance with the laws of the State of Delaware.

17. Dispute Resolution

The parties shall attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to any quotation, order, sale, product, service, or these Terms and Conditions through prompt discussions between authorized representatives. If the dispute is not resolved within thirty (30) days after written notice of the dispute, either party may pursue any remedy available at law or in equity in the state or federal courts located in Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts. Each party waives any objection based on forum non conveniens or improper venue. Notwithstanding the foregoing, Seller may seek collection of undisputed amounts due, injunctive relief, or other provisional or equitable remedies in any court of competent jurisdiction.

18. Enforceability

Any provision of these conditions that is prohibited or unenforceable for any reason in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of that prohibition or unenforceability without invalidating the remaining provisions, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction. For any provision severed from these conditions, there shall be deemed to be substituted a like provision to accomplish the intent of the parties as closely as possible to the provision so severed, as determined by any court of competent jurisdiction, to the extent permitted by law.

19. Notices

Any notice to be given under these Conditions shall be in writing and may be hand delivered (including by courier service) in the case of the Customer, notice may be sent to its principal place of business or such other address as the Customer may have provided to Seller for this purpose. In the case of Seller, notices shall be sent to Seller at the address stated on the order marked to the attention of “General Manager.”

20. Miscellaneous

Neither the Customer nor Seller may assign these conditions in whole or in part without the prior written consent of the other party. No amendment to the order shall be effective unless in writing and signed on behalf of both parties. No failure by either party to enforce, at any time or for any period, any one or more of the terms or conditions of the Order shall be construed as a waiver of them or of the right at any time subsequently to enforce all terms and conditions of the Order. Any obligations and duties, which by their nature extend beyond the expiration or earlier termination of these Conditions and/or the completion of each Order shall survive any such expiration or termination and remain in effect.

21. Entire Agreement and Third Parties

These Conditions supersede all previous communications, transactions, and understandings, whether written or oral, and constitute the sole and entire agreement between the parties pertaining to any Order. No modification or deletion of, or addition to these Conditions or any Order shall be binding on either party unless made in writing and signed by a duly authorized representative of both parties. No contract between the parties for the supply of Products or Services shall confer any right upon any third party, either by virtue of the contracts (Rights of Third Parties) Act 1999 or otherwise.