Environmental Product Sales

STANDARD TERMS AND CONDITIONS 1. Contract Terms: Global Diving and Salvage, Inc. (“Seller”) agrees to furnish equipment, hardware, parts, materials or other goods (hereinafter, the "goods") as quoted on the first page hereof, according to the terms and conditions set forth herein. Seller’s offer to sell the identified goods to Purchaser, whether by written quote or otherwise, and all sales of goods by Seller to Purchaser, regardless of how documented, are expressly conditioned upon Purchaser’s acceptance of all of the terms and conditions contained herein. Purchaser specifically understands and agrees that any additional or different terms or conditions which may appear in any printed purchase order, confirmation or other form or communication from Purchaser are hereby expressly rejected, overridden and superseded by the terms and conditions set forth herein. Purchaser, by ordering the goods and/or accepting delivery of the goods, whichever is first to occur, shall be deemed to have consented to the terms and conditions set forth in this and any other document hereinafter s`ent by Seller, notwithstanding any terms contained in any prior or subsequent communication or acts by Purchaser, and whether or not Purchaser shall specifically or expressly object to any such terms or acts. Seller shall not be bound by any additional or different terms, whether printed or otherwise, in any purchaser order, confirmation or any other communiation from Purchaser to Seller, which attempts to impose any conditions at variance with Seller’s Standard Terms and Conditions set forth herein, unless expressly agreed to by Seller in a writing signed by Seller. Seller’s failure to object to provisions contained in any of Purchaser’s forms or documents shall not be deemed an acceptance of any of Purchaser’s terms or a waiver of the provisions of Seller’s Standard Terms and Conditions. 2. Acceptance: Purchaser shall have the opportunity and responsibility to inspect the goods prior to purchase. If not actually inspected prior to purchase, Purchaser must inspect the goods immediately at delivery and must at that time note any damage, discrepancy or nonconformity in writing to Seller. Purchaser shall be deemed to have accepted the goods following inspection including the opportunity to inspect upon delivery unless the goods are refused or rejected at that time. Purchaser’s initial acceptance shall be final. Purchaser’s failure to inspect shall be deemed an irrevocable waiver of its right to inspect and shall be construed as Purchaser’s intent to accept the delivered goods without inspection. Without limiting the “AS IS” nature of this sale and the disclaimer of warranties set forth below, any failure to inspect shall also be deemed an irrevocable waiver of any right to revoke acceptance at some future date with respect to any defect that an inspection might have revealed. Purchaser’s acceptance may not be conditioned upon financing, negotiation of bank drafts or approvals by or payments from third parties not party to this contract. 3. Price. The purchase prices for each item, and the total contract purchase price for the goods, are identified on the first page hereof. 4. Payment: The total contract purchase price is due and payable upon delivery as defined below. Failure by Purchaser to pay the total contract purchase price before or at the time of delivery may excuse Seller's obligations under this contract, at Seller's option. In the alternative, Seller may pursue specific performance and the total contract purchase price and any other amount due hereunder shall bear interest at the rate of 1% per month from the date due until paid in full. The total contract purchase price and any other amount due to Seller shall be paid in U.S. currency without deduction or offset. 5. Delivery: Delivery is accomplished, and Seller's performance is complete, when Purchaser either utilizing its own personnel and vehicles or utilizing vehicles which it hires, picks up the goods at Seller’s facility, or if Seller has so agreed, Seller delivers the goods to Purchaser to the location designated by Purchaser. If Seller engages third parties to deliver the goods, it does so as Purchaser’s agent, with all transportation charges to be for Purchaser’s account and with delivery deemed to occur when the goods are picked up at Seller’s facility. Risk of loss and duty to insure the goods shall pass from Seller to Purchaser upon delivery as defined in this section. 6. Partial Delivery: Seller may accomplish partial deliveries of the goods covered under this contract. In any case of partial delivery the Purchaser agrees to pay for those items delivered no later than the time delivered items are accepted. 7. Impracticability or Impossibility: Seller shall not be liable for any delay or failure to deliver the goods under this contract which is caused by fires, strikes, labor disputes, war, civil commotion, delays in transportation, shortages of labor or material, breakage of the goods or other causes beyond the control of Seller. Further, Seller shall not be liable for any delay or failure of delivery by any third party supplier from whom Seller is procuring goods for sale to Purchaser, provided Seller has exercised reasonable diligence in timely ordering the goods from such supplier. The existence of such causes of delay or failure shall justify the suspension of delivery, and shall extend the time of performance on the part of the Seller to the extent necessary to enable it to make delivery in the exercise of reasonable diligence after the causes of delay have been removed. If such causes of delay cannot be removed, Seller's obligation to deliver is excused. 8. Removal: All rights, obligations, responsibilities and liabilities for goods sold under this agreement pass with title. Purchaser and Seller agree that title to the goods shall pass to Purchaser upon acceptance of the goods regardless of the status of payment. Purchaser agrees to remove from Seller's premises all goods purchased under this agreement immediately upon transfer of title. Any item sold under this contract if left on Seller’s premises subsequent to passing of title will not be deemed to create a bailment. To the contrary, any goods sold under this contract which remain on Seller’s premises subsequent to passing of title are deemed a nuisance which Purchaser is on notice to remove. Any goods remaining on Seller’s premises for more than thirty (30) days subsequent to passing of title may be removed by Seller, at Seller’s discretion, and at Purchaser’s expense. Purchaser agrees to indemnify, defend, and hold Seller harmless of and from any claim or costs arising from Purchaser’s ownership of the goods subsequent to passing of title. 9. Warranties: Seller warrants that it is the lawful owner of the goods, that it has the right to sell the same, and that the goods are free of any claim of lien or other encumbrance. The goods being sold may be new or used and are being sold on an “AS IS” basis, with Purchaser having had full opportunity to inspect the goods, or having the goods inspected for it by technicians of its choice, before the goods are delivered. Any recommendations and/or advice from Seller is agreed to be informal only and shall not create any warranty from Seller; it shall remain Purchaser's sole responsibility to determine the suitability of the goods for the application intended by Purchaser. IT IS AGREED THAT SELLER SHALL BE HELD TO NO OTHER WARRANTY OR REPRESENTATION WHATSOEVER, AND SHALL SPECIFICALLY BE EXCULPATED FROM ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE GOODS ARE FREE FROM LATENT DEFECTS. Without limitation to the foregoing disclaimer of warranties, Seller agrees to assign to Purchaser (but only the extent assignable) any warranty for the goods provided by Purchaser’s supplier, if any. 10. Indemnity: Purchaser shall be solely responsible for, and agrees to indemnify and hold Seller harmless from and against any and all claims, including legal fees and costs, for all loss, damage, liability, liens, encumbrances, expenses, fines, penalties, and/or suits of any type or nature whatsoever and howsoever caused relating to the goods and/or their use or operation, other than caused by the sole direct negligence of Seller. In furtherance of the foregoing indemnification agreement, Purchaser agrees to waive any immunity from suit and/or exclusivity of remedy afforded by any workers compensation or similar law. 11. Consequential Damages: Neither party shall be responsible to the other for any consequential or special damages, regardless of foreseeability and/or the cause thereof and whether resulting from delay, neglect or otherwise. 12. LIMITATION OF LIABILITY: NOTWITHSTANDING ANY TERM, CONDITION OR PROVISION OF THIS AGREEMENT TO THE CONTRARY, IT IS AGREED THAT THE AGGREGATE MAXIMUM LIABILITY OF SELLER WITH RESPECT TO THE GOODS AND/OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY DEFAULT, WARRANTY CLAIM OR OTHER OBLIGATION HEREUNDER, SHALL BE THE AMOUNT PAID OR PAYABLE BY PURCHASER FOR THE GOODS. 13. Construction; Integration: These Standard Terms and Conditions, together with the quotation on first page hereof, and any other Seller written communications to Purchaser with respect to the goods which are signed by Seller and expressly stated as incorporated by reference herein, contains the entire understanding and agreement of the parties and is intended to be the final expression of their agreement with respect thereto; said documents constitute the entire integrated agreement of the parties and supersede any prior or other discussions, representations, warranties and/or agreement, and may only be modified by an agreement in writing signed by both parties. No course of prior dealings shall be relevant to supplement or explain any of the terms of this contract. Because the goods sold hereunder are unique, there is no applicable trade usage which can be relied upon. No trade usage shall be relevant to explain, interpret, or qualify any of the terms of this contract. 14. Applicable Law and Jurisdiction: This contract and performance hereunder shall be governed by the laws of Washington and the parties agree that with respect to any litigation arising out of this contract or performance under it, the federal and/or state courts located in Seattle, Washington shall have exclusive jurisdiction. The prevailing party in any suit or proceeding shall be entitled to recover reasonable legal fees and costs. In addition, the parties agree that Purchaser will reimburse Seller for any costs or expenses incurred by Seller in collecting the total contract purchase price, or any part thereof, including, but not limited to, reasonable legal fees, fees of a collection or investigating agent, and any litigation expenses. 15. Headings: The headings utilized in this Invoice are for convenience of reference only, and shall not be used to construe this contract.