Terms & Conditions of Sale

These Terms & Conditions of Sale (“Terms”) apply to all quotations, sales, supplies and deliveries of products, equipment, components, materials and related services made by Deepblue Aqua Equipment Limited or the legal entity identified as the seller in the applicable quotation, proforma invoice, sales contract or order confirmation (the “Seller”) to a business customer (the “Buyer”).

These Terms apply unless the Seller and Buyer enter into a separate written agreement signed by authorized representatives that expressly replaces them. The Buyer’s purchase order, payment, acceptance of delivery, or instruction to commence production constitutes acceptance of these Terms. Any additional or conflicting terms proposed by the Buyer are rejected unless expressly accepted by the Seller in writing.

Unless stated otherwise, quotations remain valid for thirty (30) calendar days from their issue date. Prices, lead times, specifications and availability are subject to written confirmation by the Seller.

An order becomes binding only when the Seller issues a written order confirmation, signs a sales contract, or accepts the Buyer’s advance payment. The Seller may correct clerical, typographical, technical or pricing errors before order confirmation.

Product drawings, dimensions, weights, capacities, performance data and illustrations are approximate unless expressly identified as guaranteed in the applicable contract. The Buyer is responsible for ensuring that the ordered products are suitable for the Buyer’s intended use, vessel, farm, project, installation environment and applicable local requirements.

Prices are stated in the currency and on the Incoterms® 2020 delivery basis shown in the applicable quotation or contract. Unless expressly stated otherwise, prices exclude VAT, import duties, customs charges, insurance, freight, bank charges, inspection fees, installation, commissioning and other charges.

Payment shall be made in cleared funds to the Seller’s nominated bank account in accordance with the payment schedule in the quotation or contract. Where no schedule is stated, payment is 50% advance payment upon order confirmation and 50% balance payment before shipment.

The Seller may suspend production, shipment, release of documents, warranty work or other performance if payment is overdue. Overdue amounts may bear interest at 0.05% per day, or the maximum rate permitted by applicable law, whichever is lower. The Buyer shall reimburse reasonable costs of collection, including legal fees and bank charges.

Delivery dates are estimates unless expressly stated as binding in a signed contract. The Seller may make partial deliveries and invoice them separately. Delivery periods commence only after the Seller receives the required advance payment, complete technical information, approvals and any necessary export or compliance documents.

Risk of loss or damage transfers in accordance with the Incoterms® 2020 rule specified in the quotation or contract. If no delivery rule is specified, delivery is Ex Works (EXW) Seller’s designated facility, Incoterms® 2020.

The Buyer shall promptly provide correct shipping instructions, consignee information, import licences and documents. If the Buyer delays collection, shipment or acceptance, the Seller may store the goods at the Buyer’s risk and expense, invoice the goods, and charge reasonable storage and handling costs.

Title to the goods remains with the Seller until the Seller has received full payment of all amounts due for the relevant order, to the extent permitted by applicable law. Until title passes, the Buyer shall keep the goods identifiable, properly stored, insured and free from liens or encumbrances.

The Buyer shall not resell, pledge or otherwise dispose of the goods before full payment without the Seller’s prior written consent. This clause does not limit the transfer of risk under Clause 4.

The Buyer shall inspect the goods promptly upon receipt. Any claim for visible shortage, transit damage, wrong goods or apparent non-conformity must be notified to the Seller in writing within seven (7) calendar days after delivery, with photographs, packaging details, quantity records and other reasonable evidence.

Claims for latent defects must be notified in writing within fourteen (14) calendar days after discovery and in all cases within the warranty period. Failure to give timely notice constitutes acceptance of the goods to the extent permitted by applicable law.

The Buyer shall not return any goods without the Seller’s written return authorization. Returned goods must be properly packed and shipped in accordance with the Seller’s instructions.

The Seller warrants that, under normal use, storage, installation and maintenance, the goods will substantially conform to the agreed specifications and be free from material defects in workmanship and materials for twelve (12) months from delivery, or for the period expressly stated in the applicable contract.

The Seller’s sole obligation, and the Buyer’s exclusive remedy, for a valid warranty claim is, at the Seller’s option, repair, replacement, supply of missing parts, refund of the purchase price paid for the non-conforming goods, or a reasonable credit. The Buyer shall provide reasonable access, information and cooperation for diagnosis.

This warranty does not cover normal wear and tear, corrosion, misuse, improper storage, improper installation, inadequate maintenance, unauthorized modification or repair, use outside the agreed design conditions, damage caused by third parties, or failures caused by drawings, specifications or materials supplied by the Buyer. Replacement parts may be new or equivalent reconditioned parts.

Any technical advice, calculations, design assistance, installation guidance or recommendations supplied by the Seller are based on information provided by the Buyer and are for general commercial use unless the Seller expressly accepts a defined engineering responsibility in a signed written agreement.

The Buyer remains responsible for final project design, site conditions, installation method, safe operation, statutory approvals, classification requirements, crew training and compliance with applicable laws, standards and certification requirements. The Buyer shall ensure that products are inspected and installed by qualified personnel in accordance with applicable instructions and good marine practice.

To the maximum extent permitted by applicable law, the Seller shall not be liable for indirect, incidental, special, punitive or consequential loss, including loss of profit, loss of production, loss of use, business interruption, loss of contract, loss of goodwill, recall costs, vessel downtime, farming losses or environmental claims.

The Seller’s aggregate liability arising from or related to an order, whether in contract, tort, negligence, statute or otherwise, shall not exceed the amount actually paid to the Seller for the specific goods or services giving rise to the claim.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited under applicable law, including liability for fraud, wilful misconduct, gross negligence, personal injury or death where such limitation is prohibited.

The Seller is not liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil disturbance, sanctions, embargoes, export restrictions, government action, labour disputes, shortage of materials, transport disruption, power failure, fire, flood, port congestion or supplier failure.

The affected party shall notify the other party promptly and use reasonable efforts to reduce the effect of the event. If a force majeure event continues for more than ninety (90) days, either party may terminate the affected order by written notice, without liability except for amounts already due or work already performed.

All intellectual property rights in the Seller’s drawings, designs, calculations, catalogues, proposals, trademarks, software, technical documents and know-how remain the Seller’s property. The Buyer may use them only for the purpose of evaluating, purchasing, installing and operating the Seller’s products, and may not copy, disclose, reverse engineer or use them for competing manufacture without written permission.

Each party shall keep the other party’s non-public commercial, technical and pricing information confidential and use it only for performance of the relevant transaction. The Seller may identify the Buyer as a customer and use non-confidential project photographs or descriptions for marketing unless the Buyer objects in writing before order confirmation.

The Buyer shall comply with all applicable export control, customs, anti-bribery, anti-money laundering and trade sanctions laws. The Buyer shall not resell, export, transfer or use the goods in a manner that would cause the Seller to violate applicable law.

The Seller may refuse, suspend or terminate performance if it reasonably believes that a transaction, end user, destination, payment route or use of goods may violate applicable law or create an unacceptable compliance risk. The Buyer shall provide end-user, end-use and destination information upon request.

The Seller may suspend performance or terminate an order immediately by written notice if the Buyer fails to pay amounts when due, becomes insolvent, breaches these Terms, provides materially inaccurate information, or creates a compliance or credit risk.

Termination does not affect accrued rights. The Buyer shall pay for all goods delivered, work performed, non-cancellable materials procured, reasonable cancellation costs, storage costs and other amounts due up to the termination date.

These Terms and all non-contractual obligations arising out of or in connection with them are governed by the laws of the People’s Republic of China.

The parties shall first attempt in good faith to resolve any dispute through commercial negotiation. If the dispute is not resolved within thirty (30) days after written notice of dispute, either party may submit the dispute to the competent People’s Court with jurisdiction in Qingdao, Shandong Province, People’s Republic of China.

This clause does not prevent the Seller from seeking urgent interim measures, preservation of property, evidence preservation or other remedies available under applicable law.

The Buyer may not assign or transfer any order or rights under these Terms without the Seller’s prior written consent. The Seller may subcontract performance or assign receivables in the ordinary course of business.

Any amendment, waiver or variation of these Terms must be in writing and signed by an authorized representative of the Seller. Failure to enforce a provision is not a waiver. If any provision is invalid or unenforceable, the remaining provisions remain effective and the invalid provision shall be replaced by a valid provision that most closely reflects the original commercial intent.

Notices shall be in writing and delivered by email, courier or other agreed written method to the contact details stated in the applicable quotation or contract. English is the controlling language of these Terms unless the applicable contract expressly states otherwise.

Where these Terms are posted on the Seller’s website, they apply only to business-to-business sales. Website information is provided for general reference and does not constitute a binding offer. A binding transaction requires the Seller’s written quotation, order confirmation or signed contract.