DOCS-001 Manual, SeaBotix Inc. Users, 150 – 200 Series - Rev B – 27 Jan 10 -
Page 55 of 64
material will be the replacement of the merchandise subject to the manufacturer's
inspection and warranty.
3. TITLE AND SECURITY. SeaBotix reserves for itself, and Customer grants to
SeaBotix a security interest in the products and all proceeds thereof until payment in full
for such product(s) is received by SeaBotix; (ii) Customer agrees to execute all
financing statements or other documents necessary to further reflect the grant or
perfection of the security interest; and (iii) if Customer refuses or fails to execute any
such documents, SeaBotix is hereby appointed as Customer's attorney-in-fact to
execute any such documents on Customer's behalf.
4. PAYMENT TERMS. All orders require a 40% deposit and payment in full of the
invoice balance prior to shipment unless a separate purchase agreement or contract
exists. No discounts are authorized unless expressly set forth on the sales order
confirmation delivered in connection with this transaction. Customer shall not be entitled
to set-off any amounts due Customer against any amount due SeaBotix in connection
with this transaction. SeaBotix is not responsible for pricing, typographical, or other
errors, in any offer by SeaBotix and reserves the right to cancel any orders resulting
from such errors. Shipment and performance of work shall at all times be subject to
approval by the credit department of SeaBotix and SeaBotix may at any time decline to
make any shipments or perform any work except upon receipt of payment or terms and
conditions satisfactory to SeaBotix. If in the judgment of SeaBotix, the financial
condition of Customer at any time does not justify continuation of production or
shipment on the terms of payment originally specified, SeaBotix may require full or
partial payment in advance. In the event of a “Default” by Customer to include
bankruptcy, assignment for the benefit of creditors or insolvency of Customer or in the
event that a proceeding is brought by or against Customer under any bankruptcy or
insolvency laws, SeaBotix shall be entitled to cancel any order then outstanding. Upon
Default by Customer, Customer agrees to reimburse SeaBotix all attorney fees and
costs incurred by SeaBotix in connection therewith.
5. BILL AND HOLD TRANSACTIONS. In the event that Customer has submitted a
written request for SeaBotix to deliver the products out of its general inventory, but store
the products at the premises of SeaBotix on the customer’s behalf (a “Bill and Hold
Sale”) the terms and conditions set forth in this paragraph 5 shall prevail over any
inconsistent terms set forth in these terms and conditions (with all consistent terms
remaining in full force and effect).
a. WRITTEN REQUEST FOR BILL AND HOLD. SeaBotix shall provide storage of the
products upon receipt of written request from the Customer setting forth the reason that
Customer wishes to take delivery of the products at SeaBotix headquarters for the
Customer’s benefit. Such reason for accepting delivery at SeaBotix headquarters shall
be set forth on the written request and may be based upon the Customer’s wish to have