Terms & Conditions

These General Terms and Conditions ("T&Cs") govern the supply of goods and the performance of services by SeaQuest Marine LLC ("SeaQuest", "Supplier") to its customers ("Purchaser"). They apply to every quotation, purchase order and project SeaQuest undertakes unless the parties expressly agree otherwise in writing.

1. Parties & Scope

SeaQuest Marine LLC, as identified in the relevant quotation ("Quotation"), will supply the Purchaser named in that Quotation with the goods ("Goods") and services ("Services") described in it, together with any technical specification attached to it ("Technical Specification"). These T&Cs apply to all such Goods and Services unless a specific written agreement between the parties expressly states otherwise.

2. Formation of Contract

A binding contract ("Contract") is formed from the Purchaser's purchase order ("Purchase Order"), these T&Cs, the latest revision of SeaQuest's Quotation, the Technical Specification, and any further attachments the parties specifically agree to incorporate. A Purchase Order is treated as a contractual offer made subject to these T&Cs. Where the Purchaser accepts delivery of Goods or Services without raising a prior written objection to these T&Cs, that acceptance constitutes the Purchaser's agreement to them.

3. Delivery, Title & Pricing

Unless the Contract states otherwise, Goods are delivered and priced Ex Works (per the applicable Incoterms) from the site specified in the Contract ("Delivery"). Title to Goods remains with SeaQuest until the Purchaser has paid in full for the Goods and Services under the Contract. Services performed away from SeaQuest's own premises are carried out at the location set out in the Contract ("Work Site"), and the Purchaser must provide prompt access to the Work Site and any information SeaQuest reasonably needs to perform the Services. Rates and prices may be adjusted where Purchaser-caused delay affects the schedule, and are exclusive of taxes, duties and similar charges unless the Contract expressly says otherwise.

4. Payment

Unless the Contract expressly provides otherwise, all invoices are payable in full, without set-off, within thirty (30) days of the invoice date. Late payments accrue interest at 1.5% of the overdue amount per day of delay, plus any reasonable costs SeaQuest incurs recovering the debt. Where payment is to be made by Letter of Credit, the Purchaser must arrange an irrevocable Letter of Credit from a reputable international bank within the period stated in the Quotation, or within ten (10) working days of the Purchase Order if no period is stated. SeaQuest is not obliged to order materials or begin Services until the Letter of Credit is in place, and any resulting delay — together with any additional cost it causes — is the Purchaser's responsibility.

5. Warranty

SeaQuest warrants that Goods will be materially free from defects in design, materials and workmanship for six (6) months from Delivery, and that Services will be materially free from defects in workmanship for six (6) months from completion, in each case unless the Contract states a different period (the "Warranty Period"). Within the Warranty Period, SeaQuest will remedy defects resulting from its own faulty design, materials or workmanship.

This warranty does not cover defects arising from: materials or designs specified by the Purchaser; the Purchaser's failure to follow SeaQuest's reasonable instructions or applicable operating, maintenance or repair requirements; installation or commissioning carried out by anyone other than SeaQuest or its subcontractors; improper storage or transport by a third party; alterations made without SeaQuest's written consent; or normal wear and tear.

Warranty claims must be made in writing no later than five (5) days after the Warranty Period expires; SeaQuest may charge for investigating claims that prove unfounded. Where a claim is valid, SeaQuest will decide, at its discretion, whether to repair or replace the affected component and where that work will take place; the Purchaser is responsible for any dismantling and reassembly of surrounding equipment needed to carry out the repair, and for the costs of transport, accommodation and site access where remedial work is required at an offshore location. Replaced parts remain remedied under this warranty for a further three (3) months; the remainder of the original Warranty Period is unaffected. This warranty is the Purchaser's sole and exclusive remedy for the matters it covers, is not transferable to third parties, and does not extend to non-proprietary third-party software beyond the warranty SeaQuest is able to pass through from the relevant licensor. The Purchaser must notify SeaQuest immediately of any defect affecting a safety-critical system or component and provide unhindered access for SeaQuest to assess and resolve it.

6. Limitation of Liability

To the extent permitted by law, SeaQuest is not liable to the Purchaser, or the Purchaser's customers or affiliates, for loss of profits, business, contracts, anticipated savings or goodwill, for loss or corruption of data, or for any indirect, consequential, special or punitive loss or damage, however arising. SeaQuest's total liability under or in connection with a Contract will not exceed twenty-five percent (25%) of the total price payable under that Contract.

7. Intellectual Property

SeaQuest and its licensors retain all intellectual property rights in the Goods, Services and any related materials. The Purchaser may not copy, reverse engineer, decompile or modify that intellectual property without SeaQuest's written consent. Subject to the Purchaser complying with the Contract, SeaQuest grants a non-exclusive, royalty-free licence to use the relevant intellectual property solely to receive the Services and use the Goods for their intended purpose; this licence is not transferable except to a subsequent purchaser of the Goods who agrees to the same terms. Where a third party licenses intellectual property incorporated into the Goods or Services, the Purchaser may be required to enter into a direct licence with that third party.

8. Confidentiality

Each party will keep confidential, and use only for the performance of the Contract, any confidential information it receives from the other party in connection with the Contract, including the terms of the Contract itself. SeaQuest may share Contract information with its own affiliates. These obligations do not apply to information that is already public through no fault of the receiving party, was already known to it, was lawfully obtained from a third party, or must be disclosed under a court order or other legal process — in which case the receiving party will give the disclosing party notice before disclosing, where it is able to do so.

9. Force Majeure

Neither party is liable for failing to meet its obligations, and the relevant timeline will be extended, where that failure results from circumstances reasonably beyond its control — including fire, explosion, accident, strike, lockout, extreme weather, flood, drought, embargo, war, riot, government action, general shortages of materials or transport, or a subcontractor's delay for any of these reasons. A party relying on this clause must promptly notify the other, in writing, of the cause and expected duration of the delay.

10. Termination

Either party may terminate a Contract immediately if the other commits a material breach that cannot be remedied, or fails to remedy a remediable breach within thirty (30) days of written notice; becomes insolvent or unable to pay its debts; has a winding-up or bankruptcy petition presented against it; or breaches Clause 11 or 12. For the Purchaser, a material breach includes failing to pay or arrange a Letter of Credit on the agreed terms, or failing to take delivery of Goods on schedule. Where a Contract is terminated for the Purchaser's material breach, or terminated by the Purchaser for reasons not attributable to SeaQuest, the Purchaser will pay SeaQuest for fees earned and costs incurred up to termination, plus any additional costs the termination causes, including subcontractor cancellation costs. Termination does not affect rights or remedies that have already accrued, and Clauses 6, 7, 8 and 13 survive termination.

11. Ethical Standards

Each party will comply, and will ensure everyone it employs or engages complies, with applicable anti-corruption laws, including the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act 1977.

12. Compliance with Law

The parties will comply with all applicable laws, regulations and orders, including the sanctions and trade-control regimes administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) and equivalent European Union restrictive measures.

13. General

A Contract consists of these T&Cs, the Purchase Order, the Quotation, the Technical Specification and any attachments the parties expressly incorporate, and represents the entire agreement between the parties on its subject matter; where these documents conflict, they take priority in the order just listed. Amendments must be agreed in writing by both parties, and changes to the Purchaser's requirements that affect cost or schedule will be agreed before they are implemented. Neither party may assign its rights or obligations without the other's prior written consent, not to be unreasonably withheld. Contracts shall be construed and interpreted in accordance with the laws of the State of Florida, without regard to any conflicts of laws principles that would require the application of the laws of any other jurisdiction. Any disputes arising from or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of the State of Florida, and any dispute not resolved within thirty (30) days of the parties beginning consultation on it will be referred to binding arbitration on terms and in a location determined in the Contract by SeaQuest.