Terms of Sale
Last updated: May 10, 2021
1. ENTIRE AGREEMENT. These Terms and Conditions of Sale (“Agreement”) shall constitute the complete and exclusive statement of all the terms of the agreement between you and SEABER S.A.S, doing business as SEABER (“SEABER”) regarding the purchase of products or services offered by us and purchased by you (collectively referred to as the “Product” or “Products”). SEABER’s performance hereunder is expressly conditioned on your assent to this Agreement.
2. ELIGIBILITY. You represent and warrant that your purchase and use of the Product(s) is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual making this purchase on your behalf represents and warrants that they have the authority to bind you to these terms, and you agree to be bound by this Agreement.
3. PRODUCTS. SEABER reserves the right to modify or change at any time, and, at its discretion, to inform you of any modifications or changes to Products ordered under this Agreement that affect form, fit, function, or performance prior to shipment. SEABER will be free to substitute components or modify manufacturing processes and make other changes in the Product(s) and/or Product specifications at any time and without any prior notice.
5. ORDER ACCEPTANCE; ALLOCATION. Orders are subject to acceptance by SEABER. Orders are accepted only when confirmation is sent by SEABER to you. Shipment schedules are established in accordance with Product availability. Product can be under export restriction. However, SEABER shall not have any liability for failure to meet a delivery date. SEABER reserves the right to allocate inventories and current production in its sole discretion.
6. PRICE; PAYMENT TERMS. The price paid by you shall be that stated on SEABER’s sales order acknowledgment, which will be emailed to you. Prices are subject to change without notice, and the price stated on SEABER’s website (seaber.fr) shall reflect the current and most up-to-date prices. All prices are in Euros, and all payments are to be made in Euros. Payment is due in advance and no product will be shipped unless SEABER has received payment in full. Payment is not conditioned upon the Product(s) meeting any acceptance testing procedures.
7. TAXES. You are responsible for paying or reimbursing SEABER for all taxes, or for providing SEABER with a tax exemption certificate acceptable to the taxing authorities.
8. SHIPMENT. SEABER will charge you for shipping and handling charges in accordance with SEABER’s policies at the time of purchase. Products shall be shipped DAP (Incoterms 2010), with shipping and handling costs pre-paid and added to the purchase price. Title to hardware and all risk of loss passes to you upon delivery at the agreed upon destination point. Title to software remains with SEABER all times.
9. IMPORTER OF RECORD. You shall be the importer of record and are responsible for fulfilling quota terms, obtaining import licenses, paying import license or permit fees, duties and customs fees, and any other governmental or import taxes or fees, and preparing and submitting all required documentation in connection with importing the Product(s).
10. USE OF PRODUCT. You shall ensure that your use of the Product(s) is in compliance with all local, state, national and international laws, and shall secure all necessary permits or permissions required for your use of the Product(s), such as for deploying or operating the Product(s) in the marine environment and complying with relevant environmental regulations.
11. CHANGES TO ORDER; CANCELLATION. Order or cancellation will not be considered from a buyer without written request to and acceptance from SEABER. All direct and indirect costs, expenses, and overheads (including a reasonable profit) incurred by, or in direct or indirect connection with the order will be due and payable to SEABER in the event the requested cancellation is approved by SEABER. Costs, expenses; overhead and profit will be determined on the basis of consistently sound cost accounting principles applied by SEABER.
SEABER retains the right to cancel any order, refuse delivery, or delay shipment in the event the buyer fails to submit payments when due, perform any other buyer obligations, or meet conditions specific to the buyer, at the sole and absolute discretion of SEABER.
12. LIMITED WARRANTIES; WARRANTIES EXCLUSIVE. SEABER warrants that any hardware Product(s) purchased by you will substantially conform to SEABER’s published specifications for such Product for twelve (12) months from the date of shipment. The software warranty (if any) is as set forth in SEABER’s Terms of Service. Superficial or cosmetic damages which do not affect Product performance or operation, or any Product that is damaged, abused, modified, altered, not used or maintained in accordance with standards of use, or is missing its serial code, or returned in any manner that is not in compliance with SEABER’s standards, is not covered by this warranty. SEABER’s sole obligation under this express warranty shall be, at SEABER’s option and expense, to repair or replace the Product. To make a warranty claim, you may contact SEABER at email@example.com within the applicable warranty period. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state or country to country. Data in catalogs, documentation submitted in conjunction with quotations, and other written documents as well as general statements in advertisements and similar, shall not be construed as a warranty related to any function or quality of SEABER’s Products or parts thereof.
EXCEPT AS EXPRESSLY PROVIDED IN HEREIN, ALL PRODUCTS AND SERVICES ARE ON AN “AS IS” BASIS WITHOUT ANY WARRANTY WHATSOEVER, AND SEABER AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND FITNESS FOR A PARTICULAR PURPOSE. SEABER ALSO MAKES NO WARRANTY REGARDING NONINTERRUPTION OF USE OR FREEDOM FROM BUGS.
13. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER SEABER NOR ITS SUPPLIERS OR LICENSORS WILL BE LIABLE WITH RESPECT TO ANY PRODUCT OR OTHER SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (I) ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE AMOUNTS PAID TO SEABER BY YOU DURING THE TWELVE MONTH PERIOD PRIOR TO DATE THE CAUSE OF ACTION FIRST AROSE, OR (II) ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES. NEITHER SEABER NOR ITS SUPPLIERS OR LICENSORS WILL HAVE ANY LIABILITY FOR ANY FAILURE OR DELAY DUE TO MATTERS BEYOND ITS REASONABLE CONTROL OR FOR ANY ALLOCATION OF PRODUCTS BETWEEN ITS CUSTOMERS IN THE EVENT OF A SHORTAGE.
THIS SECTION 13 SHALL NOT BE DEEMED TO PRECLUDE ANY LIABILITY WHICH, UNDER APPLICABLE PRODUCTS LIABILITY LAW, CANNOT BE PRECLUDED BY CONTRACT.
14. EXPORT COMPLIANCE. You agree not to export, either directly or indirectly, any Product purchased or without first obtaining any required license. If you export any such Product you shall ensure that the export of the Product is in compliance with all laws, and regulations.
15. FORCE MAJEURE. SEABER shall not be liable to you for any alleged loss or damages resulting from delays in performance (including loss or damages resulting from delivery of the Product(s) being delayed) caused by your acts, acts of civil or military authority, governmental priorities, earthquake, fire, flood, epidemic, quarantine, energy crisis, strike, labor trouble, component shortage, war, riot, accident, shortage, delays in transportation, or any other causes beyond SEABER’s reasonable control.
16. WAIVER; SEVERABILITY. A waiver of any default hereunder or of any provision of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other provision, but shall apply solely to the instance to which such waiver is directed. In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, a modified provision shall be substituted which carries out as nearly as possible the original intent of the Parties, and the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired thereby.
17. GOVERNING LAW AND VENUE. This Agreement is governed by the laws of France without regard to conflict of law principles. You and SEABER submit to the personal and exclusive jurisdiction of the state courts located within Lorient, France for resolution of any lawsuit or court proceeding permitted under these Terms.
18. SURVIVAL. The following provisions shall survive the termination of this Agreement: Entire Agreement; Remote Access Packages; Software License; Price; Payment Terms; Shipment; Taxes; Exporter and Importer of Record; Use of Product; Limited Warranties; Warranties Exclusive; Limitation of Liability; Export Compliance; Force Majeure; Waiver; Severability; and Governing Law and Venue.