Pole Star Maritime General Terms & Conditions of Sale
1 Scope of Applicability
1.1 These General Terms and Conditions of Sale (“GTCS”) apply to all sales of Products by Pole Star Maritime, LLC (hereafter referred to as “PSM” or the “Seller”) notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from the purchaser. No such conflicting, contrary or additional terms and conditions shall be deemed accepted by PSM unless and until PSM expressly confirm its acceptance in writing.
1.2 PSM reserves the right to change these GTCS at any time. PSM will give the purchaser thirty calendar days’ notice of any changes by posting notice on our website and will inform purchasers with open POs directly via an email update.
2 Definitions
2.1 « Contract » : the agreement In Writing between the parties concerning supply of the Product and all appendices, including agreed amendments and additions In Writing to the said documents.
2.2 « Gross Negligence » : a deliberate or reckless failure to take such care as is obviously required in the circumstances to avoid serious consequences for the other party.
2.3 « In Writing » : communication by document or by letter, electronic mail, fax and by such other means as are agreed by the parties;
« the Product » : all equipment, customized fabrications, components, assemblies, hardware, materials, joiner systems, and outfitting elements supplied by the Seller to the Purchaser under this Contract. Throughout these Terms and Conditions and any associated purchase orders, estimates, or invoices, the terms "Product," "Products," and "Goods" shall be used interchangeably and shall carry the exact same legal definition, responsibilities, and obligations. For the avoidance of doubt, the definition of "Product(s)" shall explicitly encompass all associated deliverables, including but not limited to:
2.3.1 Technical Documentation: Engineering drawings, design submittals, material data sheets, and calculation models.
2.3.2 Compliance Certificates: Regulatory approvals, IMO/SOLAS fire ratings, classification society certifications (e.g., ABS, DNV), and factory test reports.
2.3.3 Software & Operations Data: Any embedded software, firmware, or operational and maintenance manuals required to utilize the equipment.
2.4 « Custom Product(s) » : any equipment, materials, components, or assemblies that are built-to-order, altered, engineered, manufactured, or tailored to the unique technical specifications, dimensions, colors, or performance requirements of the Purchaser, or otherwise designated by the Seller as "Custom" on the applicable estimate or order confirmation. Any Product that is not a Custom Product shall be deemed a "COTS (commercial off the shelf) Product."
2.5 « Contract Price » : the agreed sale price, net of any exclusions, as set forth in the order confirmation.
2.6 « Order Confirmation » : the formal written act by which the Seller accepts the Purchaser's purchase order (PO) or project submittal. For the purposes of this Contract, the issuance of the Initial Sales Invoice by the Seller to the Purchaser shall serve as, and carry the exact same legal weight as, the Order Confirmation. Depending on the specific payment terms established for the order, the Initial Sales Invoice may represent a progress deposit for a percentage of the total order value (which percentage may vary per transaction) or it may represent a requirement for full prepayment of one hundred percent (100%) of the total order value. The Contract shall be deemed fully executed, and the base pricing and terms set forth therein legally bound, upon the transmission of this Initial Sales Invoice by the Seller.
2.7 « Lead time » : time the estimated duration of time required to manufacture, test, and prepare the Product for shipment. Lead Time does NOT include the time spent in transit or preparing for transit. Lead Time is an estimate only and does not commence upon the date of purchase order (PO) submission or contract signing. Instead, the Lead Time period shall strictly begin on the business day following the date on which all of the following "Commencement Conditions" are fully satisfied:
2.7.1 Seller’s receipt of the Purchaser’s cleared deposit payment against the initial invoice (if applicable based on the agreed upon terms & conditions);
2.7.2 Seller’s receipt of all final, unconditioned, and signed engineering drawings, material specifications, and technical approvals from the Purchaser; and
2.7.3 Seller’s receipt of all necessary regulatory, classification, or fire-safety certifications details required from the Purchaser to initiate production.
3 Offers, Purchase Orders and Order Confirmations
3.1 All offers made by PSM are open for acceptance within fifteen calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the goods offered.
3.2 All purchase orders issued by the purchaser shall specify as a minimum the type and quantity of goods requested, applicable unit prices, delivery place and requested delivery dates. No purchase order shall be binding on PSM unless and until confirmed by PSM in writing. The Purchaser acknowledges that the Purchase Order itself may serve as final technical approval for COTS Products where no additional drawings are provided.
3.3 Interpretations and Technical Responsibility. In the event the Seller provides a takeoff, parts schedule, or technical interpretation based on the Purchaser’s drawings or plans (e.g., determining door swings, insulation ratings, or dimensions), such assistance is provided as a courtesy only. The ultimate responsibility for ensuring that the Product meets the project's requirements remains solely with the Purchaser. The Seller’s interpretation of technical requirements shall be set forth in the Order Confirmation; the issuance of a Purchase Order or the failure of the Purchaser to provide a written correction prior to production shall be deemed a waiver of any claim against the Seller regarding the accuracy of such interpretation.
4 Prices and Terms of Payment
4.1 Product Pricing. The prices for the Products shall be those explicitly set forth in the Seller’s order confirmation. All prices are strictly exclusive of taxes, impositions, and other statutory charges, including, but not limited to, sales, use, excise, value-added, tariffs, duties, and similar taxes or charges imposed by any governmental authority, all of which shall be the sole financial responsibility of the Purchaser.
4.2 Non-binding freight estimates. Any freight, shipping, handling, or insurance charges provided by the Seller on an estimate, quote, or initial order confirmation are non-binding budgetary estimates provided solely for the Purchaser's convenience. The Seller does not guarantee these costs. Final freight and shipping charges will be assessed, invoiced, and bound strictly at the time actual shipping is booked with the carrier. The Purchaser acknowledges and agrees that final shipping costs may differ significantly from initial estimates due to market volatility, carrier capacity, or fuel surcharges.
4.3 Tariff and Import Duty Adjustments. Any tariff, customs duty, brokerage fee, or import levy noted on a Seller estimate or order confirmation is an estimate only and is completely non-binding on the Seller. Final tariff and duty costs invoiced to the Purchaser shall reflect the actual, true costs assessed by relevant government customs authorities at the moment the Products are imported into their country of destination. Any increases in global tariff rates or customs assessments between the date of order confirmation and the date of import shall be passed through directly to the Purchaser.
4.4 Unless expressly stated otherwise in the PSM order confirmation, payment for goods shall be made via the payment terms listed on the estimate and invoice, without offset or deduction.
4.5 The purchaser must submit such financial information from time to time as may be reasonably requested by PSM for the establishment or continuation of payment terms. PSM may in its sole discretion at any time change agreed payment terms without notice by requiring payment cash in advance or cash on delivery, bank guarantee, letter of credit or otherwise.
4.6 If the purchaser fails to pay any invoice within seven calendar days of the due date of payment, PSM may suspend delivery of any purchase order or any remaining balance thereof until payment is made or terminate delivery of any purchase order or any remaining balance thereof by providing written notice of termination to the purchaser within seven calendar days of the expiration of the grace period. Any such suspension or hold placed on an order due to the Purchaser's non-payment or failure to perform shall immediately subject the shipment to mandatory storage costs. The Purchaser alone shall be strictly and solely responsible for the payment of all resulting storage, warehousing, staging, and cargo-handling expenses incurred during the hold period. In addition to the direct third-party storage fees, the Seller reserves the right to assess a reasonable administrative processing fee to cover logistics re-routing, warehouse management, and administrative labor. Further, PSM may charge the purchaser interest from the due date to the date of payment at the rate of 1 ½ % per month. This shall be in addition to, and not in limitation of, any other rights or remedies to which PSM is or may be entitled at law or in equity.
4.7 Title to goods delivered shall remain vested in PSM and shall not pass to the purchaser until the goods have been paid for in full. If the purchaser fails to pay any invoice within fourteen calendar days of the due date of payment, PSM may retake the goods covered by the invoice. The retention of title shall not affect the passing of risk under section 5.1.
5 Terms of Delivery
5.1 Delivery terms will be set in the PSM order confirmation, in accordance with Incoterms 2020. The risk of loss of or damage to goods shall pass to the purchaser in accordance with the agreed delivery term.
5.2 If a delay in delivery is caused exclusively by the gross negligence or willful default of the Seller, and such delay causes documented financial loss to the Purchaser, the Purchaser’s sole and exclusive financial recourse for such delay shall be liquidated damages, calculated as follows:
5.2.1 The Accumulation Rate: Liquidated damages shall accumulate at a rate of 0.5% of the purchase price of the delayed portion of the Product for each completed week (7 full days) of delay, starting after a two week grace period.
5.2.2 The Schedule Cap: Total aggregate liquidated damages for all schedule delays combined shall be strictly capped at a maximum of 7.5% of the purchase price of the delayed portion of the Product.
5.2.3 Exclusivity: The payment of these liquidated damages shall be the Purchaser’s sole and exclusive remedy for any delay on the part of the Seller. All other claims, lawsuits, or demands against the Seller arising from schedule delays are explicitly barred.
5.3 If the parties, instead of specifying the date for delivery, have specified a period of time within which delivery shall take place, such period shall start to run as soon as the Contract is entered into and all agreed preconditions to be met by the Purchaser have been fulfilled, such as official formalities, approval of drawings, payments due at the formation of the Contract and securities.
5.4 All stated Lead Times and delivery dates are approximate and provided in good faith. Time shall not be of the essence regarding manufacturing completions or delivery schedules. Seller shall not be liable for any losses, damages, penalties, or liquidated damages resulting from manufacturing delays or shifts in Lead Time.
5.5 If the Seller determines that a manufacturing or logistical bottleneck will severely impact the Purchaser’s critical yard schedule, the Seller may, at its sole discretion and operational convenience, offer to upgrade the transit method from sea freight to air freight to recover schedule time. Expenses incurred by the seller while recovering schedule time (via upgrade to air freight or otherwise) shall reduce the Seller’s obligations described in Section 5.2.
5.5.1 No Admission of Liability: Any such logistical upgrade offered by the Seller shall be deemed a voluntary customer-service remediation effort. The provision of an air freight upgrade shall not be construed as an admission of liability or default by the Seller, nor shall it establish a course of dealing forcing the Seller to provide similar upgrades on future orders.
5.6 In the event the Purchaser requests any modifications, engineering revisions, or changes to the material specifications after the Lead Time has commenced, the original Lead Time shall be rendered void. A revised Lead Time shall be calculated and issued by the Seller, which shall not commence until the modified Change Order or other needed documentation is signed and any associated cost adjustments are secured.
5.7 If the Seller anticipates that they will not be able to deliver the Product at the estimated time for delivery, they shall forthwith notify the Purchaser thereof In Writing, stating the reason and, if possible, the time when delivery can be expected.
5.8 PSM reserves the right to make delivery in installments.
6 Acceptance of Product(s)
6.1 Inspection Period. Purchaser shall inspect all Products immediately upon delivery to the specified destination. Purchaser shall have five (5) business days from the date of delivery (the "Inspection Period") to verify that the Products conform to the signed technical specifications, purchase orders, and quantity requirements, and to identify any visible defects, shortages, or transit damage.
6.2 If Purchaser determines that any Product is non-conforming or damaged, Purchaser must provide detailed written notice of rejection to Seller within the Inspection Period. To be valid, such notice must: (i) be delivered to Seller via email or certified mail before 5:00 PM Eastern Time on the fifth (5th) business day following delivery; (ii) explicitly state the unique Purchase Order or Invoice number; and (iii) include comprehensive photographic or video documentation demonstrating the alleged non-conformity or damage.
6.3 If Purchaser fails to provide a valid, written notice of rejection to Seller within the five (5) business day Inspection Period, the Products shall be deemed conclusively and irrevocably accepted by Purchaser in their current "as-is" condition. Following Deemed Acceptance, Purchaser shall waive any and all rights to reject the Products, revoke acceptance, withhold payment, or claim a breach of contract based on visible defects, missing components, or non-conformity.
6.4 In the event that Purchaser provides a timely and valid notice of rejection, Seller shall evaluate the claim. If Seller concurs with the non-conformity, Seller shall, at its sole discretion and as Purchaser's exclusive remedy: (i) repair the non-conforming Product(s); (ii) coordinate with the underlying manufacturer or wholesaler to replace the non-conforming Product(s); or (iii) credit or refund the purchase price of the non-conforming Product(s). Purchaser shall not return any Product to Seller without first obtaining a written Return Merchandise Authorization (RMA) from Seller. Purchaser shall bear all risk of loss for unauthorized returns.
7 Cancellations, and Modifications
7.1 Cancellation & Return of Custom Products. Purchaser acknowledges that Custom Products are generally not suitable for resale by Seller to third parties.
7.1.1 The No-Cancellation Rule: Once Seller issues an order confirmation, Purchaser may not cancel, suspend, return, or terminate an order, in whole or in part, without the express prior written consent of Seller.
7.1.2 Discretionary Partial Refund: If Seller, at its sole discretion, grants written consent for a cancellation, Purchaser shall be liable to pay Seller a mandatory cancellation fee. This fee shall be calculated by Seller to cover all incurred costs and liabilities up to the moment of cancellation, including but not limited to: (i) the cost of all engineering and design work performed; (ii) all raw materials purchased or non-refundable factory deposits or other payments placed; (iii) the full amount of any cancellation penalties assessed against Seller by the underlying manufacturer or wholesaler; and (iv) a reasonable administrative processing fee.
7.2 Cancellation and Return of COTS (non-custom) Products (Restocking & Logistics Fee). Purchaser explicitly acknowledges that the processing, reverse logistics, and administrative overhead associated with returning or restocking industrial or marine goods is highly burdensome. Consequently, Seller is under no legal or contractual obligation to accept the return of any COTS Product or cancel any processed order. Any request by the Purchaser to return a COTS Product or cancel a COTS order shall be treated strictly as a request, which Seller may approve or deny at its absolute, sole, and unconditioned discretion. Purchaser may request to cancel an order for, or return, uninstalled and undamaged COTS (non-custom) Products subject to prior written approval and the following conditions:
7.2.1 All approved returns or cancellations of COTS Products shall be subject to a mandatory Restocking and Logistics Fee. This fee shall be calculated by Seller to fully insulate Seller from financial loss and shall encompass:
7.2.2 Manufacturer Fees: Any restocking, handling, or penalty fees assessed against Seller by the underlying manufacturer or third-party wholesaler.
7.2.3 Reverse Logistics Costs: The actual, true cost of freight, shipping, customs clearance, and insurance required to transport the COTS Product back to the manufacturer, wholesaler, or Seller’s designated warehouse.
7.2.4 Condition of Product: No return of COTS Products shall be finalized or credited until the items are received at the designated facility and pass a technical inspection verifying they are in their original, unmodified packaging and are in "like-new" resalable condition.
7.2.5 Seller Administration & Processing: A charge to cover Seller’s warehouse labor (if applicable), technical inspection of the returned items, and administrative processing overhead.
7.3 Purchaser-Initiated Modifications (Change Orders): No changes, modifications, or engineering revisions to any Product specifications, quantities, or delivery schedules shall be binding unless requested by the Purchaser in writing and explicitly accepted via a signed Change Order by an authorized representative of the Seller. Production on any modified elements of an order will be immediately halted and will not resume until the binding Change Order is signed by both parties and any required additional progress deposits are paid in full by the Purchaser. The Purchaser alone shall be strictly and solely responsible for the payment of all additional costs resulting from any such requested changes. These billable expenses shall include, without limitation:
7.3.1 Upstream Manufacturer Costs: Any structural price adjustments, raw material surcharges, tooling fees, or scheduling penalties assessed against the Seller by the underlying manufacturer or third-party wholesaler.
7.3.2 Internal Seller Costs: All internal costs incurred by the Seller, calculated at the Seller's standard operational rates, to cover engineering review hours, redrafting of technical specifications, project management recalculations, and administrative processing labor.
7.3.3 Logistical Impacts: Any increases to final freight, carrier routing adjustments, storage fees, customs brokerage adjustments, or modifications to the originally estimated Lead Times.
7.4 Seller-Initiated Cancellations and Structural Adjustments: Seller reserves the right to cancel any accepted order, or any unfulfilled portion thereof, without liability or penalty, upon the occurrence of any of the following events:
7.4.1 Manufacturer Default or Insolvency: The underlying manufacturer or third-party wholesaler ceases operations, goes bankrupt, or defaults on its manufacturing commitments to Seller, rendering it impossible for Seller to source the Product.
7.4.2 Material Price Surges or Allocation: The underlying manufacturer implements sudden, severe material allocations or a price surge exceeding 10% of the original unit cost between the date of order confirmation and the start of production. In such an event, Seller may offer Purchaser the option to pay the adjusted cost differential via a Change Order; if Purchaser refuses, Seller may cancel the order and return the Purchaser's deposit, completely terminating all Seller liability.
7.4.3 Purchaser Financial Default: Purchaser fails to make any progress payment (including the initial 50% deposit) within fifteen (15) business days of its due date, or Seller reasonably determines that Purchaser's financial creditworthiness has degraded to a level that jeopardizes full payment for the shipment.
7.5 Disposition of Deposits and Payments Upon Cancellation
7.5.1 If Cancelled by Purchaser: Any deposits or other payments held by Seller (including the initial PO payment) shall be applied directly toward the discretionary Custom Product costs (Section 7.1) or the COTS Product Restocking and Logistics Fees (Section 7.2). If the deposit is insufficient to cover the total calculated costs, Purchaser shall pay the remaining balance to Seller within ten (10) days of invoice.
7.5.2 If Cancelled by Seller: If Seller cancels an order pursuant to Section 7.4 due to manufacturer failure or price surges, Seller’s sole liability shall be to refund any unearned deposits and/or installment payments previously paid by Purchaser. The return of such deposits and/or installment payments shall constitute Purchaser’s sole and exclusive remedy, and Seller shall have no liability for consequential damages, shipyard downtime, or lost profits.
8 Warranties and Disclaimers
8.1 Purchaser acknowledges that PSM (“Seller”) is a distributor and not the manufacturer of the Product supplied hereunder. To the maximum extent permitted by law, Seller hereby assigns, transfers, and passes through to Purchaser all assignable warranties, indemnities, and remedies provided by the original manufacturer or third-party wholesaler of the Goods. Purchaser’s sole and exclusive remedy for any alleged manufacturing defect, material failure, or non-conformity in the Product shall be governed strictly by the terms of such manufacturer or wholesaler warranties.
8.2 Disclaimer of Manufacturer Performance. Seller shall have no liability whatsoever to Purchaser, and Purchaser shall have no recourse against Seller, in the event that the original manufacturer or third-party wholesaler fails, refuses, or is unable to perform its warranty obligations for any reason. This includes, without limitation, instances where the manufacturer denies a warranty claim, delays performance, becomes insolvent, goes bankrupt, liquidates, or otherwise ceases business operations. Purchaser assumes all risk associated with the creditworthiness, operational capacity, and warranty fulfillment of the underlying manufacturer.
8.3 Limitation of Seller Assistance. Seller agrees to provide reasonable administrative assistance to Purchaser in processing warranty claims with the original manufacturer, provided that Seller shall not be required to incur out-of-pocket expenses or initiate litigation on Purchaser’s behalf.
8.4 Technical Fitness Disclaimer. Except for the passthrough warranties expressly stated in subsection (7.1), Seller makes no warranties, express or implied, concerning the goods. Seller explicitly disclaims all implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Seller does not warrant that the product will meet any specific technical requirement, vessel classification rule, or regulatory standard unless expressly agreed to in writing by Seller in a separate specification document.
8.5 Under no circumstances shall Seller be liable to purchaser or any third party for labor costs, installation costs, removal costs, vessel downtime, lost profits, or any consequential, incidental, or punitive damages arising out of a defect in or failure of the Product, regardless of whether a claim is based on contract, tort, or strict liability.
9 Intellectual Property and Confidentiality
9.1 All intellectual property rights in the Product, including in any embedded software, and in any technical information relating to the Product, shall rest with the Seller or, in the appropriate case, with a third party that has licensed the Seller to sublicense these rights. Subject to any limitations that may have been agreed between the third party and the Seller, the Purchaser shall acquire a nonexclusive, perpetual and transferable right to use these intellectual property rights, but limited to the extent required by the purpose of the Contract. The Seller shall not be obliged to provide the Purchaser with the source code or with updates for any embedded software.
9.2 This clause shall also apply when the Product and/or software has been specifically developed for the Purchaser, unless otherwise agreed In Writing.
9.3 If any goods delivered hereunder are held to infringe a third party’s patent, utility model, design, trademark or other intellectual property right and the purchaser is enjoined from using same, PSM will, at its option and expense, (i) procure for the purchaser the right to continue using the goods; (b) replace the goods with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function; (c) modify the goods to make them non-infringing; or (d) refund the purchase price of the goods less a reasonable amount for usage. The foregoing states PSM’s sole liability for intellectual property rights infringement.
10 Limitation of Liability
10.1 PSM and its suppliers shall in no event be liable to purchaser, any successors in interest or any beneficiary of this order for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, reprocurement costs, work stoppage, increased expenses of operation, loss of data, injury to reputation or loss of customers. The purchaser’s recovery from PSM for any claim shall not exceed the purchase price for the goods giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.
10.2 PSM shall not be liable for any claims based on our compliance with the purchaser’s designs, specifications or instructions or repair, modification or alteration of any goods by parties other than PSM or use in combination with other goods.
11 Force Majeure
11.1 Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, upon thirty calendar days’ prior written notice to the other party.
12 Miscellaneous
12.1 The United Nations Convention for the International Sale of Goods shall not apply to these GTCS or to any contracts of sale entered into between PSM and the purchaser.
12.2 No waiver of any provision of these GTCS shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of these GTCS shall not constitute a waiver of such provision or any other provision(s) of these GTCS.
12.3 Should any provision of these GTCS be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these GTCS shall remain in full force and effect and shall be construed in accordance with the modified provision.
12.4 These GTCS and all contracts of sale entered into between the parties shall be governed by and construed in accordance with the laws of The State of Maine without giving effect to any choice of law or conflict of law provisions. Any suits, actions or proceedings that may be instituted by either party against the other shall be instituted exclusively before the competent courts of The State of Maine, however, without prejudice to PSM’s right to bring suits, actions or proceedings in any other court including US Federal Court which would have jurisdiction if this provision had not been incorporated into these GTCS.