NOTICE: The sale of any products, and the providing of any service, is governed by, and expressly conditioned on, Buyer’s unconditional agreement to the following Terms and Conditions.
These terms and conditions, along with any written invoice from Elite Marine Yacht Services dba Elite Marine AC (EMAC), represent the final and complete agreement of the parties, and no
modification shall be binding upon EMAC unless made in writing and signed and approved by an officer of EMAC. No modification of these terms shall be deemed made or accepted by EMAC in shipping
goods or performing services following receipt of a purchase order or other documents containing terms and conditions additional to or in conflict with the terms and conditions herein, which are
expressly rejected by EMAC.
EMAC does not agree to accident, indemnity, and insurance provisions, if any, contained in Buyer’s invitation, purchase order, or specifications, and in such cases EMAC accepts only such liability as may be
imposed upon EMAC by law and as limited by this contract. Receipt of goods or services by the buyer or customer shall be deemed conclusive proof of irrevocable acceptance of the terms and conditions
contained herein and of the conformity of the goods or services provided. These terms and conditions shall be deemed irrevocably accepted by Buyer and to prevail over any conflicting or inconsistent
terms unless expressly agreed to in writing by EMAC.
LIMITATION OF LIABILITY: EMAC’s contracts for furnishing repairs, parts and services are solely on the basis of the limited liabilities and specific warranties set forth below. EMAC SHALL NOT BE LIABLE FOR
ANY INJURY OR DEATH TO ANY PERSON RESULTING FROM PROVISION OF REPAIRS, PARTS OR SERVICES, WHETHER OR NOT CAUSED BY EMAC’S NEGLIGENCE.
When EMAC provides parts, repairs or services to any vessel, EMAC shall not be liable, directly or indirectly, in contract, tort or otherwise, to the vessel’s owners, charterers, underwriters, lienholders or
other party in interest for any claims or damages to such vessel or to its appurtenances, cargo, equipment or moveable stores, or for any consequence thereof, including EMAC’s own negligence, unless
such damage is caused solely by EMAC’s gross negligence or intentional act. BUYER AGREES THAT IN NO EVENT SHALL EMAC’S TOTAL LIABILITY UNDER THIS CONTRACT FOR ANY CLAIMS ARISING OUT OF
OR RELATED TO THE PROVISION OF PARTS, REPAIRS OR SERVICES EXCEED THE TOTAL AMOUNT OF USD $10,000. FURTHERMORE, IN NO EVENT SHALL EMAC BE LIABLE FOR ANY CONSEQUENTIAL,
SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES OR LOSSES ARISING DIRECTLY OR INDIRECTLY FROM THE PURCHASE AND SALE OF GOODS OR PROVISION OF SERVICES, OR FOR ANY OTHER CAUSE,
INCLUDING DAMAGES FOR, BUT NOT LIMITED TO, DELAY, LOSS OF REVENUE, TUG OR TOW EXPENSE, CREW WAGES, SALVAGE OR LOSS OF USE.
For all sales or services provided, whether vessel related or non-vessel related, EMAC shall not be liable for any special, punitive, or incidental damages or losses arising directly or indirectly from the
purchase and sale of goods or provision of services, or for any other cause, and EMACs sole liability shall be as set forth under warranty below. Buyer agrees to indemnify, defend and hold EMAC harmless
with respect to all liabilities to all parties in interest exceeding the amounts herein stated.
INDEMNITY: Buyer agrees to indemnify, defend and hold EMAC harmless for any liability, loss, or claim asserted against EMAC, or expense or damage incurred by EMAC (including EMAC’s attorney’s fees
and costs), arising by reason of, or in any way connected to, any act, omission, or fault of Buyer in connection with the sale of any product, or the provision of any service, to Buyer.
FORCE MAJEURE: EMAC shall not be liable in any event for any loss, damage or delay caused by strikes, labor difficulties, accidents, delays in delivery of materials, acts of God, fire, accident or explosion,
war, actions or inactions by local, state or federal authorities, war or warlike acts, terrorism, extraordinary weather conditions including floods, fires, tropical storms and hurricanes, or any other causes of
any kind beyond EMAC’ control.
WARRANTY: (1) PARTS AND PRODUCTS: EMAC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO ANY PARTS OR PRODUCTS. The sole warranties for parts and products sold or supplied are
those issued by the manufacturers of such parts and products, and Buyer agrees that the sole remedy for any defects in design, material or workmanship of any parts or products shall be under the original
manufacturer’s warranty. EMAC SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
(2) SERVICES: All services by EMAC are provided in accordance with industry standards. Any claim of defective or substandard work shall be deemed expired and all right of the buyer or customer
irrevocably waived unless the claim is submitted to EMAC in writing within 30 days of performance of the service (or the redelivery of the vessel, whichever occurs first). This period shall govern whether
the alleged defective or substandard work is latent or patent and shall not be deemed to be tolled or to arise at any future time. Any claim of defective or substandard work shall be irrevocably waived if
any third-party repairs or attempts to repair the claimed defective or substandard work. EMAC shall not be liable for any cost of repairs or attempts to repair by any third party unless previously authorized
by EMAC in writing. Any claim is contingent upon, and no obligation to remedy any claim of defective or substandard work shall arise until full payment is received by EMAC. Any services to be performed
by EMAC under this section must be performed on the vessel in Broward or Palm Beach County, Florida. EMAC SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, BY
OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
FORUM AND CHOICE OF LAW: This contract shall be deemed to have been executed and fully performed within in the State of Florida, and shall be interpreted and construed in accordance with and
subject to the federal maritime law of the United States (excluding its conflict of law rules) or, should no such law exist on any particular issue, the laws of the State of Florida, to the exclusion of the laws
of any other state or country.
Any dispute arising under, in connection with or incident to this contract shall be litigated exclusively in the United States District Court, Southern District of Florida, or if that Court lacks jurisdiction, in the
Circuit Court In And For Broward County, Florida, to the exclusion of the courts of any other state or country, and Buyer hereby irrevocably consents to the jurisdiction of such court. BUYER AND EMAC
EXPRESSLY WAIVE THE RIGHT TO TRIAL BY JURY FOR ANY ACTION BETWEEN THEM, OR ARISING OUT OF OR RELATED TO THE PROVISION OF GOODS AND SERVICES BY EMAC.
PAYMENT AND PRICE: Prices quoted and product availability stated are valid for ten days only unless designated as firm for a specific other period in writing by an officer of EMAC. Payment in all cases is
due upon receipt of invoice, unless otherwise agreed in writing.
EMAC provides services that may be covered by manufacturer’s warranties. EMAC does not decide whether a manufacturer’s warranty will be authorized, or determine the amounts of reimbursement for
labor or materials for any authorized manufacturer’s warranty repair. Buyer expressly agrees that Buyer and the vessel are fully liable for all labor and materials provided by EMAC that exceed any
amount for which EMAC is reimbursed by a manufacturer. EMAC shall not be required to perform, and reserves the right to refuse, any service that requires travel to a vessel located outside of
Broward or Palm Beach County, Florida.
All returns shall be subject to a 30% restocking fee, consent to payment of which is hereby given by customer or buyer, and no returns will be accepted for special order goods, goods supplied pursuant to
an incorrect part number provided by the customer, or damaged or used goods, or goods with damaged packing or labels.
For payment for work done on or materials furnished to any vessel, whether authorized orally, or by letter, or written contract, and whether EMAC is the general contractor or a subcontractor, EMAC relies
on the credit of the vessel, as well as the promise of Buyer to pay, and Buyer agrees and warrants that EMAC may assert a maritime lien for the amounts due for products and services.
VESSEL WARRANTIES: The Buyer shall indemnify and hold EMAC harmless from any and all liability arising under any state or federal air or water quality statute or regulation unless the liability shall arise
solely from the gross negligence or intentional act of EMAC’s own employees. Buyer warrants that a valid and current U.S. Coast Guard Certificate of Financial Responsibility (Water Pollution) (COFR) shall
be kept in force at all times while EMAC is furnishing repairs, parts or services to any vessel.
MISCELLANEOUS: Nothing herein shall be deemed to constitute a waiver of EMAC’s maritime lien. Invalidity of any one or more provisions of this contract shall not affect nor impair the remaining
provisions. This contract may not be changed, altered or amended except in writing signed by EMAC and Buyer. These Terms and Conditions shall inure to the benefit of, and be binding upon, EMAC and
Buyer and their respective assigns, successors, affiliates, parent and subsidiary companies, and insurors.