Pacific Gyre Sales and Service Terms and Conditions
Pacific Gyre, Inc.
3740 Oceanic Way, Ste 302
Oceanside, CA 92056-2651 USA
Phone: +1 760.433.6300
Email: info@pacificgyre.com
Effective Date: June 5, 2026
These Terms and Conditions apply to all quotations, sales, shipments, products, software, telemetry services, data services, and other services provided by Pacific Gyre, Inc. ("Seller").
1. Acceptance of Terms
Submission of a purchase order, acceptance of a quotation, payment of an invoice, acceptance of delivery, or use of any product or service constitutes acceptance of these Terms and Conditions.
1.1 Controlling Terms
These Terms govern all sales and services provided by Pacific Gyre.
Any additional or conflicting terms contained in a purchase order, procurement document, or other communication from Buyer shall have no force or effect unless expressly accepted in writing by Pacific Gyre.
2. Quotations
Quotations are valid only for the period stated in the quotation.
Seller reserves the right to revise pricing, specifications, or delivery schedules prior to order acceptance.
Orders are accepted only upon written confirmation or issuance of an invoice.
3. Pricing
Prices are quoted in United States Dollars (USD) unless otherwise specified.
Prices exclude:
Tariffs
Customs duties
VAT, GST, sales tax, or similar taxes
Import clearance fees
Brokerage charges
Bank transfer fees
These charges are the responsibility of Buyer unless otherwise agreed in writing.
Seller reserves the right to adjust pricing to reflect changes in tariffs, duties, taxes, or other government-imposed charges occurring after quotation and before shipment.
4. Payment Terms
Unless otherwise specified in writing, the following payment terms apply.
4.1 Standard Payment Requirement
Payment in full is required prior to shipment unless credit terms have been approved by Pacific Gyre.
4.2 Net 30 Payment Option
Approved customers may be offered Net 30 payment terms.
A 5% financing fee will be added to invoices issued under Net 30 terms.
Payment is due within thirty (30) days of the invoice date.
Pacific Gyre may revoke credit privileges at any time and require prepayment for future orders.
4.3 ACH Payments
ACH payments are accepted without additional processing fees.
ACH payment instructions are available upon request from Pacific Gyre Accounts Receivable.
4.4 Wire Transfer Fee
Payments made by wire transfer are subject to a $30 processing fee.
Buyer is responsible for ensuring that the full invoiced amount, including applicable fees, is received by Pacific Gyre.
4.5 Credit Card Payments
Credit card payments may be accepted at Pacific Gyre's discretion.
Domestic credit cards (United States):
$0.30 plus 2.9% of the transaction amount.
International credit cards:
$0.30 plus 5.4% of the transaction amount.
Applicable processing fees may be added to the invoice.
4.6 Bank Charges
Buyer is responsible for intermediary bank fees, currency conversion costs, withholding taxes, and similar transaction expenses.
Pacific Gyre must receive the full invoiced amount after deduction of all such charges.
4.7 Late Payments
Late payment may result in:
Suspension of shipments
Suspension of telemetry services or satellite airtime associated with Buyer's devices
Revocation of credit privileges
Requirement for prepayment on future orders
Pacific Gyre may suspend telemetry services until outstanding balances are paid in full.
Pacific Gyre shall not be liable for any loss of data, interruption of monitoring, or operational impacts resulting from suspension of telemetry services due to unpaid invoices.
Buyer is responsible for all reasonable costs incurred by Pacific Gyre in collecting overdue amounts.
4.8 No Payment Contingencies
Buyer's payment obligations are not contingent upon receipt of grant funding, internal budget approvals, project completion, or the performance of any third party.
4.9 Deemed Acceptance
Products shall be deemed accepted if Buyer fails to provide written notice of non-conformance within the inspection period specified in these Terms.
5. Shipment and Delivery
Shipping terms shall follow Incoterms® 2020 as specified on the quotation or invoice.
Delivery dates are estimates only and are not guaranteed.
Risk of loss transfers according to the Incoterms shipping term stated on the quotation or invoice.
6. Title Transfer
Title to goods transfers upon receipt of full payment unless otherwise specified in writing.
7. Export Control and Sanctions Compliance
Products, software, technical data, and services may be subject to United States export control laws and regulations.
Buyer agrees to comply with all applicable export control and economic sanctions laws.
Buyer shall not export, re-export, transfer, or provide access to Pacific Gyre products, software, or technical data to:
Countries or regions subject to U.S. embargo or comprehensive sanctions
Individuals or entities appearing on U.S. government restricted party lists
Prohibited end uses under applicable export regulations
Buyer is responsible for obtaining any required export, import, or re-export licenses.
Pacific Gyre shall have no liability for violations resulting from Buyer's actions.
8. Inspection and Acceptance
Buyer must inspect products within ten (10) days of delivery.
Claims for damage, shortage, or non-conforming products must be submitted in writing within this period.
Failure to provide written notice within this period constitutes acceptance of the products.
9. Limited Warranty
Pacific Gyre warrants that its products will be free from defects in materials, workmanship, and packaging for a period of one (1) year from the date of shipment.
If a product is determined by Pacific Gyre to be defective during the warranty period, Pacific Gyre will, at its option, repair or replace the defective product. Refunds may be issued at Pacific Gyre's discretion if repair or replacement is not practical.
This warranty applies only to the original purchaser and is not transferable.
Performance of products deployed in marine environments may be affected by environmental conditions beyond the control of Pacific Gyre.
The remedies set forth in this Limited Warranty are Buyer's sole and exclusive remedies for any warranty claim.
10. Warranty Exclusions
This warranty does not apply to damage or failure resulting from:
Misuse, neglect, abuse, or improper installation
Operation beyond rated environmental limits
Corrosion, biofouling, contamination, or biological growth
Impact damage or shipping damage occurring after delivery
Third-party satellite service interruptions or network issues
Normal wear and tear
Consumable components including batteries and sacrificial anodes
Cosmetic defects that do not affect functionality
Unauthorized modification, repair, or alteration
11. Disclaimer of Additional Warranties
Except for the express warranty stated above, Pacific Gyre disclaims all other warranties, express or implied, including but not limited to:
Implied warranties of merchantability
Implied warranties of fitness for a particular purpose
No employee, agent, or representative of Pacific Gyre is authorized to modify or extend this warranty unless expressly agreed in writing.
12. Warranty Service
To obtain warranty service, Buyer must obtain a Return Merchandise Authorization (RMA) before returning any product.
Products returned without an RMA may be refused and returned at Buyer's expense.
Buyer is responsible for all shipping costs associated with returning products to Pacific Gyre, including customs duties, taxes, and insurance.
Pacific Gyre will cover the cost of shipping repaired or replacement products to customers within the continental United States.
For international customers, return shipping costs remain the responsibility of the customer.
Additional warranty service procedures are available at:
https://pacificgyre.com/warranty
13. Sales Are Final
All Pacific Gyre products are built to order and configured to customer specifications.
Except as expressly provided under the Limited Warranty, all sales are final and Pacific Gyre does not accept returns, exchanges, or refunds for non-defective products.
14. Marine Deployment Responsibility
Buyer assumes full responsibility for deployment, operation, monitoring, and recovery of equipment deployed in marine environments.
Buyer assumes all risks associated with marine deployment, including interactions with vessels, fishing gear, offshore infrastructure, marine protected areas, and other marine activities.
Pacific Gyre shall not be liable for claims arising from the presence, movement, deployment, operation, or recovery of deployed equipment.
15. Permitted Use
Pacific Gyre products are intended for scientific and environmental monitoring purposes only.
Products are not designed, certified, or intended for navigation, collision avoidance, safety-of-life, emergency response, or operational decision-making applications.
16. Data Disclaimer
Environmental measurements may be affected by conditions outside Pacific Gyre's control.
Buyer is solely responsible for evaluating the suitability, accuracy, and applicability of data for any specific purpose.
17. Satellite Communications Disclaimer
Certain products utilize third-party satellite communication services, including but not limited to the Iridium and Globalstar satellite networks and associated ground infrastructure.
Satellite communications may be affected by:
Atmospheric conditions
Terrain or building interference
System capacity limitations
Maintenance activities
Emergency communication prioritization
Infrastructure outages
Such services are provided AS IS by network operators.
Pacific Gyre does not guarantee uninterrupted service, message delivery timing, network availability, or continuous connectivity.
18. Iridium Liability Waiver
Buyer agrees that Iridium Satellite LLC and its affiliates shall have no liability arising from the use, performance, or availability of satellite communication services utilized by Pacific Gyre products.
Buyer waives any claim against Iridium Satellite LLC relating to such services to the fullest extent permitted by law.
19. Iridium Certification Disclaimer
Iridium Compatible Equipment Certification confirms only network compatibility and does not represent a warranty of performance, reliability, safety, or suitability for any application.
20. Customer Service Responsibility
Pacific Gyre is responsible for customer service, billing, and service management for products and services sold by Pacific Gyre.
Satellite network operators do not provide direct support to Pacific Gyre customers.
21. Subscriber Acknowledgment of Network Limitations
Buyer acknowledges that satellite communications may experience interruptions, delays, outages, or degraded performance that are inherent to satellite communication systems and do not constitute defects in Pacific Gyre products.
22. Third-Party Network Integrity
Buyer shall not interfere with, modify, or attempt to alter the operation of satellite communication networks or associated infrastructure.
23. Limitation of Liability
To the maximum extent permitted by law, Pacific Gyre's total aggregate liability arising out of or relating to any product, service, or transaction shall not exceed the purchase price of the product giving rise to the claim.
In no event shall Pacific Gyre be liable for:
Loss of profits
Loss of revenue
Loss of research data
Loss of scientific results
Loss of vessel time
Operational delays
Loss of grants or funding
Incidental damages
Indirect damages
Special damages
Consequential damages
This limitation applies regardless of the legal theory under which the claim is brought, including contract, negligence, strict liability, warranty, or otherwise.
The parties acknowledge that the pricing of the products reflects this allocation of risk.
The limitations set forth in this Section shall survive the expiration, termination, or completion of any sale, service, or warranty period.
24. Intellectual Property
All product designs, firmware, software, documentation, data formats, and related materials remain the intellectual property of Pacific Gyre.
25. Reverse Engineering Prohibited
Buyer shall not reverse engineer, disassemble, decompile, modify, or otherwise attempt to derive the design, firmware, software, or internal structure of Pacific Gyre products except as permitted by applicable law.
26. No Competitive Development
Buyer shall not use Pacific Gyre products, software, documentation, or technical information for the purpose of developing competing products or technologies.
27. Recovered Equipment and Unauthorized Use
Oceanographic instruments deployed by Buyer may be recovered by third parties after deployment.
Recovery of a device does not transfer ownership or rights to use the device.
Recovered devices may not be reused, reactivated, resold, or connected to satellite services without prior written authorization from Pacific Gyre.
Pacific Gyre has no obligation to provide support, service, or warranty coverage for recovered or unauthorized devices.
28. Severability
If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
29. Force Majeure
Pacific Gyre shall not be liable for delays or failures resulting from causes beyond its reasonable control, including natural disasters, supply chain disruptions, transportation interruptions, labor disputes, government actions, wars, pandemics, or communication outages.
30. Governing Law and Dispute Resolution
These Terms shall be governed by the laws of the State of California, United States, excluding its conflict-of-law rules.
The parties shall first attempt in good faith to resolve disputes through informal negotiation.
If a dispute cannot be resolved within thirty (30) days, it shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.
The arbitration shall take place in San Diego County, California, and shall be conducted in the English language.
Judgment upon the arbitration award may be entered in any court having jurisdiction.