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Terms & Conditions


Unless otherwise specified, all prices for the equipment, services, and/or parts thereof (herein individually and collectively called “goods”), as described on any and all quotes and/or invoices hereof were quoted, all orders accepted, and all billings rendered exclusive of all present and future federal, state and local excise, sales, use and similar taxes.  Such taxes, when applicable, shall be paid by the Buyer and will appear as separate additional items on Seller’s invoices.


Payment in full by the Buyer is due thirty (30) days from the date of Seller’s invoice, unless otherwise specified on the invoice. (If, in the Seller’s sole judgment, the financial condition of the Buyer does not justify continuation of production or shipment on the terms specified herein, Seller may cancel any unfilled orders from the Buyer or parts thereof and/or may require immediate payment for all goods delivered and/or full or partial payment in advance for all goods not delivered, at Seller’s sole option.)  A charge of the lower of 1 ½% per month or the highest legal rate will apply to all invoices exceeding the 30 day net terms.  In the event it becomes necessary to enforce collection of any amounts due hereunder, Buyer shall be responsible for all attorneys’ fees, expenses, litigation expenses, and all other costs as a result of collection efforts.  Title to the goods hereby ordered shall not pass to the Buyer until such time as the entire purchase price and any extra or additional charges have been paid in full.  Any remedies granted to the Seller under the terms of this purchase order/invoice are cumulative and not exclusive, and the Seller may resort to any remedy available at law, equity, or admiralty, to protect its interest. 


Seller reserves the right to use its best judgment in selecting the appropriate means of shipment.  No insurance will be provided or taken out for the Buyer, and all  transportation charges in connection with shipments shall be paid by Buyer, unless Seller chooses otherwise.  Should Seller pay insurance and/or transportation charges, such charges may at Seller’s option to added to Seller’s invoice.  In any event, all responsibility of Seller shall cease and the risk of loss shall pass to the Buyer when the goods are delivered to a carrier for shipment to the Buyer or when the goods are paid for, whichever is sooner.  Seller reserves the right to make partial shipments and to invoice the Buyer therefore.  Such shipments and invoices shall be governed by and payable in accordance with the terms and conditions herein.  


There shall be added to the time within which Seller shall perform any obligation in connection herewith the period of time that delay in such performance is directly or indirectly caused by or in any manner arises from acts of God or the public enemy, acts or omissions of the Buyer, fire, flood, strike, epidemic, accident, riot, war, severe weather, lack of inadequate transportation facilities, delays in transportation, delays in delivery of material or services by supplier, delays or failure in procuring any export or import licenses or other documents or authorizations deemed necessary or desirable by Seller, by or from shortage of labor, fuel, material or supplies, by or from regulations, priorities, orders or embargoes imposed by any civil or military governmental authority in either its sovereign or contractual capacity, or by or form any other cause or causes (whether or not similar in nature to any of those hereinbefore specified) beyond the reasonable control of Seller. Seller will notify Buyer of such causes within a reasonable time after Seller learns of them.  The foregoing extension will apply even though such causes may occur after Seller’s performance has been delayed for other causes.  If delay resulting from any of the foregoing causes extends more than sixty (60) days, then Seller may, upon reasonable notice to Buyer, terminate the order with respect to the unexecuted portion of the work whereupon Buyer shall pay Seller termination charges as invoiced by Seller.  SELLER SHALL IN NO EVENT BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY FAILURE TO TIMELY DELIVER OR OTHERWISE MEET ANY DELIVERY SCHEDULE (INCLUDING LOST PROFITS AND/OR SAVINGS EVEN IF AWARE OF THEIR POSSIBLE EXISTENCE). 


No order received by Seller is subject to termination, cancellation, modification or amendment in any respect by the Buyer except upon written request to Seller, accepted in writing by Seller’s representative and then only upon payment by the Buyer of all termination, cancellation, modification or amendment charges determined by Seller. In the event of any modification or amendment, Seller may, at its option, revise its price and delivery schedule hereunder to provide for such modification or amendment.  If Buyer requests, and Seller in its sole discretion grants, a delay in delivery or other performance of Seller hereunder, any such delay shall be at the risk and expense of the Buyer, including but not limited to any increase in price caused by the delay. 


All claims for shortages, discrepancies, or defects in any goods shipped must be made in writing to Seller within ten (10) days of delivery.  Transportation charges with respect to any returns must be prepaid by  


If the Buyer shall make an assignment for the benefit of creditors, or a voluntary or involuntary petition or other action in bankruptcy or for reorganization or under any other insolvency law shall be filed by or against the Buyer, or the Buyer admits its inability to pay its debts, or a trustee, receiver or liquidation is appointed for any part of the assets of the Buyer (whether such acts, be voluntary or involuntary), then Seller may immediately terminate further work on any orders from the Buyer or parts thereof and charge the Buyer on the basis of percentage of completion at the time and on the price stated in each such order and/or may cancel any unfilled orders from the buyer or parts thereof and/or may require immediate payment for all goods delivery and/or require full or partial payment in advance for all goods not delivered, at Seller’s sole option.  Seller may require a current financial statement from Buyer at any time during the term of performance hereunder for the purpose of determining Buyer’s financial responsibility. 


Seller warrants each new product manufactured and sold by Seller (except special or developmental devices and the like) against defects in material and workmanship under normal use when installed, operated and serviced in accordance with Seller’s installation and operating instructions.  This warranty shall expire as follows: (i) eighteen (18) months from the date that the product shipped from the Seller’s facility or (ii) one (1) year from the date that the product was placed in use (i.e., in-service date), whichever occurs first.  All warranties, whether expressed or implied (hereinafter collectively called “warranties”), shall extend only to the Buyer and, as applicable, the owner of the vessel wherein such new product was installed/operated (collectively referred to as “Buyer” for purposes of this Section 8, only).  Warranties are valid only when and if (a) Seller received written notice of the breach within thirty (30) days of the breach, (b) the defective product is properly packed and returned by the Buyer (transportation and insurance prepaid), and (c) Seller determines, in its sole judgment, that the product is defective and not subject to any misuse, neglect, improper installation, negligence, accident, or (unless authorized in writing by Seller) repair or alteration.  Seller’s exclusive obligation under all warranties, and Seller’s exclusive liability for any personal and/or property damages (including direct, consequential or incidental) caused by the breach of any or all warranties, shall be limited to the following (a) repairing or replacing (in Seller’s sole discretion) any defective parts free of charge (f.o.b. Seller’s plant) and/or (b) crediting (in Seller’s sole discretion) all or a portion of the purchase price to the Buyer.

THE WARRANTY AND REMEDIES SET FORTH IN THIS PARAGRAPH ARE EXCLUSIVE AND IN LIEU OF ANY OTHER WARRANTIES AND REMEDIES AVAILABLE TO BUYER, EXPRESSED OR IMPLIED (INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR OR INTENDED USE OR PURPOSE OR WORKMAN LIKE SEVICE, OR ANY OTHER STATUTORY WARRANTY).  SELLER SHALL IN NO EVENT BE LIABLE TO BUYER OR ANY OTHER PERSON OR ENTITY FOR THE BREACH OF ANY WARRANTY, GUARANTY, EXPRESSED OR IMPLIED, IN FACT OR IN LAW, EXCEPT AS SPECIFICALLY SET FORTH, ABOVE. SELLER SHALL AT NO TIME AND IN NO EVENT BE LIABLE TO BUYER FOR ANYONE CLAIMIMNG THROUGH BUYER OR TO ANY OTHER PERSON OR ENTITY FOR LOSS OR DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS OR REVENUE RESULTING FROM ANY CAUSE WHATSOEVER, INCLUDING BUT NOT LIMITED TO, ANY ACT, ERROR, OMISSION, NEGLIGENCE, STRICT LIABILITY, TORT, PRODUCT LIABILITY, OR OTHERWISE OF SELLER.  SELLER’S PRICES ARE BASED, IN PART, ON THE TERMS STATED HEREIN WHICH LIMIT ITS LIABILITY.  BUYER ACKNOWLEDGES THAT SELLER’S PRICE IS LOWER THAN IT OTHERWISE WOULD BE BECAUSE OF SUCH TERMS.  BUYER FURTHER ACKNOWLEDGES THAT THE LOWER CONTRACT PRICE GIVEN IN EXCHANGE FOR SUCH TERMS FORMS AN ESSENTIAL  BASIS OF THIS BARGAIN. Any written warranty which is packaged, delivered or otherwise given with any product and which states on its face that it is intended to supersede any general product warranties of the Seller shall supersede this warranty, but shall not otherwise affect the terms and conditions stated herein. If Buyer resells the goods covered by this agreement, whether as separate items or as components incorporated into a larger work, Buyer agrees to defend, protect, indemnify, and hold the Seller harmless against any and all actions, claims, suits, administrative proceedings, losses, costs, damages, or expenses, including attorneys’ fees, expenses, and other litigation related costs, arising out of injury to or death of, persons and/or loss of or damaged property (whether of the parties hereto, or of others), including loss of use thereof, occurring in, arising out of, or in connection with the good(s).  This indemnification shall apply whether or not negligence to any extent on the part of the Seller is alleged or proved.  Further, it shall apply whether or not the claim or proceeding is instituted by the Buyer, any of its employees, those doing business with it, or a third-party unrelated to this contract. If any portion of this indemnification provision is deemed void or unenforceable, the parties agree that it shall be reformed to excise only those portions or provisions that are deemed void or unenforceable, saving the rest as valid and enforceable. 


(a) No agent, employee or representative of the Seller has any authority to bind Seller to any affirmation, representation or warranty concerning goods sold hereunder, and unless an affirmation, representation or warranty made by an agent, employee or representative is specifically included herein, it is not deemed part of the basis of this bargain and shall not be enforceable in any way.  (b) No modification, amendment, rescission, discharge, abandonment or waiver of these Terms and Conditions of Sale shall be binding upon Seller, unless set forth in writing and signed by Seller’s representative. (c) Seller’s obligations hereunder shall be deemed severable and divisible, unless otherwise stated herein. (d) No delay or failure on the part of Seller in exercising any right or remedy  herein, and no partial or single exercise thereof, shall constitute a waiver of such right or remedy or any other right or remedy. (e) If any term  or condition herein shall be illegal or unenforceable for any reason, such illegality or inability to enforce shall not affect any other term or condition,  and such other terms and conditions shall continue in full force and effect. (f) Notwithstanding anything to the contrary contained herein, Seller shall have no liability whatsoever for nonperformance of any contract resulting herefrom or the breach of any term or condition herein  where Seller’s and/or the Buyer’s specifications may, or at any time are found to, require a breakthrough in the state of the art. (g) Seller shall not be obligated to perform any term or condition of any contract resulting herefrom if such performance might, in the opinion of Seller or its  legal counsel, violate any governmental law, regulation or ordinance (foreign or domestic), and Seller shall not be liable for damages or otherwise as a result of such nonperformance. (h) Seller reserves the right to make changes in design and/or  add improvements in the goods it manufactures at any time without incurring any obligation to  make such changes in goods previously sold. (i) When this invoice is accepted, or deemed accepted, the terms and conditions contained herein  represent the entire understanding of the parties with respect to the subject matter hereof. All stenographic or clerical errors or omissions, however, are subject to    


Unless stated otherwise, the terms and conditions of this Agreement shall be construed in accordance with and be governed by the laws of the State of Mississippi.  In the event Buyer or any other person or entity institutes legal proceedings against Seller arising out of goods or services furnished hereunder, venue of such proceedings shall be fixed exclusively in either the Circuit Court of Harrison County, Mississippi, First Judicial District, or the United States District Court for the Southern District of Mississippi, Southern Division.  Buyer hereby consents to personal jurisdiction in such venue, and waives any objection to that venue.       


(a) If Buyer has furnished Seller a purchase order or similar document in connection with goods covered by this instrument, Seller’s acceptance is expressly made conditional on assent by Buyer to all of the terms and conditions contained herein, and no other, whether these terms and conditions be additional to, different from, or conflicting with the terms and conditions of a purchase order or other communication received from the Buyer.  The receipt of this invoice by the Buyer shall be deemed a notification of objection by Seller to all conflicting, different, or additional terms and conditions contained in the Buyer’s purchase order or other communication.  Neither the failure by the Seller to object to a purchase order or any other communication from the Buyer, nor any manufacture, shipment or otherwise of the goods described herein shall be deemed an acceptance of any term or condition which are additional to, different from, or conflicting with the terms and conditions contained herein and hereon.  (b) The Buyer shall be deemed to have accepted all the terms and conditions contained in this invoice and no other, if the Buyer shall fail to make written objection to Seller within five (5) days after receipt by the Buyer of this invoice. In any event, the Buyer shall be deemed to have accepted all terms and conditions contained in this invoice and no other, upon Buyer’s acceptance or use of the goods described hereon. (c) The express terms of this invoice supersede and control any course of dealings, course of performance or usage of trade. (d) The failure of Seller in any one or more instances to enforce one or more of the terms or conditions of this invoice or to exercise any right or privilege granted herein or the waiver by Seller of any breach of any term or condition hereof shall not be construed as thereafter waiving any such term, condition, right or privilege, and the same shall continue and remain in force and effect as if no such failure to enforce the contract had occurred.      


The equipment quoted, sold, supplied, manufactured and/or furnished by Seller meets only those specifications stated on the face of the quotation and in the manufacturer’s catalog.  Since Seller’s equipment is often incorporated into larger works, Seller will not be responsible for the recommendation, design or installation of safety devices and does not warrant or represent that equipment quoted meets any safety requirements other than those published in the equipment manufacturer’s catalog.  Unless otherwise stated herein, installation of Seller’s equipment shall be undertaken by and at the risk and expense of Buyer and/or others.  In the event that Seller is requested to supervise installation of its equipment, Seller’s responsibility shall be limited to exercising that degree of skill customary in the trade in supervising installations of the same type.


It is understood and agreed by the Seller and Buyer that any legal dispute, controversy, demand or claim (hereinafter collectively referred to as “claim” or “claims”) that arises out of or relates to the Terms and Conditions of Sale, any equipment quoted, sold, supplied, manufactured and/or furnished by the  Seller to the Buyer, and/or any services provide by Seller shall be resolved exclusively by  binding arbitration pursuant to the Federal Arbitration Act, to be conducted at a place agreed upon by the parties, or in the absence of such agreement, at the Seller’s principal place of business, in accordance with the procedural rules of the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, which are hereby incorporated herein, and not by a lawsuit or resort to court process except to the extent that applicable state or federal law provides for judicial review of arbitration proceedings or the judicial enforcement of arbitration awards (“agreement to arbitrate” or “arbitration provision”).  The rules established by the American Arbitration Association are referred to only to provide a procedural guideline for arbitrations pursuant to these Terms and Conditions.  The Seller and Buyer do not agree to use said service to conduct any arbitration, nor do they agree to use said service’s arbitrators.  Any of the American Arbitration Association’s Commercial Arbitration Rules which refer to the involvement of the AAA in the arbitration itself will not apply to an arbitration held under this agreement to arbitrate to the extent said rules call for AAA involvement.  The Seller and Buyer may mutually agree to deviate from said rules of the American Arbitration Association in whole or in part.  Otherwise, said rules shall govern the arbitration.  It is the intent of the parties that any dispute be arbitrated by one impartial, unbiased arbitrator who is chosen by mutual agreement of the parties.  The arbitrator’s decision shall be final and binding.  The Seller and Buyer agree that judgment may be entered on any arbitration award in any court having jurisdiction. This agreement to arbitrate includes, but is not limited to, any claim for payment, nonpayment or refund for services rendered to the Buyer by the Seller, violations of any rights granted to the Buyer by law or by the Terms and Conditions of Sale, any claim arising out of equipment quoted, sold, supplied, manufactured or furnished by Seller, breach of contract, fraud or misrepresentation, negligence, gross negligence, or any other claim whether sounding in tort or in contract.  However, this agreement to arbitrate shall not limit the Buyer’s right to file a grievance or complaint, formal or informal, with the Seller or any appropriate state or federal agency.  The Seller and Buyer agree that damages awarded, if any, in an arbitration conducted pursuant to this arbitration provision shall be determined in accordance with the provisions of the state or federal law applicable to a comparable civil action, including any prerequisites to, credit against or limitations on, such damages.  Likewise, any applicable statute of limitations shall apply to this arbitration provision and notice of a party’s intent to arbitrate any matter must be provided to the other party within the time provided under said applicable statute of limitations. It is the intention of the parties to this arbitration provision that it shall inure to the benefit of and bind the parties, their successors and assigns, including the agents, employees and servants of the Seller and all entities in privity with the Seller, and all persons whose claim is derived through or on behalf of the Buyer, including that of any parent, spouse, child, guardian, executor, administrator, legal representative, wrongful death heir, or heir of the Buyer. All claims based in whole or in part on the same incident, transaction, or related course of services provided by the Seller to the Buyer, shall be arbitrated in one proceeding.  A claim shall be waived and forever barred if it arose prior to the date upon which notice of arbitration is given to the Seller or received by the Buyer, and is not represented in the arbitration proceeding. The parties understand and agree that by entering into this agreement to arbitrate, which binds both the Seller and the Buyer, they are giving up and waiving their constitutional right to have any claim decided in a court of law before a judge and/or jury. The Buyer understands that he/she/it has the right to seek legal counsel concerning this arbitration provision.  This arbitration provision shall remain in effect for all equipment quoted, sold, supplied, manufactured and/or furnished by Seller and any services rendered by the Seller. The Seller and Buyer agree that they will be bound to arbitrate any dispute or claim that is asserted at any time in the future regardless of when the occurrence, events or incidents related to the claim occurred or transpired. The Seller and Buyer agree that the Buyer has other choices with regard to equipment quoted, sold, supplied, manufactured and/or furnished by Seller (and any services provided by Seller) and they enter into this agreement voluntarily.  The Seller and Buyer acknowledge that the Terms and Conditions of Sale and this arbitration provision involves interstate commerce and that this Arbitration Agreement shall be governed by and interpreted under the Federal Arbitration Act, 9 U.S.C. Sections 1-16. In the event any party to this agreement to arbitrate is forced to incur legal expenses or costs because of the other party’s refusal to comply with the arbitration provision, the other party shall be liable to the party which successfully enforces said arbitration provision for all legal costs, including attorney fees and expenses, incurred in enforcing this provision.

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Coastal Marine Equipment, Inc.
20995 Coastal Parkway, Gulfport, MS 39503
Phone: (228) 832-7655
Fax: (228) 832-7675
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