SupplyMarine Customer Agreement ("Agreement")

These Terms will be applied fully and affect to your use of this Website. By using this Website, you agreed to accept all terms and conditions written in here. You must not use this Website if you disagree with any of these Website Standard Terms and Conditions. 

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SUPPLYMARINE'S AGREEMENT TO SELL PRODUCTS TO YOU IS EXPRESSLY LIMITED TO YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. SUPPLYMARINE OBJECTS TO ANY DIFFERENT OR ADDITIONAL TERMS.

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The effective date of this Agreement shall be the later of the dates SupplyMarine accepts Customer's application and the account is set up for Customer's use. Any attempt to alter, supplement, modify or amend these terms and conditions by the Client will be considered a material alteration of this agreement and, therefore, null and void.

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Customer agrees.

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1) That by submitting the application to SupplyMarine, you agree that this Agreement constitutes the contract between you and SupplyMarine to purchase products, you agree to the obligations and conditions of this Agreement, and if you are doing so on behalf of a legal entity, you represent and warrant that you have the authority to execute this Agreement on behalf of that legal entity. If you do not agree to the terms of this Agreement or do not have the authority to agree to the terms of this Agreement, you should not submit the application to set up a SupplyMarine account and you should stop attempting to purchase products using a SupplyMarine account or discount. You should review these terms carefully as they contain important information about your legal rights, warranties, obligations, and available remedies.

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(2) That you will not violate any United States federal or state laws, international laws, rules or regulations in the purchase, sale or resale of any of the products.

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(3) That Internet sales (defined below) of all SupplyMarine branded products are prohibited.

SupplyMarine reserves the right to modify the terms of this Agreement at any time in its sole discretion, without liability to you or end users. We reserve the right to accept or reject any order. You agree to be bound by any changes to this Agreement as modified. You are responsible for reviewing the most recent version of this Agreement at https://es.supplymarineint.com/terms-and-conditions.

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Prices and Tax.

 

You must contact your SupplyMarine representative or check your account prices online for current prices. Prices do not include freight, handling fees, taxes and/or duties, and are subject to correction or change without notice. Export orders may be subject to other special prices and certain limitations. You are responsible for payment of all applicable state and local taxes, or for providing a valid sales tax exemption certificate prior to placing an order. When placing an order, you will need to indicate if any purchase should not be tax exempt. You assume full responsibility for and unconditionally guarantee the payment or reimbursement to SupplyMarine of all applicable taxes, fees, licenses, import duties and expenses that may be due or collected in connection with Your purchase of SupplyMarine products.

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Applicable Laws.

 

Customer is solely responsible for complying with all applicable laws relating to the sale of products, including, but not limited to, all applicable federal laws, state laws, local laws, regulations, codes, labeling laws, or environmental laws such as Proposition 65. For California Proposition 65 compliance, and Customer You will be solely responsible for complying with the appropriate warning. requirements of the Proposition 65 law, including notification to the end consumer, for the sale of products in California.

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Payment and Credit Terms.

 

SupplyMarine accepts cash, checks, money orders, Visa, MasterCard and American Express. For customers with established SupplyMarine credit, payment terms are net thirty (30) days from the date products are shipped or picked up.

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All credit provided by SupplyMarine and the limits of such credit are at SupplyMarine's sole discretion, and may be revoked or modified by SupplyMarine at any time, for any reason, including, but not limited to, if: (i) in SupplyMarine's opinion that there is a material change in the Client's financial capacity or solvency; (ii) Customer enters into or signs an agreement regarding any Change of Control; or (iii) a trustee, receiver or examiner is appointed for Client or Client's affiliates or subsidiaries, or Client's plan of reorganization is confirmed by a U.S. Bankruptcy Court. “Change of Control” means any (x) sale, lease or other disposition of all or substantially all of Client's assets; (y) related transaction or series of transactions (by sale of shares or otherwise) in which any person or entity becomes the beneficial owner, directly or indirectly, of more than 50% voting control of Client; or (z) merger or consolidation involving Customer. As a condition to the continued extension of credit, you agree to provide SupplyMarine with current credit information within five (5) business days of SupplyMarine's request.

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SupplyMarine further reserves the right to assess a late payment fee at the rate of one and one-half percent (1-1/2%) of the amount due for each month or portion thereof that the amount due remains unpaid, or such amount as permitted by applicable law.

Export orders are subject to special export payment terms and conditions.

All payments must be made in US dollars.

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If you fail to make payment within thirty (30) days of shipment or pickup, or fail to comply with SupplyMarine's credit terms, or fail to provide adequate performance security within a reasonable time after SupplyMarine requests, SupplyMarine may defer shipments until such payment or performance is made, request cash in advance for any additional shipments, require immediate payment of all amounts then due, and elect to initiate collection action and seek damages ( including, but not limited to, attorneys' fees and any and all other associated collection costs), and/or may, at its option, cancel all or part of an unshipped order. If you fail to comply with these payment terms, SupplyMarine may, in its sole discretion and without notice, terminate this Agreement immediately.

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Customer agrees to assume responsibility for, and hereby unconditionally guarantees payment as principal of, as provided herein, all purchases made by Customer, its subsidiaries, employees, and affiliates.

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Freight Policy.

 

The prices indicated are F.O.B. SupplyMarine shipping point, freight prepaid to the destination specified in the order. SupplyMarine charges a shipping and handling fee (including internal handling and related costs) on each order that is applied at the time of order and reflected on Customer's invoice. Receipts for shipping and handling charges will not be provided. COD shipments are not allowed. Terms and conditions other than standard ground delivery ("Other Freight Services") may apply, including but not limited to same day expedited delivery, air freight, freight collect, export orders, materials Hazardous, Customer's carrier, shipments outside the US. or other special handling by the carrier. Any charges incurred for Other Freight Services must be paid by Customer no later than thirty (30) days from the date of shipment. Fuel surcharges may apply. Title and risk of loss pass to Customer upon delivery of the shipment to the carrier. If product is damaged in transit, Customer's sole recourse is to file a claim with the carrier. While SupplyMarine will use commercially reasonable efforts to maintain delivery dates recognized or quoted by SupplyMarine, all shipping dates are approximate and not guaranteed.

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Returns.

 

Customer should contact SupplyMarine if they are dissatisfied with a product for any reason. Customer may not return products without the prior written consent of SupplyMarine. Except for products that are specially ordered and/or assembled for Customer, SupplyMarine may, at its sole discretion, provide an exchange, credit, or refund if the product is returned within 30 days of delivery, at its original packaging and proof. SupplyMarine purchase. Assembled products or special orders cannot be returned to SupplyMarine. All returned products are subject to a minimum restocking charge of fifteen (15%) percent.

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Username and Password.

 

When you sign up for a SupplyMarine account, you will be asked to select a username and password. You understand and agree that you are solely responsible for protecting the security and confidentiality of your username and password and for all activities (including purchases) that occur through your Account. You agree not to allow unauthorized persons to use or access your Account. If you know or suspect that your account has been compromised, please change your password immediately and notify us immediately. You agree to pay all charges incurred by you or any user of your Account for purchases made on our website. Customer also agrees to indemnify (including attorneys' fees) and hold SupplyMarine, including its directors, officers, associates, attorneys, subsidiaries, affiliates, parents, etc., harmless from any Claim, litigation, notice, assertion of any use-related manner. (Whether authorized or not) from your SupplyMarine account.

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All information collected by SupplyMarine for your SupplyMarine account will be used and processed by SupplyMarine's privacy policy posted at https://es.supplymarineint.com/Privacy-Policy.

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Limited Warranty.

 

ALL PRODUCTS SOLD THROUGH SUPPLYMARINE CARRY THE APPLICABLE MANUFACTURER'S WARRANTY, TO THE EXTENT ASSIGNED BY SUPPLYMARINE, AND SUCH WARRANTY SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY.

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For specific manufacturer warranty information, contact your local SupplyMarine branch or email info@supplymarineint.com.

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Warranty Disclaimer.

 

EXCEPT AS PROVIDED ABOVE, SUPPLYMARINE MAKES NO WARRANTY OR STATEMENT OF FACT OR DESCRIPTION, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS (INCLUDING ANY USE THEREOF). WITHOUT LIMITING THE FOREGOING, SUPPLYMARINE DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. SUPPLYMARINE ALSO DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING FROM IMPROPER PRODUCT USE, IMPROPER PRODUCT SELECTION, IMPROPER INSTALLATION, PRODUCT MODIFICATION, IMPROPER REPAIR OR IMPROPER APPLICATION.

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It is expressly understood that any technical advice provided by SupplyMarine with respect to the use of the products is given free of charge, and SupplyMarine assumes no liability or responsibility for the advice given or the results obtained, such advice being given and accepted at the sole risk of the Client.

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LIMITATION OF LIABILITY AND INDEMNITY. 

 

SUPPLYMARINE SHALL NOT BE LIABLE FOR DAMAGES CAUSED BY DELAY IN PERFORMANCE, AND IN NO EVENT SHALL SUPPLYMARINE'S LIABILITY TO CUSTOMER EXTEND OR INCLUDE ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES. SUPPLYMARINE'S LIABILITY IN ALL CASES, REGARDLESS OF FORM OF CLAIM OR CAUSE OF ACTION (WHETHER BASED ON CONTRACT, TORT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) IS LIMITED TO THE PURCHASE PRICE PAID FOR THE PRODUCT. THAT GIVE RISE TO ANY LIABILITY.

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Customer shall indemnify and hold harmless SupplyMarine, its affiliates and their respective agents, employees and representatives from and against all claims, damages, losses, costs and expenses (including attorneys' fees) (a) arising out of or in connection with with the storage, resale, or use of products purchased from SupplyMarine, (b) as a result of Customer's breach of the Agreement, and/or (c) as a result of the negligence, recklessness, or misconduct of Customer, its affiliates, or its respective agents, employees, partners or subcontractors.

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Product Compliance and Suitability.

 

Certain products may not be available for sale in all areas. SupplyMarine does not warrant the compliance or suitability of the products it sells with any law, code or regulation, nor does SupplyMarine accept responsibility for the construction, installation and/or use of a product. It is Customer's responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to ensure that the construction, installation and/or use of the products complies with requirements.

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Information from the catalog/website.

 

SupplyMarine is a distributor of products and the information about the products in the SupplyMarine and Retail catalogs, or on their websites, is provided by the manufacturers and/or suppliers of those products. Product depictions in catalogs and websites are for illustrative purposes only. Possession of, or access to, any catalogue, literature or websites does not constitute the right to purchase products. SupplyMarine reserves the right to review publication errors in its catalogs or any of its websites. Despite our efforts, occasional pricing errors may occur in SupplyMarine's catalogs and websites. SupplyMarine reserves the right to cancel any and all orders resulting from such pricing errors, even if Customer has received an order confirmation from SupplyMarine.

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Product Substitution.

 

Products and/or country of origin may be substituted and may not be identical to descriptions and/or images published in the catalog or on the website.

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Intellectual Property (IP).

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Customer shall have no right, title, or interest in (i) trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs, or any other rights of intellectual property ("IP") associated with the products, all of which are reserved by SupplyMarine, or its parent or subsidiary companies, or (ii) any IP owned by manufacturers and/or suppliers to SupplyMarine. All materials contained in SupplyMarine's catalogs or on its websites are subject to the proprietary rights of SupplyMarine and its manufacturers and/or suppliers. Customer shall have no right to copy or use any intellectual property of SupplyMarine or its manufacturers and/or suppliers without SupplyMarine's permission. Customer may not: (a) take any action that may interfere with SupplyMarine's intellectual property, (b) contest (or assist any third party in contesting) any right, title or interest of SupplyMarine in its intellectual property rights; (c) make any claim or take any action adverse to SupplyMarine's ownership of your IP; (d) register or apply for registrations, or use, anywhere in the world, SupplyMarine's IP, including, without limitation, original works of authorship, photographs, trademarks, or any other trademarks that are similar to SupplyMarine's trademarks or that incorporates such trademarks in their entirety or in similar parts that may cause confusion; (e) misappropriating any SupplyMarine intellectual property as Customer's intellectual property, including the use of trademarks such as domain name or username, social media page or account; or (f) alter, obscure, or remove any of SupplyMarine's registered trademarks or trademark or copyright notices or any other proprietary rights notices placed on SupplyMarine-branded Products (defined below), catalogs, materials marketing or other materials; or (f) alter, deface, or otherwise misuse any SupplyMarine intellectual property in the sale or offer for sale of SupplyMarine-branded products, including by changing, splitting, or dissecting any trademark, change color, application of unique fonts, styling or design, alteration of photographs or other works of authorship of SupplyMarine.

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Internet Sales.

 

All SupplyMarine-branded Products (defined below) may only be sold in Customer's physical retail stores or through Customer's primary website where it sells other retail products. Customer is expressly prohibited from advertising, marketing, or selling any SupplyMarine-branded Products online or on any website, including, without limitation, any third-party e-commerce website such as Amazon.com, ebay.com, or the like (collectively, "Internet Sales"). Customer shall be responsible for any damages caused to SupplyMarine as a result of Internet Sales, and for all legal costs and expenses (including attorneys' fees) or associated with the breach of this provision by the Customer. “SupplyMarine Branded Products” means a product sold under any trademark, trade dress, trade name, brand name, logo, symbol, or trade dress owned by SupplyMarine, regardless of registration. list of trademarks, trade names, logos and other marks owned by Supplymarine.

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Independent Contractors.

 

Nothing in these terms and conditions shall be construed to create a partnership, dealership, reseller, agency, employment, or joint venture relationship. The customer has no right to bind or bind SupplyMarine in any way, nor can he represent to anyone that he has the right to do so.

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Termination.

 

SupplyMarine reserves the right, in its sole discretion, to delete or remove any or all content or other information from your SupplyMarine account or from our website at any time and for any reason. You understand that SupplyMarine cannot guarantee that your professional account will always be available to you or error free. SupplyMarine may terminate or suspend your professional account for any reason, in its sole discretion, with or without notice. In addition, SupplyMarine reserves the right to discontinue offering any account feature of our website or any part thereof, without liability, at any time and for any reason, with or without cause. In the event of termination or suspension, information stored in your work account, including user content and purchase history, may no longer be available to you. SupplyMarine is under no obligation to make your user content or purchase history available to you and you should not rely on your business account as your sole record of this information.

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Custom Product.

 

SupplyMarine may offer products assembled to customer specifications ("Custom Product(s)"). SupplyMarine is not responsible for verifying or confirming the accuracy of specifications provided by Customer to SupplyMarine for customized products.

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THE TERMS OF SUPPLYMARINE'S LIMITED WARRANTY INCLUDED IN THESE TERMS AND CONDITIONS DO NOT APPLY TO CUSTOMIZED PRODUCTS. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER OF THE CUSTOMIZED PRODUCT SHALL BE CUSTOMER'S SOLE REMEDY, AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED.

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All personalized products are sold on a "FINAL SALE" basis only and no cancellations, returns, refunds or credits are allowed.

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Cancellation.

 

All product order cancellations, if not prohibited above, must be provided with reasonable advance notice and must be approved by SupplyMarine, and may be denied or subject to restocking fees and other charges.

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Force Majeure.

 

SupplyMarine shall not be liable for delays in performance or failure to perform due to acts of God, war, riots, fire, pandemic, labor problems, unavailability of materials or components, explosion, accident, compliance with government requests, laws, regulations, orders or actions or other unforeseen circumstances or causes beyond SupplyMarine's reasonable control.

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Materials of Trade.

 

Customer represents that if it is purchasing products as its "business materials", as defined in the Hazardous Materials Regulations in Title 49 of the US Code of Federal Regulations, the products will be used in direct support of the business of Customer, such business does not relate to transportation, and such products shall not be resold or transported in a vehicle not owned by Customer.

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Waiver, Choice of Law and Venue.

 

The failure of either party to assert a right hereunder or to insist on performance of any term or condition shall not constitute a waiver of that right or excuse any subsequent breach of such term or condition by the other. part. All transactions will be governed by the laws of the State of Illinois, excluding its conflict of laws rules, and venue will be in the state courts in Lake County, Illinois or the federal courts in the Northern District of Illinois.

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Severability.

 

If any part of these terms and conditions is found by a court of competent jurisdiction to be invalid or unenforceable, the invalid or unenforceable term will be severed from these terms and conditions, and the remaining terms and conditions will be valid and fully enforceable as written.

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Modification of Terms.

 

Acceptance of any order by SupplyMarine is subject to Customer's assent to all terms and conditions set forth herein. Customer's consent to these terms and conditions shall be presumed upon Customer's receipt of SupplyMarine's acknowledgment of receipt, or Customer's acceptance of all or part of the products ordered. No addition to or modification of SupplyMarine's terms and conditions by Customer shall be binding on SupplyMarine, unless agreed to in writing by an authorized representative of SupplyMarine. If a purchase order or other materials or correspondence sent by Customer contain terms or conditions contrary to or in addition to the terms contained herein or SupplyMarine's acknowledgement, SupplyMarine objects to such terms and conditions, and SupplyMarine's performance of such purchase order shall not be construed as an assent to any of the terms and conditions proposed by Customer, and shall not constitute a waiver by SupplyMarine of any of the terms and conditions contained herein or in SupplyMarine's acknowledgment.

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Complete Agreement.

The terms and conditions on: (i) SupplyMarine's forms; (ii) acknowledgments; (iii) quotes; (iv) invoices; (v) websites; (vi) catalogues; and (vii) the credit extension is incorporated herein by reference and constitutes the entire and exclusive agreement between Customer and SupplyMarine. These terms and conditions supersede all other prior oral or written communications, negotiations and representations with respect to the subject matter of these terms and conditions. No condition, trade usage, course of dealing or performance, understanding or agreement purporting to modify, vary, explain or supplement these terms and conditions shall be binding unless in writing and signed by the obligated party.

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Export Controls and Related Regulations.

 

Customer represents and warrants that neither Customer nor any of its subsidiaries, affiliates, or majority owners are (i) designated or associated with any designated party on any U.S. Government restricted party lists, including without limitation , the US Department of Commerce Bureau of Industry and Security ("BIS") Denied Persons List; Entity List or Unverified List; the US Treasury Department's Office of Foreign Assets Control (“OFAC”) List of Blocked Persons and Specially Designated Nationals; or the U.S. Department of State Directorate of Defense Trade Controls (“DDTC”) List of Disqualified Parties, or (ii) located, organized, or resident in a country or territory that is, or whose government is currently the target of country-wide sanctions imposed by the US government, which are currently Burma, Cuba, Iran, North Korea, Sudan, and Syria.

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Customer shall comply with all applicable U.S. economic sanctions and export control laws and regulations, including but not limited to regulations administered by OFAC, Export Administration Regulations administered by BIS, and Traffic Regulations. International Arms Managed by DDTC. Customer agrees to strictly comply with all export laws respectively with respect to products (including technical data) fulfilled under the Agreement, and Customer will not confirm, re-export, transfer or divert any of the products or technical data to any destination or end user or for any end use that is prohibited or restricted by any export laws.

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Foreign Principal Party in Interest; Freight Forwarder and Documentation.

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It is specifically agreed that the customer will be the principal foreign party in interest and/or that its freight forwarder will act as the customer's agent in such capacity for purposes of the Foreign Trade Regulations or other regulatory purposes, and the customer and its freight forwarder are responsible for all documentation of export transactions routed, including, but not limited to, submitting required Automated Export System/Electronic Export Information records.

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Anti-Corruption.

 

Customer is aware that SupplyMarine's business practices prohibit bribery and corrupt behavior in any form. Customer agrees that it is an independent contractor and that it is and will remain in compliance with all applicable laws relating to money laundering, terrorism, commercial or official bribery, or dealing with government officials (including the Foreign Corrupt Practices Act). and the UK Bribery Act) and laws implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. Customer shall not offer or provide anything of value (cash or cash equivalents, gifts, loans, travel, entertainment, or any other similar benefit) directly or indirectly to any government or public sector official for the purpose of influencing any act or decision in connection with the purchase, transportation, customs clearance and/or resale of products ordered from SupplyMarine. Customer will not pay gratuities, bribes or inducements to any government or public sector official, even if it appears customary or consistent with prevailing business practices.

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All of SupplyMarine's rights and remedies under the Agreement are in addition to your rights at law and in equity.