General Terms and conditions of sale
SEABER
Last updated: February 16th, 2023
1. DEFINITIONS. « SEABER » refers to SEABER S.A.S conducting business with a Buyer to sell goods and/or provide services. « Buyer » refers to any legal entity, whether French or international, placing an order with SEABER for goods or services intended for use in a business or for resale to final customers. “Parties” refers to SEABER and the Buyer. « Agreement » or « GTCs » refers to the hereby General Terms and Conditions of Sale. “Product” or “Products” collectively refers to the goods or services offered by SEABER. “Website” refers to SEABER’s website: seaber.fr which provides information on the features of the Products as well as their cost.
2. SUBJECT/ENTIRE AGREEMENT. This GTCs serves to outline the rights and obligations of the Parties within the context of their relationship and to educate any potential professional Buyer of the terms and procedures under which SEABER sells and delivers the requested Products. The GTCs are applicable to all sales of Products by SEABER, regardless of any clauses that may appear in the Buyer’s documents, in particular its General Terms of Purchase. The GTCs thus prevail over any other document, unless special conditions are expressly agreed to in writing by SEABER. The GTCs are provided by SEABER to any Buyer who requests them in line with the applicable regulation so that they may issue an order. Any order is subject to the Buyer’s prior, express, and unconditional acceptance of the GTCs, of which the Buyer confirms knowledge of in advance. This acceptance is not subject to a handwritten signature. SEABER’s performance hereunder is expressly conditioned Agreement.
3. ELIGIBILITY. The Buyer guarantees that all applicable laws and regulations are followed in relation to their acquisition and use of the Product(s). If the Buyer is a corporation, organization, or company, the person purchasing on their behalf declares and guarantees that they are authorized to bind the Buyer to these terms, and the Buyer agrees to be bound by this Agreement.
4. PRODUCTS. Any modifications or alterations to the Product(s) ordered under this Agreement that have an impact on their shape, fit, functionality, or performance may be made at any time by SEABER. SEABER also maintains the right to notify the Buyer prior to shipment if they deem it appropriate. At any time and without prior notice, SEABER shall be able to substitute components, alter manufacturing procedures, and/or make other changes to the Product(s) and/or Product specifications.
5. SOFTWARE LICENSE. All software supplied by SEABER is subject to an operating license which is specific to the Buyer. This license may not be resold or reused or transferred to a third party. The software provided by SEABER may not be used for any purpose other than that specified in the Terms of Use, included in the software. The Buyer concurs to abide by this terms and conditions.
6. RETENTION OF TITILE. SEABER is and will continue to be the exclusive owner of any intellectual property rights attached to the Products. The same applies to all product photographs and technical documents, none of which may be shared with third parties without their prior written consent. All commercialization and reproduction rights related to the Products, as well as the technical photographs and documentation of the Products, are solely reserved for SEABER. The software ownership always remains with SEABER. The Buyer is hereby advised and agrees that, in line with Articles L624-16 and L.624-18 of the French Civil Code, all Product orders are concluded with a reservation of title, postponing the transfer of legal ownership of the Products until full payment of the order. Anytime a bill or deadline is not paid, SEABER reserves the right to request that the Buyer return any delivered Products, including those for which payment has not yet been received, at the Buyer’s expense, and to a location determined by SEABER.
7. ORDER ACCEPTANCE/ALLOCATION. 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. PRICE/PAYMENT TERMS. Products may be subject to export limitations and are only approved and confirmed if SEABER sends the Buyer an acknowledgment of the order’s receipt formalized by a proforma invoice by email.
SEABER reserves the right to refuse, suspend, or cancel any order regardless of its nature, value, or level of execution, including in the event of a delay in or partial failure to make payment on an order or an earlier order, a dishonest commercial practice, a violation of applicable laws and regulations, or a failure on the part of the Buyer to comply with one of their obligations under this Agreement. Schedules for shipments are estimated and given for reference, based on the availability of the Products. In its sole discretion, SEABER reserves the right to divide up stocks and ongoing production. SEABER won’t be held responsible if the estimate delivery deadline is missed.
9. TAXES. If the Buyer fails to provide a tax exemption certificate that the taxation authorities will accept, all taxes must be paid or reimbursed by the Buyer to SEABER. The Buyer is responsible for paying all potential taxes, duties, or other fees that may be imposed on the order during shipping or delivery under domestic or foreign law.
10. SHIPMENT. All Products are shipped in DAP Incoterms 2020: the items are deemed delivered when they are placed at the Buyer’s disposal at the destination, on the incoming means of transportation, without being unloaded. This rule states that SEABER is in charge of transporting the items to the agreed-upon delivery location in the destination nation. Customs procedures, import charges and taxes, as well as unloading the Products at the destination, are all the Buyer’s responsibility. When the hardware is delivered to the pre-agreed destination place, all risk of loss passes to the Buyer. Without specific conditions clearly agreed upon in writing by SEABER, failure to comply with delivery deadlines would never give rise to fines, interest damages, revocation of orders already in process, or extension of payment deadlines.
11. IMPORTER OF RECORD. The Buyer is the official importer of the Product(s) and is in charge of meeting import quota requirements, obtaining and paying import licenses, paying duties, permit and customs fees, as well as any other import taxes or fees. The Buyer is in charge of creating and submitting all required documents related to the import of the Product (s). Products may be subject to import limitations. Prior to making a purchase, it is the Buyer’s responsibility to inquire about the conditions with the destination country’s customs.
12. USE OF PRODUCT. The Buyer is responsible for making sure that their use of the Products complies with all applicable local, state, federal, and international laws. The Buyer is responsible for obtaining any licenses or other authorizations needed for their use of the Products, such as those needed for operating the Products in a marine environment and adhering to all applicable environmental regulations.
13. CHANGES TO ORDER/CANCELLATION. Without formal notification to and acceptance from SEABER, the Buyer’s order change or cancellation will not be taken into consideration. If the requested cancellation is granted, 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. The determination of costs, expenses, overhead, and profit will be made using consistently solid cost accounting standards that SEABER will apply. In the event that the Buyer fails to make payments when due, carry out any other responsibilities owed by the Buyer, or satisfy restrictions particular to the customer, SEABER reserves the right, in its alone and unfettered discretion, to cancel any order, deny delivery, or postpone shipment.
14. LIMITED WARRANTIES/EXCLUSIVE WARRANTIES. Data in catalogs, paperwork submitted with quotes, other written materials, general claims in advertisements, and similar, shall not be interpreted as a warranty relating to any feature or characteristic of SEABER’s Products or components thereof. All Products are provided “as is” without any warranty whatsoever, except as expressly provided herein. For a period of twelve (12) months starting from the date of shipment, SEABER warrants that any hardware Product the Buyer purchase will essentially match the published specifications for such Product. However, SEABER does not guarantee uninterrupted use or potential bugs. Any warranties don’t cover items that have been misused, abused, modified, altered, not used or maintained in accordance with standards of use, missing their serial numbers, or returned in a manner that doesn’t comply with SEABER’s requirements. The warranty doesn’t cover cosmetic flaws that don’t affect a Product’s functionality. The only responsibility of SEABER under this express warranty is to either repair or replace the Product at SEABER’s discretion and expense. Within the applicable warranty period, the Buyer can email SEABER at support@seaber.fr to submit a warranty claim. In addition to the rights protected by this warranty, the Buyer may also be entitled to additional legal rights that vary from state to state or country to country. SEABER and its suppliers unequivocally disclaim all warranties, express, implied and statutory including, the implied warranties of merchantability, title, non-infringement of third-party rights and fitness for a particular purpose.
15. LIMITATION OF LIABILITY. To the fullest extent permitted by law, neither SEABER nor its suppliers or licensors shall be liable with regard 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 exceeding the total amounts paid by the Buyer to SEABER during the twelve (12) months period prior to the date the cause of action first arose, or (II) any incidental or consequential damages. In the event of a shortage, neither SEABER nor its suppliers or licensors will be responsible for any failure or delay caused by events beyond its reasonable control or for any allocation of products between its customers.
In no event will SEABER be held liable for any physical or material losses or damages of any kind that may result from improper implementation or careless usage of the Products, whether direct or indirect, even during the warranty period.
16. EXPORT COMPLIANCE. The Buyer undertakes not to export any purchased Products, either directly or indirectly, or without first securing all necessary licenses. If the Buyer exports any such Product, they must make sure that it is exported in accordance with all applicable rules and regulations.
17. FORCE MAJEURE. According to the provisions of Article 1218 of the Civil Code, SEABER shall not be held liable for the full or partial failure to perform any of its obligations arising from the order when such failure results from an event that qualifies as a case of force majeure under applicable law and case law. No compensation will be sought by the Buyer for delays or unfavorable effects brought on by the occurrence of such an event (caused by the Buyer’s actions, acts of civil or military authority, earthquake, fire, governmental priorities, 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). SEABER agrees to notify the Buyer as soon as possible after the occurrence of this event of force majeure.
18. WAIVER/SEVERABILITY. A waiver of any breach of this Agreement’s terms or of any provision herein must not be construed as a continuous or general waiver of such breach or of any other provision, but rather shall only apply to the specific situation to which it is directed. The validity, legality, and enforceability of the remaining provisions shall not be impacted or impaired in any way if any provision of this Agreement is found to be invalid, illegal, or unenforceable and shall be replaced with a modified provision that carries out the Parties’ original intent as closely as is reasonably possible.
19. GOVERNING LAW AND VENUE. This Agreement is governed by the laws of France without regard to conflict of law principles. For the purpose of any legal action made possible by these terms, both Parties agree to submit to the personal and exclusive jurisdiction of the state courts in Lorient, France.
20. SURVIVAL. The following clauses will remain in effect after this Agreement is terminated: Definition, Entire Agreement, Eligibility, Remote Access Packages, Software License, Price, Payment Terms, Shipment, Taxes, Exporter and Importer of Record, Use of Product, Limited Warranties, Exclusive Warranties, Limitation of Liability, Export Compliance, Force Majeure, Waiver, Severability, and Governing Law and Venue.