These General Terms and Conditions of Sale for Products apply to the sale of products (“products”) by Seagulls Industrial LLC.. Seagulls Industrial (“Seagulls") to customer (“you” or “Customer”). Seagulls offer to sell products to Customer, and Seagulls acknowledgment of any purchase order or other Customer document (“Order”) is expressly limited to, and expressly conditioned on Customer’s acceptance of these Sales Terms. The applicability of terms contained in Customer’s Order is limited to the identification and the quantity of products ordered. Unless agreed to by Customer and Seagulls in a separate written contract, Seagulls objects to and rejects all other Customer terms, in any form, that are different from or additional to these Sales Terms.
Limitation of Liability
In no event shall Seagulls or any of its subsidiaries or affiliates be liable for any indirect, special, incidental, punitive or consequential damages including but not limited to loss of use, loss of data, loss of business or loss of profits to the extent permitted by law. In the event of any issue with a product that you have purchased through Seagulls, you agree that your sole remedy, if any, is from the manufacturer of such product, in accordance with such manufacturer's warranty, or to seek a return and refund for such product in accordance with Seagulls return policy.
Seagulls shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from any force majeure event, including but not limited to acts of God, labor disruptions, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, pandemics, quarantines, shortages, communication or power failures, fires, accidents, explosions, inability or delays in procuring or shipping product or obtaining permits and licenses, inability in procuring supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of Seagulls in the conduct of its business.
Prices; Typographical Errors
Prices are subject to change without notice. Seagulls is not responsible for typographical errors. In the event a product is listed at an incorrect or outdated price or with incorrect information due to typographical error or error in pricing or product information received from our suppliers or due to the passage of time or change in market conditions, Seagulls shall have the right to refuse or cancel any orders placed for product listed at the incorrect or outdated price. Seagulls shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, Seagulls shall promptly issue a credit to your credit card account in the amount of the charge.
Order Acceptance Policy
Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. Seagulls reserves the right at any time after receipt of your order and prior to shipment, without prior notice to you, to supply less than the quantity you ordered and/or change the estimated delivery date and/or decline or cancel your order. Orders are subject to the priorities under the Defense Production Act.
Truck Shipment Terms
This order contains shipments that must ship via truck. The quoted shipping charges are for truck shipment to a dock designated to receive freight. Someone must be present to receive truck shipments. Shipments that require a call prior to delivery/24-hour notification, lift gate, inside delivery and/or residential delivery will incur additional charges.
Terms of payment are within Seagulls sole discretion, and unless otherwise agreed to by Global, payment must be received to Seagulls prior to Seagulls acceptance of an order. Payment for the products will be made by credit card, wire transfer, or ACH unless credit terms have been agreed to it by Seagulls. Invoices are due and payable within the time period noted on the invoice, measured from the date of the invoice. Seagulls may invoice parts of an order separately. Orders are not binding upon Seagulls until accepted by Seagulls. Any quotations given by Global will be valid for the period stated on the quotation.
Seagulls does not sell products intended to be used as Aircraft Products. Seagulls shall not be responsible to Customer or any third party, including any customer of Customer, or liable for any liability, damage, loss, injury, demand, claim or suit that directly or indirectly arises out of or allegedly arises out of use of or is attributable or due to the products we sell being used by Customers or third parties as Aircraft Products. "Aircraft Products" means (i) aircraft, missiles or spacecraft and any ground support or control equipment used in connection with aircraft, missiles or spacecraft; (ii) products installed in or used in connection with aircraft, missiles or spacecraft, including spare parts, ground handling tools and equipment; (iii) training aids, instructions, manuals, blueprints, engineering or other advice; and (iv) any services and labor related to any of the above. Customer warrants that it shall not use or install or offer for sale an item purchased from Seagulls as an Aircraft Product. In addition, Customer shall not sell to any of its direct or indirect customers, any item purchased from Seagulls which its customer intends to use as an Aircraft Product and shall advise its customers in writing of such prohibition.
Separate charges for shipping and handling will be shown on Global's invoice(s). You are responsible for all applicable sales and other taxes associated with the order. If applicable, a separate charge for taxes will be shown on Seagulls invoice. Delivery dates are approximate and products may be placed on backorder at Seagulls discretion. Where product availability is limited for any reason, Global may fill orders or otherwise allocate products in any manner it deems appropriate, including as required by the Defense Production Act. Under no circumstances will Seagulls be liable for failure to ship, delay in delivery, or for Customer’s failure to receive products by a certain date.
Title/Risk of Loss
Title to products and risk of loss passes from Seagulls to you upon delivery to the carrier.
Unless you are purchasing a remanufactured product, the product you purchase contains components that are new or used in accordance with industry standards.
Product specifications may reflect accepted industry terminology and standards that could vary from commonplace meanings or may reflect the manufacturers best estimates of power, capacity and other usage capabilities and limitations or may reflect the capabilities of a product only under specific circumstances. Product specifications are not independently tested by Seagulls in every circumstance. Parameters provided in datasheets and/or specifications may vary in different applications and performance may vary over time. Product specifications do not expand or otherwise modify these Sales Terms, including but not limited to the warranty. Our products are not designed for use in medical, life-saving, or life-sustaining applications or for any other application in which the failure of the product could result in personal injury or death.
Special Order Items
Once you place an order for custom-cut, customer built or special order items your order is considered non-cancelable and any custom-cut, customer built or special order items purchased by you are also non-returnable.
All orders must be approved by Seagulls. Placement or acceptance of an order does not constitute the opening of an account on credit terms. Accounts placed on credit hold will not be authorized to receive product until their account is current and in good standing. Seagulls reserves the right to require payment for any shipment hereunder in advance or, in the alternative, satisfactory security for such order if the financial performance or credit worthiness of Customer is unsatisfactory to Seagulls. Such security includes, but is not limited to, execution by Customer of a Corporate Guaranty. If Customer fails to make payment in accordance with these terms and conditions of sale or otherwise fails to comply with any provision hereof, Seagulls may, at its option (and in addition to any other remedies available to Seagulls at law or in equity), cancel any unshipped portion of Customer’s order. Notwithstanding the above, Customer shall remain liable for all of its unpaid accounts. Customer shall not transfer or assign the account(s) relationship(s) created by the extension of credit by Seagulls to any third party without Seagulls prior written consent.
Important Country of Origin Information
For certain items sold by Seagulls, the foreign country of origin information can change and what is displayed on seagullsindustrial.com or in the catalog may not be accurate or consistent with manufacturer information at the time of order or shipment. For updated, accurate foreign country of origin data, it is recommended that you rely on product packaging or manufacturer information. With regard to product kits, country of origin may be undetermined as such kits contain multiple parts.
Safety Data Sheet (SDS)
The Hazard Communication Standard (29 CFR 1910.1200(g)) requires that the chemical manufacturer, distributor, or importer provide a Safety Data Sheet ("SDS") for each hazardous chemical to downstream users to communicate information on these hazards. Employers shall have a SDS in the workplace for each hazardous chemical which they use. Each SDS includes information such as the properties of each chemical; the physical, health, and environmental health hazards; protective measures; and safety precautions for handling, storing, and transporting the chemical. Since each SDS is supplied by the chemical manufacturer/importer, Seagulls expressly relies on the evaluation of the chemical manufacturer/importer contained therein. Seagulls MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIABILITY TO YOU AND/OR ANY OTHER USER WITH RESPECT TO THE ACCURACY OF THE INFORMATION OR THE SUITABILITY OF THE INFORMATION IN ANY SDS.
California Proposition 65 and Other Warnings
The State of California requires that certain warnings be given concerning products which contain chemicals subject to Proposition 65. Proposition 65 requires that products containing certain chemicals identified by the State of California as causing cancer, birth defects or other reproductive harm contain warnings. In addition, certain states have also enacted warning requirements regarding chemical components of particular products we sell, such as cleaning supplies. We rely on the manufacturer regarding the hazardous chemicals in their products and we make no representations or warranties regarding the information provided by the manufacturer. Applicable Proposition 65 warning(s) are provided upon product purchase. In addition, for information on whether a specific product you are considering purchasing from Global contains a Proposition 65 warning label, please email email@example.com
You agree that you will not divert, use, export or re-export the products contrary to United States law. You expressly acknowledge and agree that you will not export, re-export, or provide the products to any entity or person within any country that is subject to United States economic sanctions imposing comprehensive embargoes without obtaining prior authorization from the United States Government. The list of such countries subject to United States economic sanctions or embargoes may change from time to time but currently includes North Korea, Cuba, Iran, Sudan, and Syria. You also expressly acknowledge and agree that it will not export, re-export, or provide the products to entities and persons that are ineligible under United States law to receive such items, including but not limited to, any person or entity on the United States Treasury Department's list of Specially Designated Nationals or on the United States Commerce Department's Denied Persons List, Entity List, or Unverified List.
These terms and conditions of sale may be amended at any time by Seagulls. The laws of the State of California shall govern these terms and conditions of sale.
User Generated Content Policy
From time to time on certain areas of the Site you may be able to submit reviews, comments, feedback and certain other materials (collectively, "User Contributions"). By using these features, you agree that: (a) you will not post any content that is unlawful, harmful, tortious, defamatory, libelous, obscene, invasive of the privacy of another person, threatening, harassing, abusive, hateful, racist, infringing, pornographic, violent, or otherwise objectionable or inappropriate as determined by Seagulls in its discretion; (b) you will not post any content that contains personal information about any individual, violates the privacy/publicity of any other individual or entity, or anything that you are under a contractual obligation to keep private or confidential; (c) you will not impersonate any person or organization, including without limitation, the personnel of Seagulls or misrepresent an affiliation with another person or organization; and (d) you will not post any content that contains viruses, corrupted files, or any other similar software or programs that may adversely affect the operation of the Site, or any feature of the Site.
You represent and warrant that you own or have a valid license to use the User Contribution submitted, displayed, published or posted by you on the Site and otherwise have the right to grant the license set forth herein, and the displaying, publishing or posting of the User Contribution, and Seagulls use thereof does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, patents, contract rights or any other intellectual property rights or other rights of any person or entity.