Terms and Conditions - Cruise Control

Terms & Conditions

All work performed or to be performed by Cruise Control Yacht Services, LLC, its contractors, assignees, or representatives, or any other approved service provider by the vessel owner, captain, or other approved representative shall be subject to these Terms and Conditions which, together with the Proposal, shall comprise the contract between Cruise Control Yacht Services, LLC and vessel owner, captain or captain’s appointed representative, as approved by the original estimate.

1. Deﬁnitions:

“Additional Works.” All works not included in any Contracted Works and for which no fixed price has been provided and which shall be charged at a price per square meter, or on a time and material basis at $75 per hour for normal labor hours plus such additional costs as may be agreed for overtime or holiday working, plus materials charged at 30% of the labor cost plus any displacement costs if working away from the Fort Lauderdale, FL area. Full details, such as rates, as well as other charging details applicable under the Contract may be amended from time to time and will be made available to the Client on
“Client.” The owner of the Vessel or any person appointed by the owner by notice in writing to the Contractor to act on the owner’s In the absence of contrary instructions, the captain of the Vessel shall be deemed to act with the full authority of the Client who shall be bound by all acts and instructions of its captain and/or other appointed representative(s), including but not limited to the shipyard’s representative and the Vessel manager’s representative as appointed from time to time.
“Contracted Works.” The works specified in the
“Contractor.” Cruise Control Yacht Services, LLC employees, contractors, or other appointed members of Cruise Control Yacht Services, LLC.
“Non-Reﬁt Works.” All works performed at any time during the Refit Works by persons other than the Contractor or any member of their personnel and/or
“Reﬁt Works.” The Contracted Works and any Additional
“Parties.” The Contractor and the
“Proposal.” The Contractor’s Proposal detailing the scope of the Refit
“” The yacht referred to by name or hull number in the Proposal.

2. Scope of Works:

The Contractor shall perform the Refit Works in accordance with the Proposal, as amended from time to time in writing by the Parties.

In order to ensure the accuracy of the Proposal, the Client shall, before commencement of the Refit Works, notify the Contractor of the prior application of any surface treatment (other than normal washing down) including without limitation the use of any ceramic or similar coatings, as the foregoing treatments may cause relevant areas to require additional sanding, a full intermediate primer coat, or other special treatment.

To the extent that the Proposal is based on information provided by or on behalf of the Client, which subsequently changes or is found to be inaccurate or incomplete, the pricing and duration of the Refit Works shall be subject to
The Vessel should be fully washed down by the Client with a mild detergent and fresh water to remove salt and other water-soluble contaminants before being handed over to the Contractor in a clean condition prior to starting
The Contractor shall have exclusive access to all areas of the Vessel necessary for the proper performance of the Refit Works, subject only to the express provisions of this Contract.

The Contractor may choose to apply coatings with electrostatic or conventional spray equipment, at its

3. Additional Works:

Additional Works not referred to in the Proposal will be defined in the Contractor’s work order request form signed by the Client (or otherwise agreed upon by the Parties in writing). The Contractor may present interim invoices for these Additional Works or request stage payments, as
The initial inspection on commencement of the Refit Works, or sanding, grinding or general preparation of existing coatings may reveal hidden conditions in the underlying coatings that were not apparent at the time of pricing any Contracted Such conditions may be outside the scope of the Contracted Works and require Additional Works to be carried out.
Any Refit Works that have to be repeated due to the presence of pre-existing silicone-based products or other contaminants not removed through the agreed scope of works shall also be considered Additional
Additional Works orders shall be subject to these Terms and

4. Default and Termination:

If any invoice remains unpaid for more than 15 days from the due date, the Contractor may suspend the Refit Works and reschedule the completion date accordingly. The Client shall be responsible for all costs, expense, and liabilities incurred as a result of any such suspension, including without limitation, dockage, rental of equipment and scaffolding, demobilization, downtime and remobilization charges, displacement costs, overtime required to reduce delays, sub-contractor’s charges, increased costs of insurance and interruption and/or extension or
If any such suspension exceeds 30 days, the Contractor may, but shall not be bound to, terminate the Contract without prejudice to its accrued
Either Party may terminate the Contract forthwith by notice, without prejudice to the accrued rights of the other Party, in accordance with Clause 19(g) if:

1. Either Party makes any arrangement or composition for the benefit of creditors, or has a receiver or administrator or liquidator appointed in respect of any of its assets, or has anything analogous to any of the foregoing under the law of any jurisdiction occur to it, or ceases or threatens to cease to carry on business; or
2. The other Party is in persistent breach of its obligations under the Contract and such breach continues unremedied for 15 days after notice of the breach has been given to that other

5. Non-Reﬁt Works:

The Parties acknowledge that any Non-Refit Works, whether or not scheduled, may interfere with and/or hinder the Refit Works, whether affecting the cost and/or timing of the Refit Works or otherwise.
All Non-Refit Works shall be included by the Client in a master Non-Refit Works list to be approved by the Contractor prior to commencement of the Refit Works and any material changes shall be notified by the Client from time to time.
The Contractor may require the Client to cease all or any part of Non-Refit Works temporarily at any stage if they interfere in any way with the Refit Works. The Contractor will have no liability or obligations regarding any Non-Refit Works of their cessation or interruption as aforesaid, nor for any damage or contamination caused by the Refit Works by the Non-Refit In the event that any Non-Refit Works cause any costs or delay to the Contractor, then the Contractor will notify the Client of the estimate of such costs and/or delay. Any such costs shall be the responsibility of the Client and the Contractor shall not be responsible for such delay.

6. Contractual Period:

The agreed period of the Contracted Works specified in the Proposal shall not commence before receipt by the Contractor of the agreed starting payment in cleared funds. The contractual period may be adjusted as a s result of unforeseen circumstances such as Acts of God, strikes, lockouts, or other causes beyond the reasonable control of the Contractor and the Contractor shall have no responsibility for any delays thereby caused. The contractual period shall also be adjusted to accommodate any enlargement of the Contracted Works not included within the scope of the Proposal or any Additional Works. In the event of any overtime being required in order to make up time lost due to Acts of God or other delay beyond the Contractor’s control, the additional cost of such overtime shall be the responsibility of the Client.

7. Inspection:

An inspection of all relevant areas of the Vessel shall be performed by the Contractor on commencement of the Refit Works once scaffolding, covering, and full access is complete, and the resulting initial inspection report shall evidence the condition of the Vessel, highlighting also further recommendations to be agreed between the Parties.

8. Subcontracting:

The Contractor may at its discretion, cost and expense, subcontract all or any part of the Refit Works to appropriately qualified parties including, but not limited to any member of our collaborating team.

9. Reﬁt Work Surveyors, Access, and Crew:

Details of any suitably qualified and experienced refit work surveyor or consultant appointed to oversee the Refit Works on the Client’s behalf shall be notified to the Contractor prior to the commencement of the Refit Works and shall be subject to the Contractor’s approval, not to be unreasonably withheld or All measurements and assessments must follow all manufacturer’s instructions and be performed to the highest standards.
The Client shall provide the Contractor with a copy of any refit survey or inspection report within 5 days of completion of the
The Client shall have free access to the Vessel, subject to prior notice to avoid any disruption to the Refit All visits shall be scheduled during normal working hours.
The Client shall ensure that the captain and crew of the Vessel shall provide all reasonable assistance to the Contractor to facilitate the timely and efficient completion of the Refit They shall address remarks and other communications regarding the Refit Works only to the Contractor’s authorized representatives. The Client shall be responsible for any additional costs resulting from any delay to the Refit Works or any change in specifications caused by the Client or its surveyor or other consultant.
When requested by the Contractor, some of the Vessel’s systems, including without limitation the air conditioning, may need to be shut down and the crew and all other personnel will be required to remain off the Vessel during all Refit Works procedures. To guard against static issues, the Contractor may require that all of the Vessel’s electrical systems to be disconnected (e.g., “dead ship”).

10. Scaﬀolding, Covering, and Fittings Removal

Scaffolding, caulking, covering and fittings removal, if included in the Proposal, shall be carried out by a qualified contractor authorized by the Prices shown for scaffolding and covering do not include cranage, shipyard charges for the space which they occupy nor for any additional coverings for parts, equipment, spars, etc. unless specified. The Contractor shall not be responsible for closing all openings, ensuring they are closed and the control of the closure, to prevent cross-contamination of the environments and/or works.
During Refit Works a weather-proof containment will need to be attached to the Vessel and to the existing coatings using adhesive The Contractor will make reasonable efforts to avoid, by the use of the most appropriate products, any resultant damage, but shall not be responsible for any detachment of existing coatings when the containment is removed. Any consequential repairs will be charged on a time and material basis.
Unless otherwise agreed, where replacements are necessary, the same types of fittings and fixings shall be used as the existing Neither the Contractor nor the fittings contractor shall be responsible for any issues caused by adjacent dissimilar materials or design faults, or for stored items except in the case of their gross negligence or willful default.
When requested by the Contractor, the Client’s crew shall maintain a slight positive pressure inside the Vessel using clean air from outside the cover.
Where provided, scaffolding and covering shall be maintained by the Contractor throughout the Refit Works against normal wear and tear, but the Contractor shall not be responsible for any damage caused to the Vessel or to coverings or other equipment and materials used by crew and other trades, by hailstorms, or winds above 40 knots, and any necessary repair works will be charged on a time and material basis.

11. Acceptance of Reﬁt Works:

The Refit Works shall be deemed to have been accepted to the full satisfaction of the Client (except for any Minor Defects, being defects not materially affecting the value of, or the Client’s use of, the Vessel) when the Protocol of Acceptance is signed by both Unless otherwise agreed, all works will be completed in accordance with industry specifications and standards.
Minor Defects shall be declared on the Protocol of Acceptance and shall be rectified at the first mutually convenient opportunity but shall not constitute grounds for non-acceptance of the Refit Works or non-payment of any sum.
In the event of non-acceptance and a failure between the Parties to resolve the issue then it will be referred to an independent expert, to be appointed in accordance with clause 4, whose determination shall be final and binding on the Parties.
In the event of a delay between the completion of Refit Works in different areas of the Vessel, for reasons beyond the control of the Contractor, separate Protocols of Acceptance may be submited
The Client or its authorized representative shall notify the contractor promptly in Writing if it considers that any aspect of the Contracted Works does not or will not conform to the terms of the Proposal whereupon the Contractor shall promptly take steps to rectify the non-conformity or to submit any disagreement for determination with Clause 18(d).
All measurements, inspections, and acceptance of the completed Refit Works shall be carried out inside the cover and before the removal of scaffolding and/or coverings. Such measurements and inspections shall take place within 48 hours of completion of the Refit Works, failing which (otherwise than for any reason within the Contractor’s control) should any redoing work subsequently be required, the cost of replacing job materials, scaffolding and/or coverings and all other additional costs will be the responsibility of the
Any and all liabilities on the part of the Contractor arising out of or in connection with the Refit Works shall cease on execution by the Parties of the Protocol of Acceptance, except only pursuant to the warranty provisions of this

12. Prices and Payment Terms:

Prices quoted shall remain valid for 60 days and may thereafter be subject to adjustment. Unless otherwise agreed, all budgets, quotations, prices, estimates, and invoices shall be assumed to be in US Dollars. Any shipyard fees or surcharges which may be applicable to are subject to agreement between the Client and the shipyard and are solely for the Client’s
Budgets and estimates are given in good faith and are subject to the timeliness, completeness and accuracy of information provided by the Client.
The Contractor shall have no responsibility for any delays caused by non-receipt Terms of payment shall be as shown in the Proposal. Reservation deposits shall be non- refundable.
All payments related to deposits and invoices, including payment plan option payments, shall be paid on the stipulated/expected date, as agreed Any payments not received within five (5) days of the stipulated/expected date will incur an 2% additional charge on the remaining balance owed.
The Vessel shall not leave the refit work location unless full and final payment has been received (in cleared funds and free of any withholding, deduction, counterclaim of set-off whatsoever). Invoices shall be setled within 15 days of receipt and the Contractor reserves the right to charge 5% per annum interest on overdue

13. Taxes:

The Client represents and warrants as follows (and undertakes to indemnify, keep indemnified and hold harmless the Contractor from and in respect of any and all damages, claims, costs, expenses, and other liabilities suffered or incurred by the Contractor as a result of any breach of the following representations and warranties):

1. It is contracting neither as a consumer nor bareboat charterer;
2. It is the owner or beneficial owner of the Vessel or is otherwise fully authorized to contract with and give instructions to the Contractor and to incur charges in relation to the Vessel;
3. The Contractor will have unimpeded access to all relevant parts of the Vessel at no cost to the Contractor; and
4. All information provided or to be provided to the Contractor shall be accurate and complete.

15. Warranty:

The Contractor warrants, for a period of 12 months (the “Warranty Period”) following the date of execution by both Parties of the Protocol of Acceptance of the Refit Works (execution of the same not to be unreasonably withheld or delayed by the Client) or payment of the final invoice (whichever occurs first), against defects due to its poor workmanship or that of its employees or
Warranty works shall be carried out by the Contractor by prior writen agreement, at an approved Cruise Control Yacht Services, LLC facility in Fort Lauderdale, FL, USA.
The warranty rights provided by this clause are subject to receipt by the Contractor of
1. Notification of each defect in accordance with Clause 19(g) as soon as practicable after discovery and in any event within the Warranty Period and within 14 days after The Client shall take all reasonable steps to mitigate the defect and shall, at the Client’s costs and responsibility, make the Vessel available for the necessary remedial works, failing which claim shall be deemed waived; and
2. Prior setlement in full of all the Contractor’s

The following are excluded from the scope of this warranty, and in respect of which the

Contractor have no liability:

Defects caused, or contributed to, by mismanagement, negligence or willful default (including, without limitation, improper use of the Vessel) by the Client, its employees, agents, or by third parties;
Fire, accident, or perils of the seas;
Normal wear and tear;
Remedial works performed by any person other than the Contractor or its agents and subcontractors, unless authorized by the Contractor in writing;
Any defect occurring as a result of any improper treatment by the Client, its employees or agents, or by any third party, including without limitation damage through putting the Vessel into service before full curing, and incorrect use of soaps, solvents, polishes, or other cleaning or maintenance products;
Any defect occurring as a result of the presence of silicone-based products or other contaminants;
Any defect occurring as a result of the application to existing coatings of any surface treatment product of which the Contractor did not receive prior notification;
Any imperfections in metallic and pearlescent coatings, whether apparent when viewed inside the cover or in natural light, and any re-shoots of these coatings, unless directly atributable to an application error;
Any tension lines or print-through from previous or new The Parties acknowledge that tension lines and print-through are generally caused by a different “Shore-D” hardness between existing fairing and the fairing compound applied to repair patch. The Contractor will make reasonable efforts to reduce the risk of the same, by using the same or similar fairing compounds and correctly tapering repairs, but the Contractor is unable to guarantee that old tension lines will not reappear, or that new ones will not appear;
Any cracks, print-through, delamination, deﬂection or other defect caused by movement or ﬂexing of the substrate or any other cause over which the Contractor has no control;
Any defects arising from works undertaken or materials applied prior to the Refit Works, except in circumstances where the Contractor has expressly agreed to in writing to rectify such defects;
Any blisters, corrosion, cracks, or other defects appearing in areas not worked on by the Contractor, or in areas which were worked on but where such defects were not previously present, or in areas where full access to the source of any blisters, corrosion, cracks, or other defects were not obtained, or in areas adjacent to wood, spot welds, seams of, or areas adjacent to, dissimilar materials or any stress point, or where fittings have been installed by others and/or correct isolation has not been achieved, or was not possible due to design limitations;
Any impact on the underlying coatings or substrate as a result of any change in the topcoat color;
Any damage caused by travel lift, dry docking, or slipway;
Any defect caused by static build-up as a result of incorrect or defective earthing of the Vessel and/or of any scaﬀolding not provided by the Contractor or the Contractor’s team; and
Any reappearance of any corrosion, blisters, cracks, or other defects treated by the Contractor, insofar as the remedial works were reasonably carried out by the Contractor, the source of the defect could not be accessed by the Contractor, or any such defect is due to a design fault of the Vessel.

In the event that repairs, or partial finishing works are carried out on old, worn, faded, under-cured, or in any other way defective surfaces, or where patch repairs are carried out on metallic ore pearlescent coatings, areas of new paint may be readily detectable. The Contractor will, in all such cases, make reasonable eﬀorts to minimize the noticeability of the aﬀected area, but cannot guarantee that newly repainted areas will perfectly match the finish of surrounding areas.
In the event of any product failure, the Contractor shall not be responsible for rectification of the defect but shall assign or otherwise transfer, whenever possible and applicable, to the Client the benefit of the paint manufacturer’s warranty. The Client acknowledges that its recourse shall, in such circumstances, be limited to claims against the
Repairs carried out under this clause shall be warranted for a further 6 months from the date of repair with a maximum of 18 months from the date of acceptance of the original
Following completion of the Refit Works, the Contractor’s sole and exclusive liability shall be to refinish any defect falling within the scope of, and duly notified in accordance with, this Clause. The Contractor’s liability shall be limited to the cost of the labor and materials necessary to remedy any defect falling within the scope of this Clause and excludes any third-party costs, including without limitation, costs of transporting or delivering the Vessel to the location where the warranty works will be carried out; travel and other displacement costs; berthing, hauling, dry-docking, hard standing; disassembly, re-assembly, scaﬀolding, covering, fittings, caulking and teak removal; shed costs or shipyard charges or any kind whatsoever; water, electricity, trash removal and other
The Contractor shall not be liable for any defects other than as set out in this Clause, the provisions of which replace and exclude any other liability, guarantee, warranty and/or condition imposed or implied by law or custom, statutory, or otherwise.

16. Insurance:

The Contractor is covered by BRK-Marine Liability-MUA insurance policy which covers any damage caused to the Vessel by Cruise Control Yacht Services, LLC for up to $1,000,000. A certificate and conditions of this insurance policy are available upon The safety and security of the Vessel and crew shall at all times be and remain the responsibility of the Client. The Client shall maintain hull and machinery, P&I (liability) and crew insurances on customary terms throughout the period of Refit Works, time which the Client shall, to the fullest extent permited by law, be fully responsible for all risks, claims, and liabilities of whatever nature in any way connected with the Vessel and/or its crew.
Notwithstanding that the cost of the Refit Works may be or become the subject of an insurance claim, the Client accepts and acknowledges its liability in respect of the full cost of the Refit Works, including without limitation the timely payment thereof, regardless of any delay, declination, or other failure in relation to any such insurance claim.

17. Limitation of Liability:

Notwithstanding any other provision of the Contract, except as expressly provided in Clause 15, the Contractor shall, to the fullest extent permited by law, have no liability to the Client except in circumstances of gross negligence or willful default by it or by its employees, agents, or subcontractors and any such liability shall, in any event, be limited to the value of the work
Further, the Contractor shall have no liability for any consequential or indirect loss, damage, expense or costs, or for any loss of business or business opportunity, loss of use of the Vessel or loss of charters or charter revenue, whether arising from any delay to or extension of the period of the Contracted Works or from any defective works or the requirement for, or any defect in, any warranty works, or
The Client undertakes to indemnify, keep indemnified and hold harmless the Contractor against any third-party claims in any way related to the Refit Works and which are caused or contributed to by the breach of contract, negligence, gross negligence, or willful default of the Client or those for whom the client is responsible.
No employee or agent of the Contractor, including subcontractors, suppliers, and other for whom it may be responsible, shall under any circumstances whatsoever be under any liability of any kind to the Client for any loss, damage, or delay of whatever kind arising or resulting directly or indirectly from any act, neglect, or default on its part while acting in the course of or in connection with their employment or otherwise engaged in or about the performance of the Contracted Works and, without prejudice to the generality of the foregoing, every exemption, limitation, condition, and liberty herein contained and every right, exemption from liability, defense and immunity of whatever nature applicable to the Contractor or to which the Contractor is entitled hereunder shall also be available and shall extend to protect every such other person or entity as aforementioned and for the purposes of the foregoing provisions of this sub-clause the Contractor is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all such persons and entities who shall to this extent be or be deemed to the parties to this

18. Law and Disputes:

The Contract shall be governed by and construed in accordance with the laws of the State of
All disputes between the Parties (except for technical disputes, as referred below) shall be referred to the exclusive jurisdiction of the courts of Broward County,
The prevailing party shall be paid all legal fees and any other costs associated with any dispute and any subsequent appeal, through all levels of Florida law shall control all oral representations, conversations, and promises which are hereby merged into this Contract, and the Contract represents the exclusive evidence of the Parties’ agreement.
The Parties may refer technical disputes (being disputes or claims regarding any technical mater arising out of or relating to the Refit Works and/or the condition of the Vessel prior to commencement of the Refit Works) to a suitably qualified independent expert agreed between them (the “Technical Expert”) who shall submit a determination within 21 days of receiving the Parties’ request and whose opinion shall be final and
Any claim which the Client may have against the Contractor shall be deemed to have been irrevocably withdrawn and/or have lapsed, unless previously satisfied, setled, or withdrawn, if proceedings in respect of such a claim have not been issued and served on the Contractor within 12 months of the date of the Protocol of Acceptance and the Contractor shall thereafter have no further liability to the Client howsoever

19. Miscellaneous:

The Client’s signature of the Proposal or, absent of that, payment of the Contractor’s first invoice shall constitute full acceptance of its contents including all specifications and these Terms and
Neither this Contract nor any claim or right the Client may have hereunder, may be assigned or otherwise transferred without the Contractor’s prior writen consent.
Should any provision of the Contract be or become invalid or be held to be a violation of an applicable law, statute, or regulation, the shame shall be deemed deleted but the remaining provisions shall remain in full force and effect. The Contractor and the Client shall strive to agree on a replacement provision that matches, to the closest extent possible, the purpose and effect of the invalid provision in a legally effective manner.
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 any Party of that or any other right, power, or remedy.
No modification, amendment, or alteration of any provision of this Contract shall be effective unless in writing and signed by both
Words in the singular shall include the plural and, in the plural, shall include the singular. Clause headings are inserted for convenience of reference only and shall not be taken into account in the interpretation of this
Notices and other communications pursuant to the Contract shall be in writing, in the English language, and should be delivered via email or traceable mail to the Parties’ information, found within this Proposal.