Standard Invoice Terms and Conditions

The following terms and conditions shall apply to Vendors that are domiciled in the United States:
 

  1. Applicability and Formation of Agreement. All transactions are governed by Okeanos Group, LLC’s (and that of its parent, subsidiaries and/or affiliates) (“Seller”) standard invoice (“Invoice”), this Standard InvoiceTerms and Conditions (“SITC”), and any other document incorporated by reference (collectively, the “Agreement”), unless a separate broader agreement is entered into by the parties. Any proposal that includes different or additional terms that vary from this Agreement are objected to and disallowed. Notwithstanding the foregoing, any such counterproposals by Buyer shall not operate as a rejection of the Agreement, but as a rejection of the additional or different term(s). An order is deemed by Seller to be an offer to purchase, which Seller may accept or reject in its sole discretion. Seller’s acceptance of an offer to purchase is binding on Seller only if made in writing (“Invoice Confirmation”). Seller’s automated order acknowledgements, if any, do not constitute Seller’s acceptance.Seller’s acceptance is subject to this Agreement.
  2. Modification. Okeanos reserves the right to at any time, in its sole discretion, make changes to the terms on the face of any Invoice as well as any terms listed herein.
  3. Credit. Seller may, but shall not be obligated to, grant credit terms to Buyer. If applicable, Seller reserves the right, in its sole discretion and without prior notice, to deny, change or limit the amount or duration of credit allowed toBuyer, and may require cash payments in advance or security satisfactory to Seller.Acceptance of any order is subject to final credit and compliance approval by Seller. If at any time Buyer’s financial responsibility becomes impaired or unsatisfactory to Seller, Seller reserves the right to stop shipment on notification to Buyer, with a demand for payment in advance or to require other security satisfactory to Seller, and in the absence thereof, to cancel the unfilled portion of the SO. Seller will notify Buyer promptly of its decision to stop shipments and give an advance notice to the extent this is possible.
  4. Prices, Payment and Late Charges. The prices shall be those set forth in the Invoice Confirmation, which, will be governed by the INCOTERM stated in the Invoice Confirmation. All price quotations provided by Seller to Buyer shall automatically expire fourteen (14) days from the date issued and are subject to termination or modification by Seller by notice to Buyer at any time. Payment shall be made by Buyer in accordance with the payment terms established in the Invoice Confirmation. Buyer shall reimburse seller for all reasonable costs incurred in collecting any overdue payments and related interest, including reasonable attorneys’ fees, legal costs, court costs, and collection agency fees. Overdue payment of the invoice shall bear simple interest at the rate of 18% annually, calculated daily.
  5. Delivery. Delivery will be made in accordance with the INCOTERM and the shipping method established in the Invoice Confirmation. Seller will prepare and package the products in accordance with its normal commercial practices. Seller reserves the right to make partial shipments against total purchase order requirements and deliver in advance of the expected delivery date whenever possible. Seller shall take commercially reasonable measures to abide by Buyer’s requested delivery schedules regarding timing and quantities, however Seller expressly agrees that time is not of the essence. In any case, Buyer’s acceptance of late deliveries shall constitute a bar to a claim of late delivery.
  6. Transfer of Property and Risk of Loss. Seller retains the right and title to the products sold to Buyer until Seller is paid in full for the products. Buyer shall obtain the right and title to the products upon payment to Seller of the purchase price. Buyer shall assume risk of loss in accordance with the INCOTERM established in the Invoice Confirmation.
  7. Acceptance/Inspection. Buyer shall inspect the products promptly upon receipt for non-conformity (including but not limited to non-conformity for quantity, quality, and/or defects). Shipment will be deemed accepted unless Buyer provides to Seller a written notice of a claim within 10 days from the date of delivery explaining the basis for rejection. Once accepted, Buyer’s only recourse or remedy for non-conforming or defective products shall be as provided in the warranty section of this Agreement.
  8. Seller’s Intellectual Property. Seller’s sale of products to Buyer does not convey to Buyer any right or license to any present or future patent (including, but not limited to those available at: http://madefromstone.com/patents), trademark (including, but not limited to, those available at: http://madefromstone.com/trademarks); copyright, trade secret or other intellectual property owned, controlled, or licensed by Seller nor any right to use Seller’s proprietary information which is incorporated or embodied in the products. As applicable, Buyer will be subject to the provision contained in the “Okeanos Intellectual Property Protection Agreement” incorporated herein by reference (available at: madefromstone.com/IP-Agreement), including the confidentiality obligations stated therein.
  9. Disclaimer of Warranties. THE WARRANTIES SET FORTH HEREIN ARE THE ONLY WARRANTIES MADE BY SELLER IN CONNECTION WITH THE PRODUCTS AND THE TRANSACTIONS CONTEMPLATED AS A RESULT OF THIS SALE. SELLER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS TO BUYER OR ANY OTHER PERSON OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, AND SELLER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PRODUCTS SOLD HEREUNDER ARE SOLD ONLY TO THE SPECIFICATIONS SPECIFICALLY SET FORTH BY THE SELLER IN WRITING. SELLER’S SOLE OBLIGATION FOR A REMEDY TO BUYER SHALL BE REPAIR OR REPLACEMENT OF NON-CONFORMING PRODUCTS. BUYER ASSUMES ALL RISK WHATSOEVER AS TO THE RESULT OF THE USE OF PRODUCTS PURCHASED, WHETHER USED ALONE OR IN COMBINATION WITH OTHER PRODUCTS OR SUBSTANCES.
  10. Limitation of Liability. No claim by Buyer of any kind including, but not limited to, claims for indemnification, whether as to quality or amount of product delivered or non-delivery, shall be greater in amount than the purchase price for the products in respect of which damages are claimed. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, OR LOSS OF DATA, ARISING OUT OF, OR AS A RESULT OF, THE SALE, DELIVERY, SERVICING, USE OR LOSS OF THE PRODUCTS SOLD HEREUNDER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.
  11. Indemnity. Buyer shall defend, indemnify and hold harmless Seller, their directors, officers, employees and agents from and against any and all claims, suits, damage, loss, liability, cost or expense (including, without limitation, reasonable attorneys’ fees and expenses) resulting from, arising out of, or relating to, directly or indirectly, this Agreement, Buyer’s activities or contractual relationships with third parties with respect to this Agreement, or the use of the products, other than such claims as arise from the gross negligence or willful misconduct of Seller. In the event of claims, suits, damage, loss, liability, cost or expense (including, without limitation, reasonable attorneys’ fees and expenses) resulting from, arising out of, or relating to, directly or indirectly, a manufacturing or design defect of the products sold hereunder, any remedy to Buyer shall be sought against a relevant third party with respect to this Agreement.
  12. Excuses for Non-Performance. If the manufacture, transfer or receipt by either party of any products covered hereby is prevented, restricted or interfered with by reason of any event beyond the reasonable control of the party so affected, such party shall be excused from making or taking deliveries hereunder to the extent of such prevention, restriction or interference, and neither party shall be liable to the other for default or delay in performing, except with respect to Buyer’s payment obligations.
  13. Seller’s Rights. If Buyer should fail in any manner to fulfill the terms and conditions hereof, Seller may defer further shipments until such default is cured. Seller may also defer further shipments if Buyer fails to abide by Okeanos’ Code of Conduct, which is available at http://madefromstone.com/code-of-conduct. Okeanos may update its Code of Conduct from time to time. Remedies provided herein shall be in addition to, and not in lieu of, other remedies that may be available to Seller. If for any reason, the quantities of the products covered hereby or of any materials used in the production of the products reasonably available to Seller shall be less than Seller total needs for its own use and for sale, Seller may allocate its available supply of products among its existing or prospective purchasers and/or its own departments, divisions and affiliates in such manner Seller deems proper in Seller’s sole discretion, without thereby incurring liability on account of the method of allocation determined or its implementation or for failure to perform this Agreement.
  14. No Assignment. Buyer may not assign or subcontract this Agreement without Seller’s written consent.
  15. Compliance with Laws. Buyer and Seller shall comply with all applicable laws and regulations with respect to their performance of this Agreement. Buyer agrees to adhere to all applicable export laws and regulations with respect to the products.
  16. Miscellaneous. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and can only be modified or changed in writing and signed by authorized representatives of both parties. No waiver shall be deemed to occur as a result of the failure to enforce any term or condition of this Agreement. If any clause or portion hereof shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining clauses or portions shall remain in full force and effect. The relationship between the parties is that of independent contractors.
  17. Choice of Law and Dispute Resolution, Attorney’s Fees. This Agreement shall be governed by the laws of the State of Florida, United States of America, without giving effect to its principles of conflicts of laws. Any dispute related in any way to this agreement shall be subject to the exclusive jurisdiction of the courts located in Miami-Dade County in the State of Florida. In the event that any action is instituted by either party against the other party arising out of or related to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.
The following terms and conditions shall apply to Vendors that are not domiciled in the United States:

  1. Applicability and Formation of Agreement. All transactions are governed by Okeanos Group, LLC’s (and that of its parent, subsidiaries and/or affiliates) (“Seller”) standard invoice (“Invoice”), this Standard InvoiceTerms and Conditions (“SITC”), and any other document incorporated by reference (collectively, the “Agreement”), unless a separate broader agreement is entered into by the parties. Any proposal that includes different or additional terms that vary from this Agreement are objected to and disallowed. Notwithstanding the foregoing, any such counter proposals by Buyer shall not operate as a rejection of the Agreement, but as a rejection of the additional or different term(s). An order is deemed by Seller to be an offer to purchase, which Seller may accept or reject in its sole discretion. Seller’s acceptance of an offer to purchase is binding on Seller only if made in writing (“Invoice Confirmation”). Seller’s automated order acknowledgements, if any, do not constitute Seller’s acceptance. Seller’s acceptance is subject to this Agreement.
  2. Modification. Okeanos reserves the right to at any time, in its sole discretion, make changes to the terms on the face of any Invoice as well as any terms listed herein.
  3. Credit. Seller may, but shall not be obligated to, grant credit terms to Buyer. If applicable, Seller reserves the right, in its sole discretion and without prior notice, to deny, change or limit the amount or duration of credit allowed to Buyer, and may require cash payments in advance or security satisfactory to Seller.Acceptance of any order is subject to final credit and compliance approval by Seller. If at any time Buyer’s financial responsibility becomes impaired or unsatisfactory to Seller, Seller reserves the right to stop shipment on notification to Buyer, with a demand for payment in advance or to require other security satisfactory to Seller, and in the absence thereof, to cancel the unfilled portion of the SO. Seller will notify Buyer promptly of its decision to stop shipments and give an advance notice to the extent this is possible.
  4. Prices, Payment and Late Charges.The prices shall be those set forth in the Invoice Confirmation, which, will be governed by the INCOTERM stated in the Invoice Confirmation. All price quotations provided by Seller to Buyer shall automatically expire fourteen (14) days from the date issued and are subject to termination or modification by Seller by notice to Buyer at any time. Payment shall be made by Buyer in accordance with the payment terms established in the Invoice Confirmation. Buyer shall reimburse seller for all reasonable costs incurred in collecting any overdue payments and related interest, including reasonable attorneys’ fees, legal costs, court costs, and collection agency fees. Overdue payment of the invoice shall bear simple interest at the rate of 18% annually, calculated daily.
  5. Delivery. Delivery will be made in accordance with the INCOTERM and the shipping method established in the Invoice Confirmation. Seller will prepare and package the products in accordance with its normal commercial practices. Seller reserves the right to make partial shipments against total purchase order requirements and deliver in advance of the expected delivery date whenever possible. Seller shall take commercially reasonable measures to abide by Buyer’s requested delivery schedules regarding timing and quantities, however Seller expressly agrees that time is not of the essence. In any case, Buyer’s acceptance of late deliveries shall constitute a bar to a claim of late delivery.
  6. Transfer of Property and Risk of Loss. Seller retains the right and title to the products sold to Buyer until Seller is paid in full for the products. Buyer shall obtain the right and title to the products upon payment to Seller of the purchase price. Buyer shall assume risk of loss in accordance with the INCOTERM established in the Invoice Confirmation.
  7. Acceptance/Inspection. Buyer shall inspect the products promptly upon receipt for non-conformity (including but not limited to non-conformity for quantity, quality, and/or defects). Shipment will be deemed accepted unless Buyer provides to Seller a written notice of a claim within 10 days from the date of delivery explaining the basis for rejection. Once accepted, Buyer’s only recourse or remedy for non-conforming or defective products shall be as provided in the warranty section of this Agreement.
  8. Seller’s Intellectual Property. Seller’s sale of products to Buyer does not convey to Buyer any right or license to any present or future patent (including, but not limited to those available at: http://madefromstone.com/patents), trademark (including, but not limited to, those available at: http://madefromstone.com/trademarks); copyright, trade secret or other intellectual property owned, controlled, or licensed by Seller nor any right to use Seller’s proprietary information which is incorporated or embodied in the products. As applicable, Buyer will be subject to the provision contained in the “Okeanos Intellectual Property Protection Agreement” incorporated herein by reference (available at: madefromstone.com/IP-Agreement), including the confidentiality obligations stated therein.
  9. Disclaimer of Warranties. THE WARRANTIES SET FORTH HEREIN ARE THE ONLY WARRANTIES MADE BY SELLER IN CONNECTION WITH THE PRODUCTS AND THE TRANSACTIONS CONTEMPLATED AS A RESULT OF THIS SALE. SELLER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS TO BUYER OR ANY OTHER PERSON OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, AND SELLER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PRODUCTS SOLD HEREUNDER ARE SOLD ONLY TO THE SPECIFICATIONS SPECIFICALLY SET FORTH BY THE SELLER IN WRITING. SELLER’S SOLE OBLIGATION FOR A REMEDY TO BUYER SHALL BE REPAIR OR REPLACEMENT OF NON-CONFORMING PRODUCTS. BUYER ASSUMES ALL RISK WHATSOEVER AS TO THE RESULT OF THE USE OF PRODUCTS PURCHASED, WHETHER USED ALONE OR IN COMBINATION WITH OTHER PRODUCTS OR SUBSTANCES.
  10. Limitation of Liability. No claim by Buyer of any kind including, but not limited to, claims for indemnification, whether as to quality or amount of product delivered or non-delivery, shall be greater in amount than the purchase price for the products in respect of which damages are claimed. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, OR LOSS OF DATA, ARISING OUT OF, OR AS A RESULT OF, THE SALE, DELIVERY, SERVICING, USE OR LOSS OF THE PRODUCTS SOLD HEREUNDER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.
  11. Indemnity. Buyer shall defend, indemnify and hold harmless Seller, their directors, officers, employees and agents from and against any and all claims, suits, damage, loss, liability, cost or expense (including, without limitation, reasonable attorneys’ fees and expenses) resulting from, arising out of, or relating to, directly or indirectly, this Agreement, Buyer’s activities or contractual relationships with third parties with respect to this Agreement, or the use of the products, other than such claims as arise from the gross negligence or willful misconduct of Seller. In the event of claims, suits, damage, loss, liability, cost or expense (including, without limitation, reasonable attorneys’ fees and expenses) resulting from, arising out of, or relating to, directly or indirectly, a manufacturing or design defect of the products sold hereunder, any remedy to Buyer shall be sought against a relevant third party with respect to this Agreement.
  12. Excuses for Non-Performance. If the manufacture, transfer or receipt by either party of any products covered hereby is prevented, restricted or interfered with by reason of any event beyond the reasonable control of the party so affected, such party shall be excused from making or taking deliveries hereunder to the extent of such prevention, restriction or interference, and neither party shall be liable to the other for default or delay in performing, except with respect to Buyer’s payment obligations.
  13. Seller’s Rights.. If Buyer should fail in any manner to fulfill the terms and conditions hereof, Seller may defer further shipments until such default is cured. Seller may also defer further shipments if Buyer fails to abide by Okeanos’ Code of Conduct, which is available at http://madefromstone.com/code-of-conduct. Okeanos may update its Code of Conduct from time to time. Remedies provided herein shall be in addition to, and not in lieu of, other remedies that may be available to Seller. If for any reason, the quantities of the products covered hereby or of any materials used in the production of the products reasonably available to Seller shall be less than Seller total needs for its own use and for sale, Seller may allocate its available supply of products among its existing or prospective purchasers and/or its own departments, divisions and affiliates in such manner Seller deems proper in Seller’s sole discretion, without thereby incurring liability on account of the method of allocation determined or its implementation or for failure to perform this Agreement.
  14. No Assignment. Buyer may not assign or subcontract this Agreement without Seller’s written consent.
  15. Compliance with Laws. Buyer and Seller shall comply with all applicable laws and regulations with respect to their performance of this Agreement. Buyer agrees to adhere to all applicable export laws and regulations with respect to the products.
  16. Miscellaneous. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and can only be modified or changed in writing and signed by authorized representatives of both parties. No waiver shall be deemed to occur as a result of the failure to enforce any term or condition of this Agreement. If any clause or portion hereof shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining clauses or portions shall remain in full force and effect. The relationship between the parties is that of independent contractors.
  17. Choice of Law and Dispute Resolution, Attorney’s Fees. This Agreement shall be governed by the laws of the State of Florida, United States of America, without giving effect to its principles of conflicts of laws. Any dispute, controversy or claim arising out of or relating to this contract, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, shall be determined by arbitration in Miami, Florida, United States of America before one arbitrator. If the Parties are both domiciled in the United States, the arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Otherwise, the arbitration shall be administered by JAMS pursuant to JAMS International Arbitration Rules. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. In the event that any action is instituted by either party against the other party arising out of or related to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.
LAST UPDATED: May 17th, 2023