Contract and Purchase Terms
All terms and conditions concerning or affecting the sale identified on the front side of this document are contained in these General Terms and Conditions. No representations, warranties, promises or other statements, either verbal or written, shall affect, change or in any way alter the terms herein contained. The terms hereof may not be changed or superseded by any documentation of Buyer, including purchase orders, bills of sale or other terms or conditions contained in Buyer’s documentation, unless such changes are expressly agreed to in writing and signed by Seller’s authorized representative. Acceptance is expressly limited to the terms and conditions contained herein. If any term or condition of this document, or the application of any term or condition of this document to any person, entity or circumstance is found to be invalid, illegal or unenforceable in any respect, the remainder of the terms and conditions of this document shall be valid and enforceable as if the invalid term, condition or provision were not a part of the terms and conditions of this document.
1. DELIVERY: Buyer agrees to inspect all material as it is unloaded, and if transit damage has occurred, Buyer will substantiate the claim with the carrier on the freight receipt. Unless so noted, any materials offloaded will be considered as delivered in good condition. All shipments are FOB Seller’s shipping point (ex works), unless otherwise agreed in writing.
2. LOSS IN TRANSIT AND ENVIRONMENTAL RESPONSIBILITY: Title and risk of loss in transit pass to Buyer at the time of delivery to Buyer (or its carrier designated by Buyer in cases where shipment is made ex works Seller’s shipping point) in accordance with all applicable federal, state, provincial or local laws or regulations, including but not limited to U.S. Department of Transportation and U.S. Environmental Protection Agency regulations for hazardous substances, is completed. Seller shall not be liable for any discharge, spill or other incident, including but not limited to expenses for any clean-up costs, involving any materials transported hereunder.
3. CREDIT and PAYMENTS: Unless noted otherwise on Seller’s invoice and/or Bill of Lading, payment shall be made per terms stated on the invoice). All past due amounts will accrue interest at the rate of 12% per annum. Buyer further agrees to pay to Seller all reasonable and necessary attorney’s fees necessitated in collecting past due amounts. Seller reserves the right at any time to alter or suspend credit, or to change credit, or to change terms provided herein. Seller may withhold any and all subsequent deliveries upon failure to pay an invoice at due date.
4. SELLER’S SECURITY INTEREST: To secure payment of the purchase price of the goods identified and listed on the front of this document, Seller will retain and hereby retains a security interest in said goods and in any proceeds of said goods under Chapter 9 of the Texas Business and Commerce Code until the obligation is fully paid.
5. DISCLAIMER OF WARRANTIES AND LIMITATION OF REMEDIES: Seller is the manufacturer of the goods listed on the front of this document. Goods furnished by Seller shall carry whatever warranty the manufacturers have conveyed to Seller and which can be passed to Buyer, and none other. SELLER MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AND TO THE GREATEST EXTENT ALLOWED BY LAW ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED, including defect caused by deterioration of the coating surfaces from exposure to abnormally high temperatures, abnormal pollution, abrasion, electrochemical action, mechanical damage, abrasive cleaning or misuse of the PRODUCT.
6. Buyer understands the materials purchased are non-toxic in nature and will not kill marine organisms as a means of keeping the underwater hull of his/her vessel clean. The materials purchased are non-toxic and requires periodic hull cleaning or maintenance depending on geographic location and level of use. Buyer further understands that it is his/her responsibility to monitor and carry out proper and timely maintenance. THE UNDERWATER HULL AREA MAY BE CLEANED WITH STANDARD NON ABRASIVE UNDERWATER SCRUBBING EQUIPMENT WITH APPROVED POLY BRUSHES ONLY as per below. Non abrasive cleaning mitts (Gloves), pieces of carpet or other soft materials are allowed. Plastic scrapers may be used as well with care to remove any hard growth.
Silicon – paint-safe for removal of marine-fouling
Polypropylene – Used for cleaning growth on fiberglass, aluminum, steel and wood. 017, 020, 025, 028, 036
Nylon – Light fouling, grass and slime on fiberglass, aluminum, steel, and wood. 017, 022, 028 Nylon
7. BUYER AGREES THAT ITS REMEDIES FOR BREACH OF ANY PART OF THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF:
(a) ACTUAL DAMAGES SUSTAINED AND NOT REASONABLY CAPABLE OF MITIGATION OR COVER, OR;
(b) THE PURCHASE PRICE OF THE GOODS ACTUALLY PURCHASED AND DELIVERED OR REPLACEMENT OF SUCH GOODS, AT SELLER’S ELECTION. BUYER AGREES THAT SELLER IS NOT LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER.
8. INDEMNITY: Buyer shall defend, indemnify and hold harmless Seller, its affiliates, partners, successors, assignees, its legal representatives, directors, shareholders, agents and employees against any loss, damage, claim, suit, liability, judgment, and expense (including but not limited to attorney’s fees and other costs of litigation) and any fines, penalties and assessments arising out of injury, disease or death of persons (including but not limited to the employees of either Party) or damage to or loss of any property (including but not limited to the Buyer’s existing facilities) or the environment or violation of an applicable law of any governmental authority having jurisdiction, resulting from or in connection with the services or goods provided or sold to others by Buyer, its agents or subcontractors. BUYER AGREES TO INDEMNIFY SELLER AGAINST ALL LOSSES OCCASIONED BY THE NEGLIGENCE OF BUYER, SELLER, OR THE AGENTS OR SUBCONTRACTORS OF EITHER.
9. GOVERNING LAW: This document shall be governed by the laws of the State of Texas, including the Texas Uniform Commercial Code. Unless otherwise indicated by the context, whenever a term used in this document is defined in the Texas Uniform Commercial Code, the definition contained therein is controlling as to the meaning of the term.
10. FORUM: Since, among other things, Seller is a legal entity having a principal office in the State of Texas, the parties hereto agree to submit to the jurisdiction of the courts of the State of Texas in connection with any controversy arising hereunder. Venue for litigation of any controversy arising out of this document and the products and services sold and delivered pursuant to the terms and conditions of this document is agreed to be Montgomery County, Texas.
Most material (see “No Returns” list below for exceptions) may be returned to Seller within 30 days of delivery with a properly approved return authorization. Call our Customer Service department at (832 237-4400) for a Return Authorization number (RA#). If the return is due to a Seller error, freight will be prepaid by seller. In the case of Buyer error or the election of buyer, freight will be at Buyer’s expense. Unless due to an error by Seller, returns are accepted only on unopened material in the original packaging and labels and only if the item is in “salable” condition. Manufacturer owned material will be subject to their policies and procedures. Returns for material purchased after 30 days of delivery are subject to management approval, a minimum of 25% restocking fee (minimum of $50.00) and close inspection. Generally items whose delivery date is 90 days or older will NOT be approved for a return.
No Returns: Online Order cancellation is allowed within 72 hours of placing the order. Full refund will be made to buyer less any freight expense if order has shipped. Seacoat SCT, LLC and or SEA-SPEED PC, LLC may take up to ninety (90) days to process returns due to transit time and any inspection requirements by product. Generally, Items may NOT be returned, unless it’s Seller’s error and discretion. Packaging that has been opened or product that has been partially used, has incomplete labeling, not in “salable” condition, “custom” items (like printed containers), items that were brought in specifically and only for the Seller, items sold as “not returnable”, items that Seller did not sell to Buyer, a supplier line that Seller no longer represents, discontinued material.