CT Marine Surveys Ltd, to be referred to as

                  ‘we, us, our’

And

                  ‘the Client’

Collectively to be referred to as -                       

                  ‘The Parties’

Boat to be surveyed

1

Pre-purchase / condition survey including valuation.

2

Hull & Deck structure survey.

3

Hull only external inspection [Osmosis check].

4

Insurance condition survey.

5

Additional valuation.

6

Miscellaneous inspection.

Guide to Scope of Work shown in additional pages ‘Limitations of Survey’

Date: 

DEFINITIONS

Agreed Indemnity Limit:

Under no circumstances shall our liability exceed a total of (10) times the fee payable hereunder.

‘Survey’ & ‘Survey Report’ – The Survey & Survey Report that form the subject matter of this Agreement.

SURVEY FEE

£           including the costs of travel, subsistence & accommodation, will be charged in addition in accordance with clause 4 of the terms below.

This Agreement is made subject to the following terms:

1

1.1

Limitations of liability

All services & reports are provided for the named Client’s use only. No liability of whatever nature is assumed towards any other party & nothing in these terms, or the relationship between the Client & us shall confer or purport to confer on any other third party a benefit or the right to enforce any provision of these terms. The provisions of the Contracts [Rights of Third Parties] Act 1999 shall not apply to the Agreement & any person who is not a party to the Agreement shall have no right under that Act to enforce any term[s] of the Agreement.

1.2

We shall undertake the services to which these terms relate with reasonable care, skill & diligence. Notwithstanding any other provision of these terms or any other agreement reached between the Parties we shall not be liable under the Agreement for any loss or damage caused in circumstances (1) where there is no breach of a legal duty of care owed to the Client by us or those for whom we are responsible or (2) where, notwithstanding any breach as aforesaid, any loss or damage is not a reasonably foreseeable result of any such breach.

1.3

We shall not be responsible for loss or damage or any increase in loss or damage resulting from any material breach by the Client of any term of the Agreement.

1.4

Any claim by the Client in respect of any breach of our obligations hereunder must be notified to us as soon as is reasonably practical after the Client becomes aware of the breach. Where any breach is capable of remedy, we must be afforded a reasonable opportunity to put matters right at our expense.

1.5

The Client covenants with us & our servants & agents that no such servant or agent shall in any circumstances whatsoever be under any liability for any loss arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in connection with his employment &, without prejudice to the generality of the foregoing, every exemption, limitation & condition herein contained & every right, exemption & limitation of liability applicable to us or to which we are entitled hereunder shall also be available to protect every such servant or agent acting as aforesaid & for the purpose of the foregoing provisions we are or shall be deemed to be acting as agents or trustees on behalf of & for the benefit of all persons who are or might be our servants or agents from time to time & all such persons shall to this extent be or deemed to be parties to these terms.

1.6

The Client acknowledges & agrees that, for reasons of commercial practicality, it is necessary for us to limit our potential liability in respect of loss or damage suffered by the Client as a result of any breach by us of any of our obligations under the Agreement, as such, the Client acknowledges & agrees that no liability howsoever arising whether under the Agreement or otherwise shall attach to us except insofar as such liability is limited to the Agreed Indemnity Limit.

1.7

Our liability shall not extend to particulars, data & other information given to us by others or obtained from outside sources, publications & the like reasonably relied upon by us, including Class records, registry details or other such information & no assurances can be given regarding the accuracy of the same.

1.8

Unless otherwise stated in writing, all services & reports are provided on the basis that they carry no guarantee regarding ownership or title, freedom from mortgages or charges, debts, liens or other encumbrances or vessel stability, performance or design.

1.9

The Client shall be responsible for any losses, expenses or other costs reasonably incurred by us that are caused by a breach of the Client’s obligations to us hereunder:

1.10

We shall not be liable in respect of any breach of our obligations hereunder resulting from unforeseeable causes beyond our reasonable control

1.11

1.12

1.12.1

1.12.2

1.12.3

1.12.4

Our liability shall expire 12 months after completion of the services in respect of which is alleged to arise and we shall thereafter have no liability in respect of those services and / or any alleged default in connection with the provision thereof;

we shall have no liability whether in contract, tort or otherwise:

in respect of any consequential or economic loss or for loss of profit or turnover or loss of use suffered by the Client howsoever arising, whether under the Agreement or otherwise, & without prejudice to the generality of the foregoing we shall not be liable for any consequences of late performance of the Survey and/or late delivery of the Survey Report.

in respect of any breach of our obligations hereunder of which written notification shall not have been given within fourteen days of the date on which the Client ought reasonably to have become aware of the existence of such breach.

in respect of any loss, injury or damage sustained as a result of (1) any defect in any material or workmanship, or (2) the act, omission or insolvency of any person other than ourselves, & we shall have no liability to indemnify the Client in respect of any claim made against the Client for any such loss, injury or damage.

our liability shall be limited to the amount for which we would have been liable but for the application of this paragraph less such sum(s) as would have been recovered by us from any other advisor or contractor pursuant to the Civil Liability [Contribution] Act 1978 had we brought proceedings there against such parties [they being deemed to have undertaken liability in no less onerous terms in favour of the Client than those contained herein] for a contribution or indemnity awarded in those proceedings.

1.13

Notwithstanding any other provision of the Agreement:

1.13.1

1.13.2

all survey work undertaken hereunder shall be on terms that, unless otherwise stated in writing, no guarantee is given against faulty design, latent defects or of suitability of the vessel or other item for any particular purpose or of compliance with any particular local, national or international requirement or code, & opinions are given without the benefit of running of machinery or opening up or other dismantling whether of interior linings, machinery or other items or systems.

[Survey is subject to specific limitations with regard to access, opening up, dismantling, running or machinery etc that may be additional to those mentioned above. These limitations may vary from survey to survey & will be stated within the report in addition to those mentioned here.]

we shall have no liability whether in contract, tort or otherwise in respect of the consequences of late, incomplete, inadequate, inaccurate or ambiguous instructions, or the non-disclosure by the Client of relevant information.

2

2.1

2.2

Surveys

The Client’s instructions, & the scope of our services hereunder, are as defined in the Scope of Work. Any subsequent changes or additions to the Scope of Work must be agreed in writing by the Parties.

The Client undertakes to:

2.2.1

2.2.2

ensure that full instructions are given to us & are provided in sufficient time to enable the required services to be performed effectively & efficiently. The Client agrees to disclose to us all relevant information of which they have knowledge, or to which they have access, in relation to the vessel to be surveyed; and

procure all necessary access to premises & vessels [including lift-out, trials & facility for inspection ashore & afloat as appropriate] for no less than such a time as shall in each particular circumstance be reasonable, to enable all appropriate inspections & tests to be undertaken or performed, & to ensure that all appropriate safety measures are taken to provide safe & secure working conditions, provided that in the event of any breach of these requirements causing any failure on our part to undertake the Scope of Work the Client shall be responsible for all consequential costs incurred by us & in respect of any element of the Scope of Work undertaken.

2.3

To the extent that we are so instructed, we will inspect the vessel as thoroughly as is practicable & will endeavour to comment on the more important items where, in our reasonable opinion, major costs consequences are considered likely to arise. It follows that we cannot comment on every minor matter but we will try to point out where small factors may become more serious. Our intention is to report on the integrity of the main structural or physical elements of the vessel so far as can reasonably be ascertained from a visual inspection of the vessel at its location at the time of the survey.

The Client accepts that our survey report(s) cannot cover hidden, unexposed or inaccessible areas of the vessel; neither can we undertake to investigate areas we believe to be inaccessible at the time of inspection. Where we are unable to gain access to areas commonly accessible, we will endeavour to point this out.

2.4

In every case, we recommend a full survey of a vessel, to include inspection of the vessel while lifted & while in the water. Where we accept instructions to survey a vessel solely on the basis of an inspection of the vessel while located out of the water, we make no representation & give no warranty as to the watertight integrity of the vessel.

3

3.1

Valuations

All valuation work undertaken shall be in accordance with the Scope of Work & shall be on terms that, unless otherwise stated in writing, such work relates solely to the data & place referred to. Valuations are based on opinions only & are not representations of fact, nor do they carry with them any guarantee of the particulars or information on which opinions are based. Valuations assume a willing buyer & willing seller & market conditions applicable at the time of valuation or such other date as is expressly referred to.

Valuations are carried out in addition to and separately to any survey undertaken. A valuation [if carried out] will be charged for in addition to any survey & report.

4

4.1

Fees

The Survey Fee and all expenses shall become due and payable on such terms and in such amounts as shall be agreed from time to time.  VAT or other EU equivalent shall be payable, if applicable, in addition to all fees and expenses.  Invoices will be submitted and become due for payment before the survey takes place.

5

5.1

5.2

6

6.1

7

7.1

7.2

7.3

7.4

7.5

7.6

7.7

Default

Client default; we may terminate the Agreement forthwith if the Client fails to pay any sum due, or if the Client fails to respond promptly to requests for information and/or instruction, without prejudice to our accrued rights.

Other defaults; either party may terminate the Agreement forthwith by notice if the other party shall: have a petition presented for its winding up or administration which is not discharged within 14 days of presentation or any other action is taken with a view to its winding up [otherwise than for the purpose of reorganisation or amalgamation without insolvency] or become bankrupt or commit an act of bankruptcy, or make any arrangement or composition for the benefit of creditors, or have a receiver or manager or administrative receiver or administrator or liquidator appointed in respect of any of its assets, or have anything analogous to any of the foregoing under the laws of any jurisdiction occur to it, or cease or threaten to cease to carry on business; without prejudice to the accrued rights of the other party.

In the event that any provision of these terms is held to be a violation of any applicable law, statute or regulation the same shall be deemed to be deleted from these terms & shall be of no force or effect & these terms shall remain in full force & effect as if such provision had not been contained therein. Notwithstanding the foregoing, in the event of any such deletion the Parties shall negotiate in good faith in order to agree the terms of an acceptable alternative provision.

References to ‘we’, ‘us’, & ‘our’ include our employees & persons, firms & companies appointed or engaged by us as our agents for carrying out any work or services under these terms, all persons, firms & companies to whom performance of any work or services under these terms is subcontracted or delegated by us, & all agents & employees of persons, firms & companies referred to in this clause.

Any communication required to be given under these terms by either party shall be in writing & shall be sufficiently given either by letter, fax or electronic mail [provided the same is capable of being recorded by the recipient in durable form] sent to the other at the contact details previously notified & any such notice shall be deemed to have been given at the same time at which it would in the ordinary course of transmission have been received.

Each party undertakes to maintain the confidentiality of all information supplied by the other & not to divulge such information to third parties without the prior written authority of the other.

See also; ‘Limitations of Survey’