Sales / Work Order

This Work Order and all sales, rentals, services and/or matters related hereto shall be governed exclusively by the Master Agreement for Sales, Rentals and/or Services entered into between SEACAN and customer, or, in the event such an agreement has not been entered, by SEACAN Standard Terms and Conditions, available at www.seacanfl.com, the terms of which shall exclusively govern and are expressly incorporated herein by reference, notwithstanding any prior or subsequent agreements entered into between the parties, whether oral or written, including but not limited to any terms and conditions of any purchase order, work order, invoice or other document issued by the parties. ALL RENTAL UNITS HAVE A THREE(3) MONTH MINIMUM RENTAL TERM. 4% Credit Card Fee.
STANDARD TERMS AND CONDITIONS FOR SALES, RENTALS, AND/OR SERVICES
Customer agrees these terms and conditions shall govern all sales, rentals, and/or services provided by SEACAN, LLC or any other affiliate of the foregoing (referred hereinafter as “SEACAN”) to Customer.

A. RENTALS
Term. The term of all rentals shall commence on the date of delivery of the rented equipment to Customer and shall continue on a month to month basis with termination of the rental to end upon 10 days written notice by the terminating party, unless otherwise specified on the work order, invoice, delivery ticket, or other document issued by SEACAN. Notwithstanding any provision herein or on the work order, invoice, delivery ticket, or other document issued by SEACAN, rent shall continue to accrue and Customer’s assumption of the risk of loss as set forth below shall continue until all rented equipment is returned to SEACAN (whether by delivery to SEACAN yard by Customer, or by SEACAN picking up the rented equipment), and in no event shall return of the rented equipment occur at any time when a hurricane, tropical storm, or tropical depression is threatening the area in which the rented equipment is located. ALL RENTAL UNITS HAVE A THREE(3) MONTH MINIMUM RENTAL TERM.

Rate. The rental rate (including all fees and charges) shall be as agreed upon between the parties in any applicable work order, invoice, or other document issued by SEACAN.
Limitation of Warranty. SEACAN WARRANTS ONLY THAT THE RENTED EQUIPMENT CONFORMS TO THE SPECIFICATIONS OF SAID RENTED EQUIPMENT SET FORTH ON THE WORK ORDER, INVOICE, DELIVERY TICKET, OR OTHER DOCUMENT ISSUED BY SEACAN, AND SEACAN MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY WHATSOEVER, AND CUSTOMER HEREBY WAIVES AND RELEASES SEACAN FROM ANY AND ALL OTHER WARRANTIES WHATSOEVER, INCLUDING BUT NOT LIMITED TO THE RENTED EQUIPMENT’S FITNESS FOR ITS INTENDED USE OR PURPOSE, OR ANY WARRANTY THAT THE RENTED EQUIPMENT CONFORMS TO ANY PARTICULAR LAWS, RULES, OR REGULATIONS OF ANY GOVERNMENT, AGENCY, OR PUBLIC OR PRIVATE ENTITY (EXCEPT TO THE EXTENT EXPRESSLY WARRANTED ON THE WORK ORDER, INVOICE, DELIVERY TICKET OR OTHER DOCUMENT ISSUED BY SEACAN). The receipt and acceptance of the rented equipment by Customer will constitute acknowledgment that the rented equipment was found in good, safe and acceptable condition, unless the Customer makes a claim to the contrary to SEACAN in writing by registered mail within three (3) days of delivery. If Customer gives timely notice as required by the preceding sentence, SEACAN will inspect said rented equipment to determine whether it conforms to the aforementioned specifications, and if it does not, SEACAN will repair or replace the non-conforming rented equipment with conforming rented equipment at SEACAN expense. Otherwise, SEACAN shall have no obligation to repair the rented equipment, except at Customer’s expense.

Use of Rented Equipment. Customer agrees that the rented equipment will be used solely by Customer and/or Customer’s employees and invitees, only at the address or place designated in the work order, invoice, delivery ticket or other document issued by SEACAN, and solely for the purposes for which the property was intended, unless SEACAN consents in writing to other use. Without SEACAN prior written consent, Customer shall not assign, transfer, hypothecate, encumber, or otherwise dispose of this rental/lease or the rented equipment, or permit it to be used by anyone other than Customer's employees. Customer shall not make any alterations, additions or improvements or repair to the rented equipment without SEACAN prior written consent. Customer shall use the rented equipment in a careful manner and shall comply with all laws relating to its possession, use or maintenance. Customer shall pay all costs and expenses of operating the rented equipment, and all costs of repairs and maintenance to same, said repairs and maintenance to be performed only by SEACAN.

All rented equipment shall be, and shall remain at all times, the property of SEACAN. Customer shall keep the equipment free and clear of all liens and encumbrances, and Customer shall defend, indemnify, and hold SEACAN harmless from and against all claims, demands, damages, arising out of such liens and encumbrances. Customer agrees, on any termination of this lease, to immediately return the rented equipment to SEACAN in the same condition in which it was delivered to Customer, ordinary wear and tear excepted.

Responsibility for Rented Equipment. From initial delivery of the rented equipment to Customer until the rented equipment is returned to SEACAN, Customer assumes the entire risk of loss of the rented equipment, and shall be fully responsible for and shall fully indemnify SEACAN for any and all loss, destruction or damage to the rented equipment, regardless of cause, whether with or without fault on part of the Customer or SEACAN, and even if damage is caused by an act of God, including but not limited to loss, destruction or damage caused by hurricane, tropical storm, tropical depression or other weather event, and no circumstances shall relieve Customer of its obligations hereunder. Customer shall, at Customer’s expense, keep the rented equipment insured for its full replacement value, naming SEACAN as an additional insured. The insurance policies on the rented equipment and their proceeds shall be the sole property of SEACAN. The proceeds of such instruments, whether resulting from loss, damage, or return premium or otherwise, shall be applied toward the replacement or repair of the rented equipment or the payment of obligations of Customer hereunder at SEACAN option. Customer appoints SEACAN as Customer's attorney in fact to make claim for, receive payment of and execute or endorse all documents, checks or drafts for loss, damage or return premiums under any insurance policy issued on the rented equipment.

B. SALES
Price. The price to be paid by Customer for any equipment or items sold shall be the price agreed upon between the parties as set forth on SEACAN project specifications, work order, delivery ticket, invoice, or other document issued by SEACAN. Title. Title and risk of loss to any equipment or items sold to Customer hereunder shall pass to Customer upon delivery to Customer by SEACAN. For purposes hereof, delivery shall occur at the time SEACAN turns possession of the equipment or items over to Customer or the entity transporting the equipment or items to Customer.
Limitation of Warranty. SEACAN warrants (i) that any equipment or other items sold to Customer shall conform to the specifications set forth on SEACAN project specifications, work order, delivery ticket, invoice, or other document issued by SEACAN, (ii) that SEACAN owns said equipment or items for sale, and (iii) that no security interest, lien, or encumbrance exist on said equipment or items at the time of the sale. SEACAN MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY WHATSOEVER, AND CUSTOMER HEREBY WAIVES AND RELEASES SEACAN FROM ANY AND ALL OTHER WARRANTIES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF THE EQUIPMENT’S OR ITEM’S FITNESS FOR ITS INTENDED USE OR PURPOSE, WARRANTY AGAINST REDHIBITORY DEFECTS, AND/OR ANY WARRANTY THAT THE PURCHASED EQUIPMENT OR ITEM CONFORMS TO ANY PARTICULAR LAWS, RULES, OR REGULATIONS OF ANY GOVERNMENT, AGENCY, OR PUBLIC OR PRIVATE ENTITY (EXCEPT TO THE EXTENT EXPRESSLY WARRANTED ON THE PROJECT SPECIFICATIONS, WORK ORDER, DELIVERY TICKET, INVOICES OR OTHER DOCUMENT ISSUED BY SEACAN). CUSTOMER ACKNOWLEDGES THAT CUSTOMER IS NOT RELYING ON SEACAN SKILL OR JUDGMENT TO SELECT OR FURNISH EQUIPMENT OR ITEMS SUITABLE FOR ANY PARTICULAR PURPOSE. SEACAN SHALL BE IN NO WAY RESPONSIBLE FOR THE PROPER USE AND SERVICE OF THE EQUIPMENT OR ITEMS. CUSTOMER ASSUMES ALL RISKS PERTAINING TO THE USE OR USES AND THE RESULTS OBTAINED THEREFROM OF THE EQUIPMENT OR ITEMS AND ALL MATERIALS THEREIN, AND ASSUMES ALL OBLIGATIONS AND LIABILITIES FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE EQUIPMENT OR ITEMS, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, REGARDLESS OF THE ALLEGED NEGLIGENCE OR FAULT OF SEACAN.
Release, Defense and Indemnity. Customer releases SEACAN from, and Customer shall protect, defend, indemnify, and hold SEACAN, its affiliated companies and insurers, and all of their owners, directors, officers, employees and representatives (“SEACAN Group”) harmless from and against any and all loss, liability, claims, demands, and causes of action of every kind and character, whether for, related to or arising out of personal injury, illness, death, property damage, pollution, or otherwise, arising out of or in connection with the sale of any equipment or items by SEACAN to Customer and/or Customer’s use of the items or equipment sold hereunder, however caused, and even if allegedly caused in whole or in part from the negligence, breach of contract, breach of warranty, strict liability, or other fault (whether active, passive, sole, joint, or concurrent) of SEACAN Group, or the unseaworthiness of any vessel. Customer shall be obligated to pay for all reasonable attorneys’ fees, costs, and expenses incurred by SEACAN Group in pursuing SEACAN Group’s right to indemnity as set forth above.

C. SERVICES
With regard to any and all services provided by SEACAN to Customer, whether for service of equipment rented or sold, or otherwise (hereinafter referred to as “Services”), SEACAN shall perform all Services in a good and workmanlike manner in accordance with the specifications set forth on SEACAN project specifications, work order, delivery ticket, invoice, or other document issued by SEACAN. In the event SEACAN does not perform all Services in a good and workmanlike manner in accordance with the aforementioned specifications, Customer shall notify SEACAN in writing within three (3) days of the Services, and SEACAN shall re-perform any non-conforming Services in accordance with the provisions herein within a reasonable time, at no additional cost to Customer. Notwithstanding the foregoing, Services related to rented equipment shall be subject to the limitation of warranties set forth in Section A above, and Services related to equipment or items sold shall be subject to the limitation of warranties set forth in Section B above. For all other Services, SEACAN makes no other warranties, whether express or implied, with regard to said Services.

D. GENERAL PROVISIONS.
The following provisions shall govern with regard to all rentals, sales, and Services rendered by SEACAN to Customer.

Payment. Payment of all invoices shall be made within thirty (30) days of Customer’s receipt of SEACAN invoice, unless otherwise agreed to in any SEACAN project specifications, work order, delivery ticket, invoice, or other document issued by SEACAN. All payments shall be made to SEACAN at its address set forth above, or as otherwise directed by SEACAN in writing. A service charge of 1½% per month will be made on past due accounts. The 1½% service charge will amount to 18% per annum. Additionally, SEACAN shall retain all certifications and supporting documentation related to equipment and items sold until payment in full is received by SEACAN.
Notwithstanding the foregoing, specifically with regard to rentals, the first rental payment and the security deposit required are due when the rented equipment is delivered. Subsequent rental payments shall be due monthly in advance on the anniversary day of the preceding month, unless otherwise specified on the work order, delivery ticket, invoice, or other document issued by SEACAN. Notwithstanding any other provision herein, rent shall continue to accrue until the rented equipment is returned to SEACAN in the same condition in which it was delivered to Customer, ordinary wear and tear excepted.

Taxes. Customer shall pay all charges and taxes (local, state and federal) which are now or may hereafter be imposed by Customer's use of the items or equipment rented or sold hereunder, excluding, however, all taxes on or measured by SEACAN income. Customer shall defend, indemnify, and hold SEACAN harmless from and against all claims, demands, damages, governmental assessments, penalties, and the like arising out of such charges and taxes.
Default. The following acts shall each constitute a default: (a) Customer's failure to pay any installment of rental when due or to reimburse SEACAN for any sum due SEACAN, (b) filing of a petition under any bankruptcy law by or against Customer; (c) making by Customer of any assignment for the benefit of creditors; (d) the appointment of any trustee or receiver for the Customer's business or assets or any part of them; (e) any assignment, voluntary or involuntary, of Customer's interest in equipment; (f) filing of any lien, attachment or execution on any rented equipment; (g) Customer's failure to perform or breach of any of the terms of this Agreement. Upon any default, SEACAN shall have the right without notice to Customer, at its option, but shall not be obligated to do one or more of the following: (a) to sue for and recover all rents and other amounts owed by Customer, (b) to immediately take possession of any or all rented equipment, wherever it may be located, without demand or notice, without any court order or other process of law, and without incurring any liability to Customer for any damages occasioned by said taking of possession; (c) to terminate the rental, sale or services as to any or all items or equipment; (d) to pursue any other remedy now or hereafter existing at law or in equity. In addition, Customer shall pay SEACAN all costs and expenses incurred by SEACAN in exercising any of its rights or remedies hereunder, including reasonable attorney's fees which shall be fixed at no less than 25% of the amount in default or $1,500, whichever is more.

Release, Defense and Indemnity. Notwithstanding any other provision contained in these terms and conditions, SEACAN shall release, protect, defend, indemnify, and hold Customer, Customer’s joint interest owners, affiliated companies, contractors and subcontractors, all of their owners, directors, officers, employees and representatives (hereinafter “Customer Group”) harmless from and against any and all loss, liability, claims, demands, and causes of action of every kind and character, for, related to or arising out of personal injury, illness, and/or death to any member of SEACAN Group (as defined above), arising out of or in connection with the sale or rental of any items or equipment by SEACAN to Customer or Customer’s use of the items or equipment rented or sold hereunder and/or the Services provided hereunder, however caused, and even if allegedly caused in whole or in part from the negligence, breach of contract, breach of warranty, strict liability, or other fault (whether active, passive, sole, joint, or concurrent) of Customer Group, or the unseaworthiness of any vessel. SEACAN shall be obligated to pay for all reasonable attorneys’ fees, costs, and expenses incurred by Customer Group in pursuing Customer Group’s right to indemnity as set forth above.
Notwithstanding any other provision contained in these terms and conditions (except for the release, defense and indemnity obligations provided in Section B above), Customer shall release, protect, defend, indemnify, and hold SEACAN Group (as defined above) harmless from and against any and all loss, liability, claims, demands, and causes of action of every kind and character, for, related to or arising out of personal injury, illness, and/or death to any member of Customer Group, and for any property damage or pollution whatsoever, arising out of or in connection with the sale or rental of any items or equipment by SEACAN to Customer or Customer’s use of the items or equipment rented or sold hereunder and/or the Services provided hereunder, however caused, and even if allegedly caused in whole or in part from the negligence, breach of contract, breach of warranty, strict liability, or other fault (whether active, passive, sole, joint, or concurrent) of SEACAN Group, or the unseaworthiness of any vessel. Customer shall be obligated to pay for all reasonable attorneys’ fees, costs, and expenses incurred by SEACAN Group in pursuing SEACAN Group’s right to indemnity as set forth above.

Insurance. Both Customer and SEACAN agree to carry insurance, which is adequate to cover the respective indemnity obligations, liabilities, and risks assumed by each herein.
Waiver of Claims for Consequential Damages. Notwithstanding any other provision in these terms and conditions, neither party shall be liable to the other and/or the other’s respective Group, and each party waives and releases all claims against the other and the other’s respective Group, for indirect, consequential or incidental damages arising in any way out of or in connection with the sale or rental of any items or equipment by SEACAN to Customer or Customer’s use of the items or equipment rented or sold hereunder and/or the Services provided hereunder, regardless of how said damages are caused, and even if allegedly caused in whole or in part from the negligence, breach of contract, breach of warranty, strict liability, or other fault (whether active, passive, sole, joint, or concurrent) of Customer Group and/or SEACAN Group, or the unseaworthiness of any vessel.

Force Majeure. SEACAN will incur no liability to Customer Group for any delay or failure by SEACAN to perform any of its obligations under these terms and conditions because of fire; strike; natural disaster; weather; power failure; delay in delivery of materials, component parts and supplies caused by acts of God, any third party, customs or marine freight; delay or failure by any shipping, trucking, or any other means of third party transportation; accident; theft; governmental action; civil disturbance; or any other cause beyond SEACAN control. The time for performance by SEACAN of any of its obligations under these terms and conditions, including delivery of items or equipment, will be extended by any delay caused by any of the foregoing.
Authority and Security. Customer warrants, represents and authorizes that any credit card(s) provided by Customer prior to or subsequent to the rental, sale or service of any items or equipment by SEACAN to Customer shall serve as security for Customer’s payment obligations as provided herein, and in the event Customer fails to timely pay any amounts as provided hereunder, Customer expressly authorizes SEACAN to utilize such credit card(s) to satisfy such payment obligations (including any service charges as provided herein).
Affiliates. These terms and conditions shall govern all sales, rentals, and/or services provided to Customer by the following affiliates: SEACAN, LLC and any other affiliate of the foregoing. Any reference to “SEACAN” under these terms and conditions shall mean the respective SEACAN affiliate that issued the work order, invoice, delivery ticket, or other document applicable to the sale, rental or services of any items or equipment to Customer. For purposes of determining the rights and obligations of each party hereunder, Customer and each affiliate shall be considered to have contracts separate and apart from any contract between Contractor and any other affiliate, and Customer shall not hold, nor attempt to hold, any affiliate liable for the obligations of any other affiliate.

Governing Law. These terms and conditions shall be governed by and construed in accordance with the laws of the State of Florida.

Entire Agreement. These terms and conditions constitute the entire agreement between SEACAN and Customer and supercedes any prior agreements entered into between the parties, whether oral or written, and any subsequent agreements, including, but not limited to, any terms and conditions on any purchase orders, work orders, invoices or any other document. These terms and conditions may only be modified in a writing duly executed by the parties with specific reference made for modification of these terms and conditions.

Controlled By: G. Gauthier Effective Date: 09/09/2021 Form: SEACANLLC-WO-T&C-01 Rev. 1 1