TERMS & CONDITIONS OF SALE
TERMS AND CONDITIONS - These Terms and Conditions of Sale, comprising 7 pages, are issued and used by AEGIR-Marine Americas LLC, a company having its principal place of business in Hampton, Commonwealth of Virginia, USA, and apply to any and all sales made to and use by Purchasers including (sub)distributors and/or (end-)Users. AEGIR-Marine Americas LLC is hereinafter referred to as ‘’AEGIR-Marine Americas’’.
1 - DEFINITIONS - For the purposes of these Terms and Conditions of Sale the following expressions shall have the meaning given to them below: (a) Documentation: operating instructions developed by or on behalf of AEGIR-Marine Americas for the Products and/or the Software about the features, functions and/or use of the Software and/or Products; (b) On-Site Services: each Service not provided at AEGIR-Marine Americas’ facilities, but on-site at a Purchaser’s and/or (end-)User’s facilities or at a vessel. Additional terms and conditions apply to On-Site Services, as included in a separate document, called On-Site Maintenance Service Terms; (c) Order: each order from a Purchaser for a Product or Service, in whatever form; (d) Products or Product: any and all shaft seals, stern tube bearings, propulsion systems and related parts and equipment, Software and/or other items delivered and/or manufactured by AEGIR-Marine Americas or any of its suppliers, including documentation, drawings, equipment and any other results from Services provided by AEGIR-Marine Americas, which are the subject-matter of an Order; (e) Purchaser and/or (end-)User: each natural person or legal entity on whose instruction AEGIR-Marine Americas supplies Products and/or provides Services; (f) Services or Service: any and all work, in whatever form and howsoever named (services, maintenance, contracting of work, lending of staff, repairs, etceteras), carried out by or on behalf of AEGIR-Marine Americas for, or for the benefit of, the Purchaser and/or (end-)User; (g) Software: computer software in object code, as well as any improved versions and new releases of such software, including accompanying Documentation and carriers.
2 - ACCEPTANCE OF TERMS AND CONDITIONS - Acceptance of a Purchaser’s Order is expressly subject to AEGIR-Marine Americas’ Terms and Conditions of Sale, contained herein, which shall take precedence over any other conditions, and no contrary, additional or different provisions or conditions shall be binding on AEGIR-Marine Americas unless accepted by an officer of AEGIR-Marine Americas in writing. If the terms and conditions contained herein differ in any way from the terms and conditions of Purchaser's Order, this acknowledgement shall be construed as a counteroffer and shall not be effective as an acceptance of such Order unless Purchaser assents to the terms and conditions contained herein. The failure of Purchaser to object thereto in writing within 10 calendar days from the date of receipt hereof shall constitute assent thereto. The terms and conditions contained herein shall constitute the complete and only agreement between AEGIR-Marine Americas and Purchaser, it being intended by the parties that this document sets forth the entire agreement between the parties hereto as to purchases of Products described herein.
3 - ORDERS - Orders may be emailed to email@example.com. Facsimile Orders may be directed to +31 343 432 409. All Orders shall only become legally binding upon acceptance in writing by AEGIR-Marine Americas' main office in Hampton, Virginia.
4 - TERMS - Unless otherwise agreed upon, new accounts shall be required to pre-pay or receive shipment via COD, “cash only” (a COD fee shall apply). AEGIR-Marine Americas may require a full or partial payment guarantee in advance of shipment, if it concludes that the financial condition of the Purchaser so warrants. Please allow adequate time for checks to clear before shipping. US$35.00 or CAD$55.00 will be charged for returned checks. Once credit has been established, terms of payment shall be net 30 calendar days from date of invoice. Interest shall accrue and Purchaser agrees to pay interest at the rate of 1.5% per month on all overdue accounts, or, if lower, the maximum amount permitted by applicable law. Title to any Products (not being Software) delivered to the Purchaser shall remain vested in AEGIR-Marine Americas until any and all amounts due from the Purchaser in respect of the Products delivered or to be delivered, or work performed or to be performed, and any other amount due from the Purchaser on account of failure to fulfill its payment obligation have been paid in full. If the Purchaser should form a new item from, inter alia, Products delivered by AEGIR-Marine Americas, the Purchaser shall form such new item only for the benefit of AEGIR-Marine Americas and the Purchaser shall keep such item in custody for AEGIR-Marine Americas until the Purchaser has paid any amount owed by it; in such case AEGIR-Marine Americas shall, until the Purchaser has made payment in full, have any and all rights as the owner of the newly formed item. Title or intellectual property rights to Software shall never be transferred to the Purchaser and/or (end-)User; a right of use is granted in accordance with these Terms and Conditions of Sale. The Purchaser shall be required to keep the Products delivered subject to retention of title carefully and as recognizable property of AEGIR-Marine Americas, and to insure them against risks such as fire, explosion, damage and theft, at Purchaser’s expense. At AEGIR-Marine Americas’ first request for this purpose, the Purchaser shall assign to AEGIR-Marine Americas any right vis-à-vis the relevant insurers in this respect. AEGIR-Marine Americas shall have the right to suspend the fulfillment of its obligations, without any liability resulting from such suspension, if and for as long as the Purchaser fails to fulfil its payment obligations or fails to fulfill them in full. When Purchaser is still in default after 60 calendar days from date of invoice, AEGIR-Marine Americas is entitled to retrieve AEGIR-Marine Americas’ products from Purchaser’s possession, regardless of whether or not the products have become part of an installation and/or are crucial to Purchaser’s company. Purchaser shall be responsible for all reasonable costs of collection of payment for Products, including attorneys’ fees. All payments due to AEGIR-Marine Americas must be made timely without offset of any nature. Time is of the essence with respect to all payments owed to AEGIR-Marine Americas. All local, state, provincial, federal and any and all governmental taxes including but not limited to sales, use and excise taxes are the responsibility of the Purchaser, unless specified otherwise on the Order confirmation or invoice.
5 - SECURITY INTEREST - To secure the prompt payment of any sums which Purchaser is required to pay to AEGIR-Marine Americas hereunder, Purchaser hereby grants to AEGIR-Marine Americas a first priority continuing security interest in and lien upon (i) all Products owned or under the possession and control of Purchaser, now or hereafter in existence and (ii) all "Products", "Accessions" and "Proceeds" of any of the foregoing (as such terms are defined in the applicable Uniform Commercial Code) (collectively, the "Collateral"). Upon the failure of Purchaser to pay to AEGIR-Marine Americas any sums owed pursuant to these Terms and Conditions of Sale or any invoice for Products sold or delivered to Purchaser by AEGIR-Marine Americas, AEGIR-Marine Americas shall have all of the rights and remedies available to a secured party under the Uniform Commercial Code of the Commonwealth of Virginia or any similar law or statute, including, without limitation, the right to conduct public or private sale(s) of the Collateral and the right of AEGIR-Marine Americas to purchase any of such Collateral at such sale(s). Purchaser consents to and agrees to cooperate with AEGIR-Marine Americas in filing any recording statements requested by AEGIR-Marine Americas to perfect the security interest described herein.
6 - DELIVERY, INSTALLATION & SITE PREPARATION - Promises of delivery from stock are subject to prior sale. Delivery dates are not guaranteed but are estimated on the collection of necessary information and the absence of delays, direct or indirect. AEGIR-Marine Americas will in good faith endeavor to meet estimated delivery dates. In the absence of explicit arrangements in this regard, the Purchaser and/or (end-)User shall install, arrange, parameterize, tune and, if required, adapt the equipment and environment used, Purchaser and/or (end-)User assumes responsibility for compliance with local laws, electrical codes, etceteras, and obtain any permits required for installation and use.
7 - TRIAL DELIVERY - If the Purchaser and AEGIR-Marine Americas have agreed in writing that a Product will be delivered on trial, the Product shall fully remain at the Purchaser’s risk during the trial period. AEGIR-Marine Americas shall retain all property rights as described in these Terms and Conditions of Sale. An invoice shall always accompany a Product delivered on trial for the Product, the invoice being due and payable on the trial period expiry date. During the trial period, the Purchaser shall have the right to return the Product to AEGIR-Marine Americas without being required to purchase any of those; any costs of returning the Product including freight charges shall be for Purchaser’s account. The original invoice will be credited upon AEGIR-Marine Americas’ receipt of the returned Product in sound and similar condition, to be determined by AEGIR-Marine Americas. If and when any service or repair to a returned Product is required, any related expenses will be invoiced to and shall be paid for by the Purchaser. By retaining the Product after termination of the trial period, the Purchaser tacitly agrees to purchase the Product used on trial and, in the case of Software, the accompanying license. The invoice for the Product retained shall then immediately be due and payable. AEGIR-Marine Americas may set deviating terms in regard to crediting invoices for returned Products, should those be custom-made, out of date, unsaleable, etceteras.
8 - CLAIMS - AEGIR-Marine Americas is not responsible for damaged Products after pickup by carrier. All shipments must be thoroughly inspected upon delivery. Any damage or shortage must be noted on the delivery receipt and signed by the delivering driver. Loss or damage claims must be reported immediately to AEGIR-Marine Americas’ main office, provided an AEGIR-Marine Americas contracted carrier was used for delivery. Any claim for a shipment by a carrier arranged or contracted by the Purchaser must be reported by the Purchaser directly to its carrier.
9 - SPECIFICATIONS & TECHNICAL ADVICE - AEGIR-Marine Americas has given all specifications with respect to figures, measurements, weights and/or other indications of the Products and/or Services with due care, but AEGIR-Marine Americas cannot warrant that no differences will occur in respect hereof. Samples, drawings or models shown or provided shall only be indications of the relevant Products and/or Services. The pictures and sketches in any specification sheets are intended to show the general features of the equipment, but AEGIR-Marine Americas reserves the right to supply state-of-the-art equipment. When the Purchaser proves that the Products and/or Services provided, deviate from AEGIR-Marine Americas’ specifications or from the samples, drawings or models to such an extent that the Purchaser cannot reasonably be required to take delivery thereof, the Purchaser shall be entitled to cancel the Order, but only if such cancellation shall, within reason, be necessary. AEGIR-Marine Americas assumes no obligation or liability, express or implied, on account of any recommendations, opinions or advice as to the choice, installation or use of Products. Any such recommendations, opinions or advice are given and shall be accepted at Purchaser’s own risk and shall not constitute any warranty or guarantee of such Products or their performance.
10 - RETURNS - No Products may be returned to AEGIR-Marine Americas without prior authorization from AEGIR-Marine Americas’ office or it will be refused. Freight charges and a restocking charge of 15% are or may be charged on all returns unless Products are defective (minimum charge US$50.00 or CAD$75.00). Items that are special ordered, made to Purchaser’s specifications, non-inventory or non-stock items, cannot be returned for any credit due to their special nature (unless found defective).
11 - LIMITED WARRANTY - IMPORTANT NOTICE TO PURCHASER AND/OR (END-)USER: THE FOLLOWING IS MADE IN LIEU OF ALL WARRANTIES, EXPRESS OR IMPLIED.
If the Purchaser reports to AEGIR-Marine Americas in writing within 1 year after delivery that the Product or any part thereof does not function or does not meet the product specification and this has, in AEGIR-Marine Americas’ opinion, been sufficiently substantiated, AEGIR-Marine Americas shall, at its option, either deliver at no cost new Products for the Products that proved to be defective against the returning of the Products that proved to be defective, properly repair the relevant Products, or grant the Purchaser a discount on the purchase price; such discount to be fixed in mutual consultation. By performing any of the actions set forth above, AEGIR-Marine Americas shall be fully discharged from its guarantee obligations and AEGIR-Marine Americas shall not be obliged to make any further payment or to pay damages. In the event of servicing and/or repair work, the guarantee provisions as set forth heretofore shall be applicable, in respect of which the guarantee period for servicing and/or repair work and new parts is limited to 1 year after redelivery, unless the guarantee period for the original delivery covered a longer period. The Products shall remain at the Purchaser’s and/or (end-)User’s full risk in the event that AEGIR-Marine Americas conducts repairs to the Products, unless such repairs are the consequence of a defective performance by AEGIR-Marine Americas and the Purchaser and/or (end-) User cannot reasonably be expected to insure the Products against the risk referred to above. The guarantee shall immediately expire if the Purchaser and/or (end-)User itself has repaired the Product or has had repairs carried out by third parties. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, AEGIR-MARINE AMERICAS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER. IN PARTICULAR, AEGIR-MARINE AMERICAS EXCLUDES ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, NON-INFRINGEMENT AND SATISFACTORY QUALITY.
12 - MAINTENANCE & MALFUNCTION - AEGIR-Marine Americas shall exert itself to remedy malfunctions that are properly reported to AEGIR-Marine Americas by the Purchaser within a reasonable period of time. For the purposes of this section, “malfunction” shall be understood to mean non-compliance or interrupted compliance with the equipment’s specifications as explicitly published by AEGIR-Marine Americas in writing. It shall only be a matter of malfunction, if the Purchaser can prove it and if it can be reproduced. AEGIR-Marine Americas shall, inter alia, reserve the right to suspend its maintenance obligations during the period in which circumstances occur at the location of the Products that, in AEGIR-Marine Americas’ opinion, entail risks for the safety or health of AEGIR-Marine Americas’ staff. Immediately after a malfunction has occurred on the Product, the Purchaser shall notify AEGIR-Marine Americas hereof by means of a detailed description of the malfunction drawn up by a representative of the Purchaser who is considered an expert on the matter. At AEGIR-Marine Americas’ option, the Product shall be shipped by the Purchaser to AEGIR-Marine Americas. Shipping charges shall be payable by the Purchaser; the Purchaser shall also bear the risks of forward-ing. The Purchaser shall bear the risk of loss and theft of or damage to the Products, at Purchaser’s expense, during the period that AEGIR-Marine Americas is in possession of these for the purpose of maintenance. It shall be the Purchaser’s choice whether to insure such risks. The price for maintenance and other Services shall be fixed on the basis of actual costs. Any hours spent by AEGIR-Marine Americas in performing Services (including maintenance), including travel time, maybe invoiced, additional to the costs for materials and any other costs reasonably incurred by AEGIR-Marine Americas in performing the Services.
13 - PERFORMANCE OF SERVICE - AEGIR-Marine Americas shall perform the Services to the best of its abilities, where appropriate in accordance with the arrangements and procedures agreed with the Purchaser in writing; Services may be performed by AEGIR-Marine Americas specialists, which may be employees, independent contractors, or otherwise, in AEGIR-Marine America’s sole discretion. Any and all Services provided by AEGIR-Marine Americas shall be provided on the basis of an obligation to perform to the best of AEGIR-Marine Americas’ abilities, unless and insofar as AEGIR-Marine Americas explicitly promised a result in the written agreement and the result concerned has also been sufficiently clearly stated. Any arrangements relating to a level of service shall only be expressly agreed in writing. Where it has been agreed that the Services are to be provided in phases, AEGIR-Marine Americas shall have the right to postpone commencement of the Services forming part of a certain phase, until the Purchaser has approved the results of the previous phase in writing. Only if such obligation was expressly agreed in writing, AEGIR-Marine Americas shall be required to follow, during the performance of the Services, the timely and responsible instruc-tions given by the Purchaser. AEGIR-Marine Americas shall not be required to follow instructions that alter or supplement the contents or scope of the agreed Services; if such instructions are, however, followed, the Services concerned shall qualify for payment as additional work. Depending upon the location of Services to be provided, On-Site Maintenance Services Terms may apply.
14 - LIMITATION OF LIABILITY - AEGIR-MARINE AMERICAS SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE AND/OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST TURNOVER, PROFIT OR OTHER FINANCIAL LOSS OR LOSS OF GOOD NAME, WHETHER SUCH DAMAGES ARE CLAIMED IN TORT, CONTRACT, STRICT LIABILITY OR ANY OTHER CAUSE OF ACTION, EVEN IF AEGIR-MARINE AMERICAS HAS BEEN INFORMED ABOUT THE POSSIBILITY OF SUCH DAMAGES. In no event shall AEGIR-Marine Americas’ liability exceed the cost to repair or replace the Product, as specified under “Limited Warranty”.
PURCHASER AND/OR (END-)USER UNDERSTAND AND ACCEPT THIS LIMITATION OF LIABILITY AND SHALL MAKE NO ATTEMPT TO FILE LIABILITY CLAIMS AGAINST AEGIR-MARINE AMERICAS’ SUPPLIERS OR TO (FOREIGN) COMPANIES IN ANY WAY RELATED TO AEGIR-MARINE AMERICAS. PURCHASER AND/OR (END-)USER SHALL INDEMNIFY AND HOLD AEGIR-MARINE AMERICAS, ITS SUPPLIERS, PARENTS AND/OR AFFILIATES, HARMLESS FROM ANY PRODUCT LIABILITY OR OTHER CLAIMS, WHETHER ASSERTED BY PURCHASER, (END-)USER AND/OR ANY THIRD PARTIES, TO THE FULLEST EXTENT PERMITTED BY LAW, EVEN IF BASED ON THE OWN OR SOLE NEGLIGENCE OF AEGIR-MARINE AMERICAS, ITS SUPPLIERS, PARENTS AND/OR AFFILIATES, INCLUDING BUT NOT LIMITED TO COSTS AND ATTORNEY’S FEES INCURRED IN CONNECTION WITH SUCH CLAIMS AND THE ENFORCEMENT OF THESE INDEMNITY AND HOLD HARMLESS PROVISIONS.
BEFORE USING, PURCHASER AND/OR (END-)USER SHALL DETERMINE THE SUITABILITY OF THE PRODUCT FOR ITS INTENDED USE AND PURCHASER AND/OR (END-)USER ASSUME ALL RISK AND LIABILITY WHATSOEVER IN CONNECTION THEREWITH. THE FOREGOING MAY NOT BE CHANGED EXCEPT BY AN AGREEMENT SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF AEGIR-MARINE AMERICAS’.
15 - APPLICABLE LAW - These Terms and Conditions of Sale is made in and shall be governed by the laws of the Commonwealth of Virginia. Purchaser agrees to be bound by the laws of the Commonwealth of Virginia without regard to any applicable conflict of laws provisions. The United Nations Convention on the International Sale of Goods, if applicable, is expressly excluded.
16 - COMPETENT COURT AND EXCLUSIVE JURISDICTION - Any controversy or claim arising out of or relating to these Terms and Conditions of Sale, or any breach thereof, including, without limitation, any claim that these Terms and Conditions of Sale, or any part thereof, is invalid, illegal or otherwise voidable or void, shall be submitted exclusively to a competent court in or nearest to Hampton, Commonwealth of Virginia, or, if the Company has moved its place of business from Hampton to another location, in or nearest to that location. Each party will bear its own costs and expenses. Purchaser and/or (end-)User agree that they are subject to the personal jurisdiction of the Commonwealth of Virginia, and that, subject to the provisions set forth herein, it will exclusively initiate any legal action against the Company and/or its suppliers, parents and/or affiliates only in the court in or nearest to Hampton, Commonwealth of Virginia, or, if the Company has moved its place of business from Hampton to another location, in or nearest to that location. At the sole option of AEGIR-Marine Americas, any such dispute, controversy or claim arising under, out of, in connection with, or in relation to these Terms and Conditions of Sale or any amendments thereof, may on a case-by-case basis be submitted to, and determined and settled by, the appropriate, competent court in the Purchaser’s country, state or similar, nearest to the place of business of Purchaser, according to the applicable laws in Purchaser’s country, state or similar. Language of legal proceedings shall be English. However, Parties are entitled to submit evidence in another language if such evidence, in its original form, is drafted in such other language. If needed for appropriate proceedings, such documents need to be accompanied by an English translation. – Any controversy or claim arising out of or relating to these Terms and Conditions of Sale, or any breach thereof, including, without limitation, any claim that these Terms and Conditions of Sale, or any part thereof, is invalid, illegal or otherwise voidable or void, shall be submitted exclusively to a competent court in or nearest to Hampton, Commonwealth of Virginia, or, if the Company has moved its place of business from Hampton to another location, in or nearest to that location. Each party will bear its own costs and expenses. Purchaser and/or (end-)User agree that they are subject to the personal jurisdiction of the Commonwealth of Virginia, and that, subject to the provisions set forth herein, it will exclusively initiate any legal action against the Company and/or its suppliers, parents and/or affiliates only in the court in or nearest to Hampton, Commonwealth of Virginia, or, if the Company has moved its place of business from Hampton to another location, in or nearest to that location. At the sole option of AEGIR-Marine Americas, any such dispute, controversy or claim arising under, out of, in connection with, or in relation to these Terms and Conditions of Sale or any amendments thereof, may on a case-by-case basis be submitted to, and determined and settled by, the appropriate, competent court in the Purchaser’s country, state or similar, nearest to the place of business of Purchaser, according to the applicable laws in Purchaser’s country, state or similar. Language of legal proceedings shall be English. However, Parties are entitled to submit evidence in another language if such evidence, in its original form, is drafted in such other language. If needed for appropriate proceedings, such documents need to be accompanied by an English translation.
17 - DRAWINGS, CALCULATIONS ETCETERAS - The Purchaser shall bear the risk for damage caused by errors or defects in relation to drawings, calculations, constructions, work specifications and work instructions which have been supplied by the Purchaser, or to which it has agreed in writing.
18 - INTELLECTUAL PROPERTY RIGHTS - Copyright as well as all other intellectual property rights on the Products are retained by AEGIR-Marine Americas or by its original owner. Purchaser and/or (end-)User is granted a non-exclusive right to use the Software, if any, that is contained in the Products. This right of use solely encompasses the right to start up the Software, make it visible, and use it for processing the data for which the Software was designed. The Software may only be used by the (end-)User within its own Company and or facilities. The source code of the Software shall not be made available to the Purchaser and/or (end-)User. The Purchaser and/or (end-)User shall obtain no title, ownership nor any other rights in and to the Software related documentation nor in or to the algorithms, concepts, designs and ideas request-ed by or incorporated in the Software and related documentation. AEGIR-Marine Americas reserves the right to insert technical protections in the Software and the hardware to prevent it from illegal use, copying, reverse engineering, etceteras. The Purchaser and/or (end-)User are not permitted to remove or evade such protections. Either the Purchaser or the (end-)User has the right to make one single spare copy of the Software. The Purchaser and/or (end-)User agrees that it shall not, except for a back-up file copy, copy or reproduce, or permit to be copied or reproduced, the Software for any purpose. Purchaser and/or (end-)User shall not modify, or attempt to modify, the Software, nor shall Purchaser and/or (end-)User allow the Soft-ware to be used on any equipment except for Products supplied by AEGIR-Marine Americas as part of an Order. In case any protection prohibits making a spare copy, AEGIR-Marine Americas will provide one. Should the Purchaser and/or (end-)User discover a defect in the Software, then they shall report this to AEGIR-Marine Americas without delay. Solely when AEGIR-Marine Americas remains in default in curing a defect which forms a serious obstacle to the functionality of the Software, after the expiry of a reasonable time period and after a written notice of being in default has been issued, the Purchaser and/or (end-)User is entitled to cure the defect itself, expenses - if any - in all reasonableness to be incurred, and to be reim-bursed by AEGIR-Marine Americas.
19 - SHIPMENTS - AEGIR-Marine Americas’ standard shipment conditions are (in case of international shipment) ExW Hampton, VA (Ex Works – Incoterms 2010) or (in case of domestic shipment) Ex Warehouse, Hampton, VA. AEGIR-Marine Americas is able to ship out most Orders by the following methods: Ocean Freight, Motor Freight, United Parcel Service and Air Freight. Normally AEGIR-Marine Americas routes shipments the most economical way unless otherwise instructed. Air Freight is only used at the request of the Purchaser.
20 - MOTOR TRUCK SHIPMENTS - The Bill of Lading indicates that material shipped has become your property and is an acknowledgment by the transportation company of the receipt of the material in good condition. Safe delivery is the responsibility of the carrier.
21 - EXAMINE THE SHIPMENT CAREFULLY BEFORE SIGNING FREIGHT BILLS - If any damage is not-ed, or if the number of pieces received deviates from the bill of lading, do not accept shipment without short-age or damage noted on the freight bill by the carrier’s agent; failure to do so may jeopardize your recovery. If any concealed damage or shortage is discovered when unpacking, Purchaser should leave material and packing as is and notify agent of carrier to inspect and make reference thereto on the freight bill. Purchaser should consult carrier for disposition of damaged Products and make claim promptly. AEGIR-Marine Ameri-cas will be glad to provide assistance to trace and recover lost Products. Make your claim promptly. The transportation charges resulting there from must not be deducted from the invoice, nor payment or invoices withheld awaiting adjustment of such claims, since it is the function of the carrier to guarantee safe delivery. Please check items received to the corresponding invoice, if there is any discrepancy, contact AEGIR-Marine Americas immediately. Claims for shortage attributed to your count in packing must be made within 10 calendar days from the date shipment is received.
22 - DAMAGED SHIPMENTS - If a Purchaser sees that the package upon delivery is damaged upon receipt from the carrier, it should refuse the shipment. The carrier will return the shipment to AEGIR-Marine Americas. AEGIR-Marine Americas will file a claim and send out a new shipment as soon as reasonably possible. If after opening the package a Purchaser finds concealed damage, it should notify AEGIR-Marine Americas immediately and AEGIR-Marine Americas will have the carrier pick up and return it to AEGIR-Marine Americas for a claim and AEGIR-Marine Americas will reship Purchaser’s Accepted Order as soon as reasonably possible.
23 - NEXT DAY AND 2ND DAY AIR - Next day air service is available throughout the United States and in parts of Canada. Most of these shipments will receive morning or afternoon delivery, whichever a Purchaser specifies. 2nd day air service is available nationwide and in parts of Canada. Please e-mail for more information about delivery outside of the United States.
NO DELIVERIES WILL BE MADE TO AN ADDRESS WITH A PO BOX NUMBER ONLY. A STREET ADDRESS IS REQUIRED. PLEASE CONTACT AEGIR-MARINE AMERICAS PRIOR TO RETURNING ANY GOODS TO ENSURE CORRECT HANDLING.
24 - AUTHORITY OF AEGIR-MARINE AMERICAS’ AGENTS - No agent, employee, or representative of AEGIR-Marine Americas has any authority to bind AEGIR-Marine Americas or any affiliated company with any affirmation, representation, or warranty concerning the Products or Services sold under these Terms and Conditions of Sale, unless such affirmation, representation or warranty made by an agent, employee, or representative of AEGIR-Marine Americas is specifically included in a written agreement, which is confirmed and accepted in writing by an officer of AEGIR-Marine Americas.
25 - EXPORT - Purchaser understands that certain Products and technical data are or may be subject to United States export controls. Purchaser shall obtain any documents required by law or regulations of the United States or any other relevant jurisdiction for the export of AEGIR-Marine Americas’ products and technical data. Purchaser shall at all times abide by all United States Export Administration Regulations and Department of State Defense Trade Controls Regulations as they pertain to export and re-export of US origin products and technical data, and any foreign origin products and technical data subject to US jurisdiction. This includes any and all re-exports of US products and technical data from one foreign country to another and release of technical data to a foreign national of another country. ANY EXPORT OR RE-EXPORT OF AEGIR-MARINE AMERICAS' PRODUCT OR TECHNICAL DATA CONTRARY TO UNITED STATES LAWS IS STRICTLY PROHIBITED BY THESE TERMS AND CONDITIONS OF SALE.
26 - FORCE MAJEURE - In the event of force majeure, AEGIR-Marine Americas shall not be liable for failure to fulfill its obligations herein or for delays in delivery due to causes beyond its reasonable control, including but not limited to, acts of God, natural disasters, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, fire, floods, strikes, lock-outs, epidemics, quarantine restrictions, riots, war, acts of regular sources, unexpected operational disturbances, shortages in raw materials and the same, the delivery deadlines shall be correspondingly extended for the period of the duration of the force majeure or AEGIR-Marine Americas may, at its option, cancel any order or remaining part thereof without any liability to the Purchaser by giving written notice of such cancellation to the Purchas-er. Purchaser shall be entitled to rescind the agreement insofar as it is unreasonably prejudiced. However, Purchaser shall still be required to make corresponding payment for all Products and Services already delivered.
27 - MISCELLANEOUS - These Terms and Conditions of Sale may change from time to time, without notice. Time is of the essence to these Terms and Conditions of Sale. The waiver by AEGIR-Marine Americas of any term, provision, or condition hereof must be in writing and shall not be construed to be a waiver of any other term, condition, or provision hereof, nor shall such waiver be deemed a waiver of a subsequent breach of the same condition or provision of these Terms and Conditions of Sale. These Terms and Conditions of Sale are in the English language; this English language version shall prevail over any version in another language.
AEGIR-Marine Americas LLC, v.02, 2013.
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