DOCKMATE SERVICES TERMS AND CONDITIONS (“Terms”) is entered by and between Dockmate., a
Florida Corporation (“Company”), and the owner of the vessel and/or
authorized agent of the owner of the vessel (the “Customer”) identified in
the corresponding and attached Dockmate's Estimate form (“Estimate”). The
Company and Customer may be collectively referred to as the “Parties.”
Introduction. Thank you for choosing Dockmate for your yacht. Dockmate has
agreed to provide the Customer quality and professional services and
materials in accordance with Dockmate’s “Estimate” form (collectively the
“Services”), which Customer has agreed to and executed in conjunction with
these Terms. Customer wishes to acquire, and the Company wishes to provide,
the Services outlined in the Estimate, subject to the Customer’s agreement
to be bound by these Terms, the Estimate, and any further terms to which
the parties may agree to in writing. Accordingly, the Parties agree as
Estimate. The detailed scope of work for the Services to be performed to
Customer’s vessel will be outlined in Dockmate’s Estimate, which must be
approved in writing by the Customer prior to Company’s performance of any
Services. The Estimate, and any amended or revised Estimate(s), shall be at
all times governed by these Terms. No oral modifications may be made to the
executed Estimate. All Services shall be billed on a “Time and Materials”
basis in accordance with the Estimate, and as follows:
Labor and Time. An estimate for all labor, including door-to-door roundtrip
travel, to install the materials and equipment, may be included in the
Estimate. Although it may be only an estimate, and the final total hours to
complete the Services may be more or less, depending on the actual
conditions encountered on board the Customer’s vessel, and may include
labor performed on board, in-shop or elsewhere on the vessel's behalf.
Unless itemized separately, minor carpentry work to cut out face plates, or
fabricate shelves or brackets will be included in the estimated hours set
forth in the Estimate.
Installation Equipment and Materials (“Materials”). Miscellaneous
installation equipment and materials will be billed as needed, and may or
may not be included in the Estimate. If it is not included in the Estimate,
Customer acknowledges and agrees to be responsible for all additional
charges related to those Materials.
Travel Expenses. Customer shall be responsible for all travel-related
expenses incurred by Company when applicable (i.e. when Services are
performed are outside of Miami-Dade, Broward, and Palm Beach County lines)
and may include, but are not limited to, airfare, meals,
hotel/accommodations, tolls and fuel, which shall be due and payable within
seven (7) days of invoicing.
Customer’s Representations and Responsibilities. The Customer shall be
responsible for the following in connection with the Services:
Customer shall make the vessel available during the hours and times set
forth in the Estimate in order to allow Company the opportunity to timely
and adequately complete the Services in accordance with the schedule
proposed in the Estimate.
Customer shall make Company aware of all defects, damages, and hazards
associated with the vessel prior to the Services being performed.
Customer shall provide clean, stable, reliable 110VAC/12VDC power for the
proposed equipment to complete the Services.
Customer shall, for the installation, provide incidental assistance from
the Customer and all crew, including the captain, mate, engineer, and other
crew as necessary.
Customer is responsible to guarantee the continued integrity of all cabling
run and prevent any hard bends, kinks, cuts, shield damage, exposure to
water, shorts, etc.
Customer represents that he/she/it is the owner of the vessel, or
alternatively, that Customer has the express and actual authority from the
true owner of the vessel to act as the agent and enter in these Terms and
the Estimate, and agrees that Customer, as agent, the actual owner, and/or
the vessel, shall remain jointly and severally responsible for the Services
performed under these Terms.
Customer understands that all proposed and estimated completion dates, if
any, provided by the Company are approximate and are given by Company in
Customer shall cooperate in good faith with Company at all times so that
Company may perform the Services required under these Terms.
Terms of Payment. The price for Services is in U.S. Dollars, and assume
payment by wire transfer or check. Notwithstanding anything contained
herein to the contrary, all invoices are due upon receipt. Unless otherwise
proposed in the Estimate. Customer must complete a Credit Card
Authorization Form, and Customer's credit card will be charged in the event
cash, wire transfer or check is not timely received for any balance due.
The estimate set forth in the Scope of Services may or may not include
applicable taxes, and Customer is responsible for all customs fees, duties,
airport fees and taxes, including Florida sales tax if determined to be
applicable. Should Customer fail to make any of the required payments to
Company when due, Company may immediately cease any and all work until it
receives, in its sole discretion, adequate assurances that payment will be
made. Customer shall pay interest on all late payments at the rate of 1.5%
per month or the highest rate permissible under applicable law, calculated
daily and compounded monthly. Any extension granted by Company on any
payment due shall not affect, diminish, waive, release or discharge
Customer’s obligations under these Terms. Company may, in its sole
discretion and subject to state and federal law, retain possession of the
vessel until all delinquent amounts due are paid by Customer. The Customer
acknowledges and understands that a maritime lien against the Customer’s
vessel and its contents for all costs and expenses associated with the
Company’s furnishing of the Services hereunder to Customer’s vessel shall
be automatic in accordance and subject to Title 46, United States Code,
§§31301-31343, Fla. Stat. §328.17, and Fla. Stat. §713.60, and all other
applicable law. The Company is therefore authorized to arrest and sell the
Customer’s vessel if necessary, in the event of non-payment of any
outstanding balance due to the Company for the Services to satisfy the
amounts owed to Company by Customer.
Limited Warranty and Support. The Dockmate warranty is 3 years. Damages to
any of the Services performed by Company, including equipment, products, or
materials installed, from acts of God, Customer and Customer’s agents, or
the conduct of third parties outside the control of Company, including, but
not limited to, hurricanes, tornados, floods, water damage, power surges,
unusually high seas, fires, unusually high winds, and lightning, are NOT
covered by the installation warranty provided by Company. Replacement
materials are additional and will be the responsibility of Customer. Any of
the Services that have been altered by the Customer, his agents or assigns,
will not be covered by this limited warranty and support policy.
Non-Circumvent. The Customer recognizes that the Company has proprietary
relationships with its employees and contractors. Customer agrees not to
circumvent and/or interfere with Company 's relationship with such
employees and contractors, or to otherwise solicit, purchase, contract for
or obtain Services similar to the Services performed by Company hereunder
from any of its employees and contractors that is known, or should
reasonably be known, by Customer to have such a relationship with Company.
LIMITATION OF LIABILITY. COMPANY’S OBLIGATIONS UNDER THESE TERMS SHALL BE
STRICTLY LIMITED TO THESE TERMS. THE LIMIT OF LIABILITY FOR ANY CLAIM UNDER
THESE TERMS IS THE COST OF SERVICES INSTALLED FOR THE CUSTOMER. IN NO EVENT
SHALL SUCH LIABILITY UNDER THESE TERMS EXCEED THE COST OF THE SERVICES TO
BE PROVIDED OR COST TO REPLACE THE EQUIPMENT OR SERVICES. COMPANY SHALL NOT
BE LIABLE FOR ANY INDIRECT, LOSS OPPORTUNITY OR LOSS PROFITS, LOSS OF USE,
INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. COMPANY SHALL NOT BE
RESPONSIBLE FOR ANY INJURY, DAMAGES, OR LOSSES RESULTING FROM CUSTOMER’S
NEGLIGENCE, AS WELL AS COMPANY’S DELAY IN RENDERING REPAIRS OR SERVICES
UNDER THESE TERMS, OR ANY CAUSE BEYOND THE COMPANY’S CONTROL.
INDEMNIFICATION. CUSTOMER AGREES TO DEFEND, INDEMNITY AND HOLD HARMLESS
COMPANY AND ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM
ANY AND ALL LOSSES, DAMAGES, DEMANDS, CLAIMS, ASSESSMENTS, ACTIONS,
DEFICIENCIES, PENALTIES, INTEREST, REASONABLE ATTORNEYS’ FEES (INCLUDING
WITHOUT LIMITATION THOSE INCURRED TO ENFORCE THIS INDEMNITY), AND OTHER
COSTS AND EXPENSES (COLLECTIVELY “LOSSES”), RELATED TO OR INCURRED AS A
RESULT OF CUSTOMER’S ACTIONS, INACTIONS, NEGLIGENCE, AND/OR CUSTOMER’S
BREACH OF ANY PORTION OF THESE TERMS OR APPLICABLE ESTIMATE(S). IF ANY
ACTION IS BROUGHT AGAINST COMPANY WITH RESPECT TO ANY ALLEGATION FOR WHICH
INDEMNITY MAY BE SOUGHT FROM CUSTOMER, COMPANY WILL PROMPTLY NOTIFY
CUSTOMER OF ANY SUCH CLAIM OF WHICH IT BECOMES AWARE AND WILL (I) PROVIDE
REASONABLE COOPERATION TO CUSTOMER AT CUSTOMER’S EXPENSE IN CONNECTION WITH
THE DEFENSE OR SETTLEMENT OF ANY SUCH CLAIM AND (II) BE ENTITLED TO
PARTICIPATE AT ITS OWN EXPENSE IN THE DEFENSE OF ANY SUCH CLAIM. CUSTOMER
SHALL NOT ACQUIESCE TO ANY JUDGMENT OR ENTER INTO ANY SETTLEMENT THAT
ADVERSELY AFFECTS COMPANY’S RIGHTS OR INTERESTS WITHOUT THE PRIOR WRITTEN
CONSENT OF COMPANY.
Notices. Any notices required by these Terms to be given by either party to
the other shall be made in writing, sent via certified mail, return receipt
requested, e-mail or FedEx/UPS, to that party at the Registered Agent
address listed with the State of Florida, the address listed below, the
email address below, or any other address that may be designated in writing
from time to time in writing by either party.
The Company’s contact information for these Terms is as follows:
Dockmate, Inc. 3112 SE 4 th Ave
Fort Lauderdale, FL 33316 Tel. (954) 998-1430
The Customer’s contact information and Vessel information applicable to
these terms are those provided by the Customer in the attached Estimate.
Relationship. The parties to these Terms are independent contractors, and
no agency, partnership, joint venture or employee-employer relationship is
intended or created by these Terms.
Survival. Each provision of these Terms reasonably intended by its terms to
survive termination or expiration of these Terms shall so survive.
Force Majeure. Notwithstanding anything contained herein to the contrary,
Company shall not be liable or responsible for, any costs or delays due to
strikes, riots, acts of God, shortages of labor or materials, war,
governmental laws, regulations or restrictions, financing, or any other
cause whatsoever beyond the control of the Company.
Applicable Law. The operation, construction, interpretation and enforcement
of these Terms will be governed by Florida law and venue for any dispute
arising out of or relating to these Terms shall lie exclusively in Broward
Attorneys' Fees. If any action at law or in equity, including an action for
declaratory relief, is brought to enforce or interpret any provision or
provisions of these Terms, the prevailing party will be entitled to
its/his/her reasonable attorneys' fees in addition to all other costs
associated with the action or appeal whether or not the action advances to
judgment, including any and all costs for expert witnesses, in addition to
any other relief to which that party may be entitled.
Severability. If any provision or any part of any provision of these Terms
is for any reason held to be invalid, unenforceable, or contrary to any
public policy, law, statute ordinance, then the remainder of these Terms
shall not be affected thereby, and shall remain valid and fully
Assignability. The Company may assign these Terms at any time with or
without notice to the Customer. Customer may transfer Customer’s interest
in these Terms to a new owner of the Equipment by submitting a written
request to Company and providing Company with a new application, which must
be completed by the new owner and approved by the Company.
Authority. The undersigned represent and warrant that they have the full
authority and approval to execute the Estimate and Terms on behalf of the
parties. In the event the owner of the vessel is not entering into the
Estimate, the individual and/or authorized agent hereby represents that
he/she/it has the full authority and consent of the owner of the vessel to
request the Services identified in the Estimate(s). Furthermore, these
Terms shall be binding upon the parties and their heirs, agents, assigns,
personal representatives, guardians, executives, affiliates, parent
companies and successors.
Entire Agreement. These Terms, along with the Estimate, constitutes the
entire agreement between the parties as it pertains to the subject matter
herein and all modifications or changes hereof shall be in writing and
signed by all parties to be effective. In the event there is any conflict
between the terms of the Estimate(s) and these Terms, the Estimate shall
govern and control only with respect to the Services, fees, invoicing, and
payment terms, otherwise these Terms shall govern and control.
WAIVER OF JURY TRIAL. EACH PARTY TO THESE TERMS HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION BASED UPON THESE TERMS OR ARISING OUT OF,
UNDER OR IN CONNECTION WITH THESE TERMS, THE ESTIMATE(S), OR ANY OF THE
SERVICES CONTEMPLATED AND PROVIDED CONNECTION HEREWITH, OR ANY COURSE OF
DEALING, COURSE OF CONDUCT, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF ANY PARTY HERETO.