Super Yacht Services Falmouth UK Terms and conditions

This Agreement is dated the ___ day of ____________ 20____

Parties

  1. Super Yacht Services Falmouth UK trading as sole trader. whose registered office is at The Crescent  8 Trevethan Road Falmouth TR11 2AS (the “Service Provider”); and

  2. [individual/company name] incorporated/resident in [●] with company [●] (the Yacht Owner).

(each a and together the )

Background

 

  1. The Service Provider is in the business of providing services [and the supply of goods and materials to the marine/yachting market (the “Goods and/or Services”).

  2. The Yacht Owner wishes to obtain and the Service Provider wishes to provide the Services to the Yacht Owner on the terms set out in this Agreement.

  1. Commencement and Duration

    1. The Service Provider shall provide to the Yacht Owner the Services in accordance with this Agreement and from the date of this Agreement (the “Commencement Date”) and it shall terminate when the Services have been delivered and/or completed, unless this Agreement is terminated pursuant to clause 7.

    2. Where required, the Service Provider shall detail the scope of work (the “Scope of Work") as more particularly described in Schedule 1 to this Agreement.

    3. The Service Provider shall be entitled to treat as authorised and binding in connection with the Services and Scope of Work, any communication to include but not be limited to instructions and approvals from the Yacht Owner's captain or other appointed representative as identified maybe identified by the Yacht Owner from time to time.

  2. Service Provider’s obligations

    1. The Service Provider shall provide the Services to an agreed specification or otherwise to a standard and quality expected of a supplier of goods and services to the superyacht industry.

    2. The Service Provider shall endeavour to [complete the Services/deliver the Goods] within the time stipulated and/or to the location (the Location) as specified within this Agreement. 

    3. Where provision of the Services includes delivery of ascertained goods, the Service Provider’s responsibility shall be to deliver the goods either to the yacht or to a Location suggested by the Service Provider, whereupon the Goods shall be deemed delivered and risk shall pass to the Yacht Owner. Responsibility for unloading and delivering the goods on-board the yacht shall be borne entirely by the Yacht Owner.

    4. The Service Provider will use reasonable endeavours to [deliver/provide the Goods/Services] in a timely manner but will not be responsible for any delay or for consequences beyond its reasonable control.

 

  1. YACHT OWNER’S OBLIGATIONS

    1. The Yacht Owner shall:

      1. agree to be bound by the terms of this Agreement.

      2. co-operate with the Service Provider  in all matters relating to the [delivery of the Goods/providing the Services] to include where applicable the Scope of Work at Schedule 1.

      3. provide in a timely manner such information as the Service Provider may reasonably require in order to perform its obligations under this Agreement.

      4. inform the Yacht Owner of all health and safety rules and regulations and any other reasonable safety requirements concerning the Location in connection with the Services and the Scope of Work.

  2. FEES

    1. In consideration for the Service Provider providing the [Goods/ Services], the Yacht Owner agrees to pay the price (the “Fee”) for the [Services/Goods] as detailed at Schedule 2 to this Agreement and contained in the invoice presented by the Service Provide to the Yacht Owner.

    2. In the absence of express agreement by the Parties, the Service Provider shall be entitled to calculate the Fee to include the supply of the [Services/Goods] on a cost, plus profit, basis, and the cost of reasonable travel expenses incurred by the Service Provider in connection with the delivery of the [Goods/Services]. 

    3. The Service Provider shall be entitled to charge and the Yacht Owner agrees to pay an additional fee in addition to the Fee (the Additional Fee and together the Fees) in the event that the Services are provided or delivered either outside of the Service Provider's standard working hours which shall include public holidays and weekends in the jurisdiction where the [Goods/Services] are to be [provided/delivered]

    4. Any taxes, custom’s duty, governmental fees or charges in connection with the Services shall be solely the responsibility of the Yacht Owner and shall be charged to the Yacht Owner in addition to the Fees.

  3. Payment

    1. The Yacht Owner agrees to pay the Fees within 14 calendar days of the date of the invoice issued by the Service Provider (the Payment). In the event that the Payment is not made within 14 calendar days, the Service Provider shall be entitled to collect interest on the Fees to be calculated at [●] per cent per annum on any portion of the Fees that remain unpaid, beyond the due date.

    2. The Fees shall be paid in to the bank account nominated and in the currency (the Currency) specified by the Service Provider in the invoice. There shall be no offset due or deduction of the Fees due to bank fees or charges. In the event that the Yacht Owner settles an invoice in a currency other than the Currency specified in the invoice and which results in a shortfall in the Payment when it is exchanged into the Currency, the Yacht Owner shall pay the difference between the sum deposited into the Service Provider's bank account and Fees that remains unpaid due to the currency shortfall.

    3. Title to the Goods delivered shall not pass to the Yacht Owner until full payment in cleared funds for the same, to include payment for any related Services provided in connection with and in relation to the Goods, have been received by the Service Provider. The Service Provider shall be entitled to reserves a general lien to detain and hold onto any vessel(s), gear, equipment, necessaries or supplies or other property belonging to the Yacht Owner pending payment of all Fees due.

    4. In the event that the Service Provider exercises or takes steps to enforce the aforementioned lien, the Yacht Owner will, in addition to the Fees, be liable for any additional costs incurred in respect of the recovery, transport, secure storage, maintenance, insurance, and any other costs or fees reasonably incurred in connection with and in relation to the recovery of the Goods and which shall be charged at the Service Provider’s hourly rate of payment where appropriate. The Yacht Owner may at any time be entitled to remove the vessel’s gear, equipment or other property in order to recover the value of the Fees due and owing and any associated costs.

    5. In the event that the Service Provider accepts vessel(s), gear, equipment or other any other property for repair, refit, maintenance or storage, the Service Provider will be entitled to sell the aforementioned items if the Service Provider is owed outstanding Fees and the Yacht Owner has failed to pay the Fees, despite the Service Provider demanding in writing that he/it be paid in full.

  4. Liability

Notwithstanding any other provision of the Agreement:

  1. The Yacht Owner shall remain the legal owner of the vessel, gear, equipment, supplies, materials or other property that is in the possession of the Service Provider for repair, maintenance, storage or treatment as aforesaid. The Yacht Owner will accept redelivery or arrange collection at its cost when the aforementioned is completed or the period of storage has ended.

  2. The liability of the Service Provider shall expire three months after the Delivery Date and the Service Provider shall thereafter have no liability howsoever arising out of or in connection with this Agreement;

  3. The Service Provider shall not be liable for any consequential or economic loss or for loss of profit or loss of use suffered by the Yacht Owner howsoever arising, whether under the Agreement or otherwise, and without prejudice to the generality of the foregoing the Service Provider shall not be liable for any consequences following the late delivery of Goods or Services that are beyond the reasonable control of the Service Provider.

  4. The Service Provider shall not be liable in respect of any breach of its obligations hereunder of which written notification shall not have been given within 14 days of the date on which the Yacht Owner ought reasonably have become aware of the existence of such breach;

  5. The Service Provider shall not be liable in respect of any breach of its obligations hereunder resulting from unforeseeable causes or circumstances that are beyond its reasonable control;

  6. No liability shall attach to the Service Provider either in contract or in tort or otherwise for loss, injury or damage sustained as a result of any defect in any material or workmanship or the act, omission or insolvency of any person other than the Service Provider and the Service Provider shall not be liable to indemnify the Yacht Owner in respect of any claim made against the Yacht Owner for any such loss, injury or damage; and

  7. The Yacht Owner covenants with the Service Provider and its servants and agents that no such servant or agent shall in any circumstances whatsoever be under any liability whatsoever to the Yacht Owner for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his/her part while acting in the course of or in connection with his/her employment. Without prejudice to the generality of the foregoing, every exemption, limitation and condition herein contained and every right, exemption and limitation of liability applicable to the Service Provider or to which the Service Provider is entitled hereunder shall also be available to protect every such servant or agent of the Service Provider acting as aforesaid and for the purpose of the foregoing provisions the Service Provider is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or might be its servants or agents from time to time and all such persons shall to this extent be or be deemed to be parties to the Agreement.

  1. TERMINATION

    1. Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:

      1. The other Party commits a material breach of this Agreement and which breach is irremediable or if such breach cannot be remedied within seven (7) days.

      2. The other Party repeatedly breaches any term of this Agreement in such a manner so as to reasonably justify in the opinion of the other Party that its conduct is inconsistent with fulfilling its obligations under this Agreement.

      3. The other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or otherwise admits that it is unable to pay its debts.

  2. Insurance

The Yacht Owner warrants that it has and will maintain in force throughout the term of this Agreement all relevant property damage and liability insurances. The Yacht Owner undertakes to indemnify the Service Provider in respect of any claims pursued by third parties in respect of injury, loss or damage caused either directly or indirectly through the provision of the Services/or delivery of the Goods to the extent that such claims would be covered by such insurances.

  1. Law and Disputes

The Agreement shall be governed by and construed in accordance with the laws of England.  Any dispute or claim between the parties arising out of or in relation to the Agreement which cannot be resolved by the parties shall be submitted to the non-exclusive jurisdiction of the Courts England and Wales.

  1. Miscellaneous

    1. No exercise or failure to exercise or delay in exercising any right, power or remedy vested in either Party shall be deemed to be a waiver by that Party of that or any other right, power or remedy.

    2. If any provision of the Agreement is held to be a violation of any applicable law, statute or regulation the same shall be deemed to be deleted and the Agreement shall remain in full force and effect as if such provision had not been contained therein.  Notwithstanding the foregoing in the event of any such deletion the Parties shall negotiate in good faith in order to agree the terms of an acceptable alternative provision.

    3. The Agreement forms the entire agreement between the Parties and supersedes all previous agreements and understandings between the Parties, and no warranty, condition, description, term or representation is given or to be implied by anything said or written in negotiations between the Parties or their representatives prior to the Agreement. Any amendment of the agreement or these terms will not be effective unless agreed in writing and signed by both Parties.

    4. References to the Service Provider includes all employees of the Service Provider, all persons, firms and companies appointed or engaged by the Service Provider as its agents for carrying out any Services or delivering any Goods under the Agreement, all persons, firms and companies to whom performance of any work or services under the Agreement is sub-contracted or delegated by the Service Provider, all agents and employees of persons, firms and companies referred to in this sub-clause, and the Service Provider’s successors and permitted assigns.  References to the Yacht Owner includes all persons appointed to act as representative of the Yacht Owner, all agents of the Yacht Owner and any person acting upon the apparent authority of the Yacht Owner and the Yacht Owner’s successors and permitted assigns.

    5. Any communication required to be given, under either the Agreement or these terms by either party shall be in writing and shall be sufficiently given either by letter, facsimile or electronic mail (provided the same is capable of being recorded by the recipient in a durable form) sent to the other at the contact details given in the Agreement (unless 14 days’ notice of change shall have been given) and any such notice shall be deemed to have been given at the time at which it would in the ordinary course of transmission have been received.

    6. Nothing in the Agreement shall confer or purport to confer on any third party a benefit or the right to enforce any term of the Agreement.

    7. This Agreement may be executed in counterpart and each of which when executed and delivered shall constitute a duplicate original but all the counterparts together shall constitute one agreement.

 

 

SIGNED BY ______________________                               

   

FOR AND ON BEHALF OF __________________       

 

 

 

SIGNED BY ________________________

 

FOR AND ON BEHALF OF __________________

SCHEDULE 1 – SCOPE OF WORK

BY A Carson