terms-and-conditions — 39° North Marine

39 North CB
TERMS AND CONDITIONS OF SERVICES

These Terms and Conditions cover the Works to be undertaken, in accordance with the Estimate supplied by 39 North CB, NIF E16571077, Calle Francesc Vallduvi 10 C & D, Palma de Mallorca, 07011, Baleares, Spain

INTRODUCTION TO THE TERMS AND CONDITIONS

The Customer, or a duly authorized representative of the Customer, hereby agrees that 39 North CB shall provide products and services, as stated within the Estimate to the agreed vessel, for the price and at the location indicated in the Estimate subject to the following terms and conditions.

TERMS AND CONDITIONS

39 North CB shall provide to the Customer the products and services described in the Estimate. The products and services shall be provided by 39 North CB, in accordance with the agreed timeline, subject to prompt payment. Except as otherwise provided the Customer shall provide to 39 North CB the information and access to the Customers vessel as is reasonably requested by 39 North CB to complete the application of the products and completion of the services in the agreed timeline. Except as otherwise provided in these Terms and Conditions, 39 North CB shall be responsible for the delivery of services and/or products, using its approved personnel or personnel contracted and authorised by 39 North CB. Unless otherwise provided in these Terms and Conditions, the Customer shall be responsible for any maintenance procedures specified by 39 North CB for the detailed products or services set out in the Estimate. If the Customer requests additional services, a separate agreement will be required. This agreement will specify the additional services to be provided by 39 North CB and the terms for those services, including, but not limited to pricing terms.

1. COMPENSATION: The Customer shall pay 39 North CB for the Services in accordance with the payment conditions referenced on the Estimate. The Customer shall make payments to 39 North CB in accordance with such payment schedule following receipt of an accurate invoice from 39 North CB showing the price of the Products, Services completed or Services to be completed. Such invoice may include any associated costs for travel, accommodation and per diem expenses that have been agreed, in advance between the Parties. The Customer shall also pay any sales, use, value-added, or other tax or charge imposed by any governmental entity upon the sale, use or receipt of the Products and Services. Late payments shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate allowed by applicable law, whichever is lower.

2. PROVISION OF SERVICES: 39 North CB shall apply such Products and execute such Services (sometimes known as “The Works”) as agreed in the Estimate. The timeline for The Works shall be agreed between 39 North CB and the Customer on a best estimate basis only.

3. FORCE MAJEURE: For the purposes of this Agreement "Force Majeure Event" means, in relation to either party, any circumstances beyond the reasonable control of that party including, without limitation ,any strike, lock-out or other form of industrial action, shortage of components or raw materials, lack, interruption or failure of any utility service, or lack of available facilities, non-performance by suppliers or subcontractors, collapse of buildings, fire, explosion, accident, acts of God, storm, flood, drought, earthquake, epidemic, pandemic or other natural physical disaster, terrorist attack, civil commotion or riots, war, civil war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom, any law or any action taken by a government or public authority (including without limitation imposing an export or import restriction, quota or prohibition , or failing to grant a necessary license or consent) Neither party (“Affected Party”) shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of the Affected Party’s obligations under this Agreement, other than an obligation for payment, if such delay or failure result from events, circumstances or causes beyond Affected Party’s reasonable control. In such circumstances the time for performance of such obligation by the Affected Party shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed or the Affected Party shall be entitled to a reasonable extension of the time for performing such obligation. If the period of delay or non-performance continues for 3 months, the other party may terminate this Agreement by giving 14 days’ written notice to the Affected Party.

4. PRICE: Except for the Products and Services as detailed in the Estimate. The price does not include any other cost associated with vessel including but not limited to; (i) The cost of docking or other vessel movement; (ii) The cost of providing, hiring or erecting staging or other working platforms; (iii) The cost of any repair to the vessel during preparation; (iv) The cost of any removal and refitting of any fixtures and fittings or other equipment necessary to be removed; (v) The cost of any additional work not set out in the Estimate; (vi) The cost of providing clean fresh water and an electrical supply, waste disposal or drainage; (vii) The cost of any service charges that may be applicable to the vessel.

5. ADDITIONAL REQUIREMENT FOR WORK: In case additional requirements for delivering the works should be requested by 39 North CB, such as platforms, rafts, cherry pickers, docking, dry-docking or other vessel movements be required for a timely completion of the Services, the Customer shall immediately arrange such movement at the Customer’s expense. The price set forth in the Estimate does not include a price for protection against damage caused, among others, by humidity, pollen, dust, debris, insects, bird droppings, crew or visitors to the vessel not connected to 39 North CB.

6. DELAYS IN COMPLETION OF THE WORK: 39 North CB shall not be responsible for any delay in commencement or completion of the Works or for the consequences of any such delay, which arises from: (i) Delay in payment of any part of the price in accordance with the Estimate. (ii) The Customer’s failure to allow reasonable access to the vessel or to provide facilities as and when reasonably required; (iii) Other works on the vessel; (iv) The presence of any contaminants in the air outside of the control of 39 North CB; (v) Force Majeure (Clause 3) (vi) Delays due to weather.

7. LIMITED WARRANTY AND LIABILITY: For Works provided by 39 North CB the warranty period is 90 Days from the completion of the Service. For services and/or products constructed, manufactured and/or provided by third parties, the warranty shall be determined solely on the basis of the warranty granted by the manufacturer or provider of such third-party products and/or services. 39 North CB shall assume no liability for any warranty granted by third parties.

The limited warranty covers only the Works provided by 39 North CB. Systems, equipment, parts, and components not manufactured by 39 North CB are not covered in the warranty. 39 North CB does not accept any responsibility for failure or damages arising from repairs or alterations performed by other parties than 39 North CB itself, unless such third party is a subcontractor appointed by 39 North CB to perform such repairs or alterations.

The warranty does not extend to damages and/or equipment damaged due to defects not foreseen during the completion of the Work or caused by any of the changes made to existing systems.

The warranty does not cover normal wear and tear, overloading, accidents, mismanagement or negligence in the use and maintenance of the Yacht, nor repairs made, other than repairs authorized by 39 North CB and made by its employees, agents, subcontractors or suppliers.

39 North CB sole remedy under this warranty is to repair any defects or replace, at its sole discretion, any defective parts of the performance of the Service without undue delay, provided a claim with respect thereto is made by the Customer in writing within fifteen (15) days of discovery of such defect. 39 North CB shall be entitled to inspect the Yacht prior to performing any warranty work for the purposes of verifying whether such work falls within the scope of its warranty.

In no event shall 39 North CB be liable to the customer, any employee, agent or contractor of customer, or any third party, for any loss of profits, loss of business and charter, or indirect, incidental, special, consequential, exemplary or punitive damages arising out of or related to these terms and conditions and its related products and services even if 39 North CB has been advised of the possibility thereof. Except in the case of personal injury, loss or damage caused by, or resulted from 39 North CB negligence or a deliberate act, 39 North CB liability to the Customer under these terms and conditions shall in no event exceed fifty percent (50%) of the price paid by the Customer to 39 North CB for the products and services under the Estimate.

All items, parts or equipment delivered by the Customer are excluded from this warranty.
It is hereby clarified that the Works or Services carried out by suppliers/sub-contractors directly ordered by the Customer or his/her representatives will be considered as owners supply.

39 North CB shall not be liable under this warranty to remedy defects appearing outside of the warranty period. On notification of the appearance of any defect, 39 North CB will be given the opportunity to verify the cause of such defect and if it is 39 North CB responsibility rectify said defect under the terms of the warranty. 39 North CB when remedying any defect, will not be responsible or liable for the costs of any repainting. 39 North CB shall have no liabilities under this warranty for damages, for reimbursement, or for remedial work performed by others if they have not been given a reasonable opportunity to rectify the defect. Any warranty works are to be carried out at the port of origin and if travel is required outside the port of origin all expenses are chargeable to the vessel.

8. WARRANTY EXCLUSIONS: The following are not covered by the warranty set forth in clause 8 (including but not limited) to:

The execution carried out by (i) structural engineering companies employed or specified by the client; (ii)
suppliers/manufacturers; (iii) Client’s representatives and/or project managers; (iv) Marine surveyors;
and/or (v) warranty work supplied to yacht manufacturers or rigging manufacturers.
Whenever 39° North CB does not recommend a part, area or any element to be repaired and advises that such part, area or element must be substituted, 39° North CB will not be liable for any defects or damages
and does not give any guarantee.

9. PERSONEL AND WORKFORCE: It is unacceptable for the Client to approach 39 North CB workforce in any way and offer them employment and it is also unacceptable to approach our sub contracted workforce and offer them employment thus taking away from 39 North CB and it is also unacceptable once an agreement has been made by the Client and 39 North CB for the client to offer the sub-contractor the agreed works independently of 39 North CB if any of the afore mentioned practices occur then legal action will be implemented to seek compensation for any losses incurred.

10. CANCELLATION AND TERMINATION: 50% deposit is non-refundable. This refers only to cancellations before commencement of works. Once works have started, the client may not terminate the contract except in case of gross breach of 39 North CB ́s obligations.

Should the contract be terminated by any of the parties at any stage for any reason, the Customer will have to satisfy the costs of the Services rendered until the date of termination as well as the cost of any material used or ordered for the execution of the contract or agreed works, notwithstanding the responsibilities of the party in breach of the contract.

If the Customer is delayed with a payment as set forth in the Estimate and such delay has exceeded thirty (30) days, 39 North CB has the right to terminate the commercial relationship with immediate effect provided that 39 North CB has notified in writing the Customer of such delay and of its possibility to terminate the contract and the Customer has failed to make full payment of all amounts fallen due, including the default interest, within fifteen (15) days of such notice.

39 North CB is entitled to terminate the commercial relationship with immediate effect by written notice to the Customer, without prejudice to any other rights to which 39 North CB may be entitled, if the Customer is in breach to a material extent of the terms of the Estimate or the Terms and Conditions and fails to remedy such breach within thirty (30) days after being notified of such breach.

In case the commercial relationship is terminated due to the afore mentioned reasons, 39 North CB is at all times entitled to full compensation for the work and/or services already performed for the Yacht and/or the Customer.

The Customer is liable to compensate 39 North CB for all damages caused by such termination of the commercial relationship.

11. GOVERNING LAW: The Estimate and these Terms and Conditions shall be governed by and construed in accordance with Spanish law here in Palma de Mallorca. The parties hereto consent to submit to the jurisdiction of the Courts of Spain should any actions, suits or proceedings arise out of or relating to these Terms and Conditions.

These Terms and Conditions and the Estimate hereby constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, purchase orders, understandings, and negotiations, whether oral or written, between the parties hereto with respect to such subject matter.

12. ACCEPTANCE: The Customer accepts these Terms and Conditions by submitting payment for the agreed deposit or start of works amount and/or signing the Estimate.

39 North Marine C.B CIF: E16571077

Calle Francesc Vallduvi, 10 Local C y D Poligono Cán Valero Palma De Mallorca 07011