These MARINE PROFESSIONALS, INC. SERVICE TERMS AND CONDITIONS (“Terms”) is entered as of the date of execution (the “Effective Date”) by and between Marine Professionals, Inc., a Florida corporation (“MPI”), and the Customer identified herein and the corresponding Estimate(s) (the “Customer”). The MPI and Customer may be collectively referred to as the “Parties,” or independently as a “Party.”
1. Introduction. Thank you for choosing MPI for your marine electronics, audio/video and networking needs. MPI has agreed to provide the Customer quality and professional marine services, products, and materials in accordance with MPI’s “Estimate(s)” form (collectively the “Services”), which Customer has agreed to and executed in conjunction with these Terms. Customer wishes to acquire, and MPI wishes to provide, the Services outlined in the Estimate, subject to the Customer’s agreement to be bound by these Terms, the Estimate(s), and any further terms to which the parties may agree to in writing. Accordingly, the Parties agree as follows:
2. Services. These Terms governs and is strictly limited to the purchase of the equipment, products, and materials (the “Product(s)”) and/or services, repairs, installation, and/or maintenance requested by Customer from MPI (collectively the “Services”) as specifically set forth in the MPI Estimate form (the “Estimate”) executed with these Terms or any future Estimate, which will also be governed by these Terms. Customer understands that all proposed and estimated completion or delivery dates, if any, provided by MPI are approximate and are given by MPI in good faith. Customer shall cooperate in good faith with MPI at all times so that MPI may perform the Services required under these Terms.
3. Terms of Payment.
a. Payment. All prices in the Estimate are in U.S. Dollars, and all payments shall be submitted to MPI by wire transfer, ACH, or check. All prices provided in the Estimate are valid for thirty (30) days from the date the Estimate is delivered to Customer, and after such time are subject to change. If the Estimate is not timely accepted and prices change, MPI will notify the Customer and issue an updated Estimate. Until Customer submits full payment for the Product(s) as required by the Estimate and these Terms, Product(s) will not be ordered by MPI, and they will not be shipped to Customer. In the event Product(s) ordered are delivered to MPI by the manufacturer(s) in partial shipments, MPI will store such Product(s) without charge for the first sixty (60) days until the Customer’s order under the Estimate is completely received by MPI. However, MPI’s storage of any of the Customer’s Product(s) will incur a monthly fee $150.00 per month after sixty (60) days. The Estimate may or may not include applicable taxes, and Customer shall remain solely responsible for all taxes, shipping, customs fees, duties, airport fees and taxes, including Florida sales tax if determined to be applicable.
b. Nonpayment and Remedies. Should Customer fail to make any of the required payments to MPI when due under an Estimate, these Terms, an invoice, or purchase order, MPI may immediately cease any and all Services. Customer shall pay interest on all late payments at the rate of 1.5% per month or the highest rate permissible under applicable law. Any extension granted by MPI on any payment due shall not affect, diminish, waive, release or discharge Customer’s obligations under these Terms. MPI may, in its sole discretion and subject to state and federal law, secure and retain possession of the Product(s) at any time until all delinquent amounts due are paid by Customer. Customer agrees that at its expense, it shall assemble and deliver the Product(s) to MPI at any time and place designated by MPI so as not to affect MPI’s preferential rights with respect to its interest in the Product(s).
4. Limited Warranty and Support. All manufacturers' warranties apply to the Product(s) ordered and/or installed by MPI. Product warranty depends on Product(s) purchased and is the warranty of the individual manufacturer and not the warranty of MPI. With respect to its Services, MPI warranties the workmanship for installation of ONLY the equipment that MPI installed for a period of twenty-four (24) months, assuming all invoices from MPI have been paid in full. This installation warranty includes any labor required aboard the Customer’s vessel, provided the vessel is brought within a 50-mile radius of Fort Lauderdale, Florida. If the vessel is not brought within a 50-mile radius of Fort Lauderdale, Florida, Customer agrees to assume the responsibility for all required travel time and related expenses. There is no warranty on labor or installation performed by the Customer, and its agents. The limited MPI warranty is not transferable. Except for specialized cases, the warranties of the manufacturers and MPI take effect upon the commissioning of the equipment. Damages to any of the Services performed by MPI, 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 MPI, 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 limited installation warranty provided by MPI. Realignment of antennas (after a storm, high seas, etc.), after initial signoff, is billable at a rate of $190.00 per hour, plus travel costs and expenses if any. 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.
5. Unavailability of Product(s). MPI reserves the right to substitute any Product(s) that has/have been discontinued or is not available to ship in time to meet the Customer’s Estimate, with Product(s) of equal or superior performance. In the event of same, prices may vary from those set out in the Estimate, at which time MPI shall notify Customer.
6. Returns and Refunds. Customer understands that the Product(s) are being ordered direct from the manufacturer(s) by MPI on behalf of Customer and as a result, the Product(s) ordered may be subject to restocking fee(s) and/or may not be subject to returns/refunds due to manufacturer(s) terms. If a manufacturer will allow for a return Product(s), Product(s) must have not been used, tampered with, or damaged, and must be packaged in original cartons/packaging with all manuals and accessories. If Customer fails to timely return the Product(s) in accordance with this provision, Customer will not be entitled to any return/refund. Customer shall remain responsible for all additional charges or penalties related to the return of the Product(s).
7. LIMITATION OF LIABILITY. MPI’S OBLIGATIONS UNDER THIS AGREEMENT SHALL BE STRICTLY LIMITED TO THIS AGREEMENT. THE LIMIT OF LIABILITY FOR ANY CLAIM UNDER THIS AGREEMENT IS THE COST TO REPLACE THE MPI PRODUCT(S) IN THE SUBJECT ORDER. IN NO EVENT SHALL SUCH LIABILITY UNDER THIS AGREEMENT EXCEED THE COST TO REPLACE THE PRODUCT(S) WITH RESPECT TO THE CUSTOMER’S ORDER. MPI SHALL NOT BE LIABLE FOR ANY INDIRECT, LOSS OPPORTUNITY OR LOSS PROFITS, LOSS OF USE, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EXCEPT FOR INSTANCES THAT ARE CAUSED BY MPI’S NEGLIGENCE OR MPI’S VIOLATIONS OF THIS AGREEMENT. MPI SHALL NOT BE RESPONSIBLE FOR ANY INJURY, DAMAGES, OR LOSSES RESULTING FROM CUSTOMER’S NEGLIGENCE, AS WELL AS MPI’S DELAY IN THE DELIVERY OR SUPPLY OF THE PRODUCTS HEREUNDER, OR ANY CAUSE BEYOND MPI’S CONTROL.
a. 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 in these Terms, the email address below, or any other address that may be designated in writing from time to time in writing by either Party. MPI’s contact information for these Terms is as follows:
Marine Professionals, Inc.
3112 SE 4th Ave
Fort Lauderdale, FL 33316
Tel. (954) 763-4161
b. Insurance. MPI maintains necessary commercial general liability insurance to protect against loss, accident, damage, or theft of any Product(s) ordered by Customer and in the possession of MPI in connection with these Terms (as applicable), as demonstrated in the attached certificate of insurance. Furthermore, upon request of Customer and after full payment for the Product(s), MPI agrees to request to have Customer identified in said policy as an additional insured.
c. Force Majeure. No Party shall be liable for failure or other delay in performance of its obligations under these Terms and such failure or delay shall not constitute a breach under these Terms to the extent such failure or delay is due to circumstances beyond its reasonable control, including acts of God (fires, floods, storms, hurricanes, earthquakes, tornadoes, etc.), acts of public enemy, war, civil disturbance, sabotage, accidents, insurrections, blockades, embargoes, acts of any governmental or quasi-governmental authority, pandemic, labor strikes, lock outs or other labor disturbance or interruption or any other force majeure.
d. No Implied Waivers. Failure of either Party at any time to require performance by the other Party of any provision hereof shall in no way affect the full right to require such performance at any time thereafter. Waiver by either Party of a breach of any obligation hereunder shall not constitute a waiver of any succeeding breach of the same obligation. Failure of either Party to exercise any of its rights provided herein shall not constitute a waiver of such right.
e. Survival. Each provision of these Terms reasonably intended by its terms to survive termination or expiration of these Terms shall so survive.
f. Applicable Law and Dispute Resolution. The operation, construction, interpretation, and enforcement of these Terms will be governed by Florida law and venue for any proceeding involving a dispute arising out of or relating to these Terms shall lie exclusively in Broward County, Florida. In the event of any controversy or claim arising of or relating to these Terms, agree that all such disputes shall be settled by mandatory and binding arbitration administered by the American Arbitration Association (AAA) in Broward County, Florida in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
g. Attorneys' Fees. If any action or proceeding 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.
h. 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 enforceable.
i. Assignability. The MPI may assign these Terms at any time with or without notice to the Customer. Customer may not assign these Terms without MPI’s prior written consent.
j. Authority. The undersigned represent and warrant that they have the full authority and approval to execute the Terms on behalf of the parties. Furthermore, these Terms shall be binding upon the parties and their heirs, agents, assigns, personal representatives, guardians, executives, affiliates, parent companies and successors.
k. Entire Agreement. These Terms, along with the Estimate and all attachments, 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 of any conflict in the terms the Estimate and these Terms, these Terms shall govern and supersede the Estimate except that the Estimate shall govern with respect to applicable pricing, description of Services, and payment terms. Each Estimate executed by Customer in the future shall be governed by the terms, conditions, and limitations of these Terms.
l. Counterparts. These Terms may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which when so executed and delivered shall be deemed an original, but all of which shall together constitute one and the same Agreement.
m. WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON THIS AGREEMENT OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY OF THE SERVICES OR PRODUCTS CONTEMPLATED AND PROVIDED CONNECTION HEREWITH, OR ANY COURSE OF DEALING, COURSE OF CONDUCT, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO.
Approved and accepted by:
Printed Name/Title: _________________
MARINE PROFESSIONALS, INC.
Printed Name/Title: Victor Avila / Vice-President