Terms & Conditions
1. Prices
All prices are Fixed and Firm and are inclusive of standard commercial packing for shipment unless otherwise stated. All transportation, insurance, special packing costs and expenses, and all Federal, state and local excise, duties, sales, and other similar taxes are the responsibility of the Purchaser. All prices are subject to adjustment, at any time, by Beringia Marine for changes in manufacturer pricing.
2. Payment, Cancellations and Changes
Terms are prepayment unless otherwise agreed in writing. Interest shall be charged on overdue accounts at the rate of 18% per year (1.5% per month) from the due date. Cancellations or changes made with Beringia Marine's written consent will be subject to a cancellation fee of $150.00 plus an amount up to 100% of the quoted price. A cancellation or change without Beringia Marine's written consent constitutes a breach of this Agreement and shall entitle Beringia Marine to all remedies available at law or in equity.
3. Delivery
Purchaser shall supply shipping instructions with each order which sall include: Ship to and bill to address, Quotation #, Preferred carrier and account #, Custom broker/freight forwarder including name and contact phone number. In the absence of specific instructions, the manufacturer and/or Beringia Marine may select a carrier and insure Products in transit and charge Purchaser accordingly. The manufacturer and/or Beringia Marine shall not be responsible for any failure to perform due to unforeseen circumstances or causes beyond its ability to reasonably control. Title shall pass to Purchaser when Purchaser has paid Beringia Marine all amounts due. Risk of loss, damage or destruction shall pass to Purchaser upon delivery to carrier. Goods are provided solely for incorporation into the Purchaser's end product and shall not be onward delivered except as incorporated in the Purchaser's end product.
4. Copyright and Confidentiality
Copyright in any specification, drawing, computer software, technical description and other document supplied by Beringia Marine on the behalf of the manufacturer under or in connection with the Order and all intellectual property rights in the design of any part of the Equipment or provision of services, whether such design be registered or not, shall vest in the manufacturer absolutely. The Buyer shall keep confidential any information expressed or confirmed by Beringia Marine and the manufacturer in writing to be confidential and shall not disclose it without Beringia Marine and the manufacturer's prior consent in writing to any third party or use it other than for the operation and maintenance of any Equipment provided.
5. General Provisions
All Purchase Orders are subject to approval and acceptance by Beringia Marine. Any Purchase Order or other form from the Purchaser, which purports to expand, alter or amend these terms and conditions, is expressly rejected and is and shall not become a part of any agreement between Beringia Marine and the Purchaser. This agreement shall be interpreted under the laws of the State of California, USA.
6. Third Party End-User Warranties
Beringia Marine hereby assigns and extends to Purchaser all end-user warranties on third party Products supplied by Beringia Marine, to the extent Beringia Marine is permitted to do so.
7. Exclusion of Liability
If a Party would, but for this paragraph (7), have concurrent claims in contract and tort (including negligence), such claims in tort (including negligence) shall to the extent permitted by law be wholly barred, unenforceable and excluded. Beringia Marine shall not be liable to the Buyer by way of indemnity or by reason of any breach of the Order or of statutory duty or by reason of tort (including but not limited to negligence) for any loss of profit, loss of use, loss of production, loss of contracts or for any financing costs, or for any indirect or consequential damage whatsoever that may be suffered by the Buyer. In the event and to the extent that Beringia Marine shall have any liability to Buyer pursuant to the terms of the Order, Beringia Marine shall be liable to Buyer only for those damages which have been foreseen or might have reasonably been foreseen on the date of effectivity of the Order and which are solely an immediate and direct result of any act or omission of Beringia Marine in performing the work, or any portion thereof, under the Order and which are not in the aggregate in excess of ten (10%) percent of the total Order price.
8. Force Majeure
In the event either party is unable to fully perform its obligations hereunder (except for Purchaser's obligation to pay for Products ordered) due to events beyond its reasonable control including but not limited to acts of God, action by any governmental authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, terrorism, natural disasters, wars, sabotage, labor problems (including lockouts, strikes, slowdowns), inability to obtain power, material, labor, equipment or transportation, or court injunction or order, that party shall be relieved of its obligations to the extent it is unable to perform. Timely notice of such inability to perform shall be given to the other party. In the event of Beringia Marine's inability to perform due to force majeure that continues for more than thirty (30) days, Purchaser shall be entitled to reduce its purchase obligations towards Beringia Marine by the quantities purchased from other sources but shall not have the right to terminate this Agreement.