These Terms and Conditions apply to all Sales Quotations submitted by Marine Exhaust Systems, Inc. (hereinafter “Seller”) and signed and accepted by the recipient thereof (hereinafter, “Buyer”). Acceptance of the Sales Quotation by Buyer shall constitute a binding agreement between Seller and Buyer subject to the Terms and Conditions set forth herein. Buyer agrees to these Terms and Conditions and acknowledges and agrees that Seller accepts no Terms and Conditions other than those set forth herein and in the Sales Quotation. In the event of any conflict between these Terms and Conditions and
any Sales Quotation, the Terms and Conditions set forth herein shall prevail. No additions, deletions or other modifications to these Terms and Conditions shall be accepted unless set forth in writing and executed by Seller.
Seller’s products and product parts (“Goods”) consists of marine engine mufflers and related components, hardware, and accessories, including without limitation, silencing elements, conduits, risers, muffler cradles, flex blankets, bolt kits, flange shrouds, support mounts, hoses, clamps, reinforcing elements, installation accessories, and systems specifically designed and/or engineered by Seller for a given vessel and/or engine configuration incorporating one or more of said components.
Seller's Sales Quotations provide an estimated total price only for the Goods and Services specified therein, subject to any qualifications set forth. Seller’s pricing may be subject to change if the conditions, structural limitations, mechanical conditions, or realities differ from those represented to Seller in Buyer’s request for quotation. Unless otherwise specified in writing and executed by Seller, Seller’s quoted price does not include fit-up, installation or additional labor other than that of manufacturing. Seller’s quoted price is good for 30 days, and is subject to change thereafter.
Prices do not include crating or shipping costs. In the event products are shipped outside the continental limits of the United States, all expenses and fees relating to the export documentation, export packing, marking and importation into the country designated, shall be the sole responsibility of the Buyer. Since fabrication of this nature is not always an exact science, there are occasions when there will be a need for additional supports, brackets, claims, or other components not specified in our quotation. While Seller seeks to avoid such situations, they do occasionally occur. Buyer understands that in the event that deviations from the original accepted quote become necessary, Seller will promptly notify Buyer and identify to Buyer the nature and estimated cost of the change(s). Buyer also understands that if some of the quoted components are not in fact needed, that there will be no charge for those components resulting in a price reduction. Seller reserves the right to make changes in construction, materials, and techniques, as advances in technology and availability of materials dictate.
Standard terms: Receipt of a 50% deposit of the quoted price and Buyer’s signature below accepting the Terms and Conditions herein are considered confirmation of Buyer’s order. All payments shall be in U.S. dollars without offset. Unless otherwise agreed in writing, all invoices are immediately due and payable upon completion.
For wiring instructions, please contact your sales representative.
For credit card payments, please go to here.
For credit terms, please contact our accounting department. This process may take up to thirty days.
Payments are past-due after 14 days from invoice or credit terms. Any past-due balance will accumulate an additional charge at a rate of 1.5% per day of the past-due balance, and storage fees of 10% per day thereafter, if applicable. Should Seller elect to proceed with collection of past-due payments, Buyer will be responsible for pre- and post-collections fees including interest, filing fees, court costs, attorney fees, process server fees, marshal fees, and substitute custodian fees. Buyer understands and agrees that Seller is not responsible for collecting any sums of monies that may be due from any insurance company or from any insurance claim made by the owner of the vessel.
Title to the Goods and materials remains exclusively the property of Seller until any and all invoices and any outstanding balances are fully paid.
Shipment is EXW 3640 Fiscal Court, Riviera Beach, Florida (Incoterms). Buyer is responsible for the main carriage/freight, cargo insurance, and other costs and risk. The risk of loss transfers to Buyer upon transfer of possession of the Goods to the carrier. Delivery depends on our schedule at time of order, and is presently approximately 4-6 working weeks (please see your quote for your delivery schedule). All orders are processed in the order in which they are received. We are closed the week of July 4th and
the week of Christmas to New Years.
The Sales Order may not be cancelled without the express written consent of Seller.
Seller warrants its Goods against defects in labor and materials appearing or manifesting within a period of: five (5) years on dry sections; one (1) year on metal flex sections; two (2) years on liquid-cooled sections; five (5) years on high-temperature hardcoat insulation; one (1) year on high-temperature soft covers; and two (2) years on fiberglass mufflers, from the date our work is completed, provided that you, the original Buyer, notifies Seller in writing or bring the exhaust parts at issue to our facility within twenty-one (21) days of the appearance or manifestation of the defect.
THIS WARRANTY IS VOID AND DOES NOT COVER REPAIRS OR REPLACEMENT PARTS IF WE DEEM FAILURE OF THE GOODS IS DUE TO IMPROPER INSTALLATION, ABUSE, MIS-USE, USE BEYOND THE THERMAL AND/OR MECHANICAL LIMITS OF THE GOODS, OR NEGLIGENCE INCLUDING EXCESSIVE TORQUING OF HOSE CLAMPS CAUSING CRUSHED FIBERGLASS TUBING OR BURNING OF ANY FIBERGLASS EXHAUST PRODUCT DUE TO LACK OF COOLING WATER OR IMPROPER COOLING OF EXHAUST PARTS, OF FAILURE TO INSTALL WATER CAN COMPONENTS WITH A MINIMUM OF A 15 DEGREE DOWNWARD ANGULAR ORIENTATION. THIS WARRANTY IS ALSO VOID IFTHE GOODS ARE MODIFIED OR ALTERED, OR IF BUYER FAILS TO COMPLY WITH SELLER’S DESIGN, SPECIFICATIONS OR INSTRUCTIONS. OVERHEAT ALARM SENSOR UNITS (ALSO REFERRED TO AS HEAT THERMOSTATS, HEAT SWITCHES) MUST BE INSTALLED ON EXHAUST PIPES. FAILURE TO DO SO WILL, WITHOUT EXCEPTION, VOID ANY WARRANTIES DUE TO HEAT. SELLER DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
MARINE EXHAUST SYSTEMS, INC.’s entire liability and Buyer’s exclusive remedy shall be repair or replacement of the Goods that do not meet our Limited Warranty and which are returned to our facility in Riviera Beach, Florida, U.S.A., or reported to Seller in writing within twenty-one (21) days of the appearance or manifestation of the defect. Buyer shall be responsible and bear the cost for delivering the Goods to Seller for such repair. THIS REMEDY SHALL BE THE EXCLUSIVE REMEDY FOR BREACH OF
WARRANTY AND FOR ANY OTHER LOSS CAUSED BY OR ATTRIBUTABLE TO A DEFECT, ACTION, OR INACTION, BY SELLER, ITS OFFICERS, SPECIAL AGENTS, OR EMPLOYEES. IN NO EVENT SHALL SELLER OR ANY OF ITS OFFICERS, AGENTS, OR EMPLOYEES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES FOR BREACH OF ANY WARRANTY OR DUTY ARISING FROM THIS CONTRACT OR RELATING TO GOODS SOLD OR SERVICES RENDERED UNDER THIS CONTRACT, OR OTHERWISE. FURTHERMORE, SELLER SHALL NOT BE LIABLE FOR ANY DOWN TIME, DAMAGES TO THE VESSEL AND/OR PROPERTY, DEMURRAGE, LOST PROFITS, LOST CHARTER AND/OR COMMERCIAL LOSSES DUE TO LOSS OF USE OF THE VESSEL, AND/OR DAMAGES, LOSSES AND/OR EXPENSES INCURRED OR SUSTAINED AS A RESULT OF THE PURCHASE OR SALE OF A VESSEL IN RELIANCE UPON ANY WORK OR SURVEY OF MARINE EXHAUST SYSTEMS, INC.
This Agreement, and performance or breach under this Agreement, is governed by and interpreted both as to procedural and substantive matters in accordance with the applicable laws of the State of Florida. All disputes, controversies or claims arising out of or relating to this Agreement, or any breach of this Agreement, that cannot be settled amicably by the parties must be settled by judicial action or proceeding in the courts of Palm Beach County, Florida. In the event that any action is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees and litigation costs.
Seller's families of stainless steel and fiberglass muffler products boast numerous patents. These patented technologies are a direct result of developing the industry’s best solutions for its customers, not only for exhaust gas cooling, reducing noise and vibration, but also for solving challenging installation issues brought about by the ever-changing constraints of engine room configurations with limited access.
Many of Seller’s products are protected by one or more U.S. patents, including the following:
PAT. NO. 4,918,917 |
TITLELiquid cooled exhaust flange |
Any drawings, engineering details or technical documents submitted to the Buyer prior or subsequent to the date of this acknowledgement remain the exclusive property of the Seller. They may not, without the Seller’s consent, be utilized by the Buyer or copied, reproduced, transmitted or communicated to a third party. In the sale of equipment covered hereby, no right or license is granted or to be implied to reproduce said equipment in whole or in part. The weights, dimensions, capacities, prices, performance ratings and other data included in catalogues, prospectus, circulars, advertisements, illustrated matter and price lists constitute an approximate guide. The data shall not be binding except to the extent that they are by reference expressly included in this acknowledgement. The issuance of information, advice, approvals, instructions or cost projections by Seller’s sales personnel or other representatives shall be deemed expressions of personal opinion only and shall not affect Seller’s and Buyer’s rights and obligations hereunder, unless the same is in writing with the explicit statement that it constitutes an amendment to this acknowledgement.
Any software or electronic media supplied with our products are Seller’s copyrighted property. Buyer is granted a non-exclusive, limited license to use the software or electronic media only in connection with the equipment designated by Seller. Unless being supplied with its associated products hereunder, no software, regardless of the form in which it is embodied when received by Buyer, shall be made available to others without Seller’s prior written consent. The ownership of the software shall at all times remain with Seller. The Buyer may duplicate software distributed on portable media solely for the purpose of creating archival or backup copies. The Buyer shall make no attempt to decompile or otherwise reverse-engineer the software. In the event Buyer makes an unauthorized use, duplication or transfer of any software, Seller may terminate the license granted in addition to the right to seek damages.
Seller and Buyer agree to use only ethical business practices while conducting business activities. Seller and Buyer shall not seek to influence sales or other business by illegal payments, bribes, kickbacks, or other questionable inducements. As specifically mandated by law including, without limitation, the Foreign Corrupt Practices Act, Seller and Buyer and their respective subsidiaries, affiliates, directors, officers, shareholders, employees, representatives and agents may not make, or offer to make, payments of money or anything of value, directly or indirectly, to foreign government officials,
foreign political parties, or candidates for foreign political office for the purpose of obtaining or retaining business. Seller and Buyer agree to (i) make and keep books, records, and accounts, which in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the company, and (ii) devise and maintain a system of internal accounting controls.
Seller and Buyer shall ensure that any product which is subject to the jurisdiction of the United States Export Administration Regulations (EAR), the International Traffic In Arms Regulations (ITAR), or other applicable export control or economic sanctions laws, is not (i) exported, transferred or released from the United States or by United States persons or (ii) exported, re-exported, transferred or released from countries other than the United States, without first complying with all requirements of the EAR, ITAR, or other applicable export control or economic sanctions laws including the requirement for obtaining an export license, if applicable.
Until the indebtedness due Seller is paid, Seller has a maritime lien against the vessel in accordance with the Federal Maritime Lien Act 46 U.S.C. § 31342.
