Terms & Conditions
- The Scope of Work, Project Quote, and/or Purchase Order define and limit our services for this project and incorporate these Terms & Conditions. If you have any questions please let us know. Logan Diving & Salvage (“LDS”) wants to have a clear understanding as to the Scope of Work, Project Quote, and/or Purchase Order and related terms before any work commences. Your request and acceptance to the presence of LDS employees on the worksite, and/or the commencement of any work or delivery of any materials pursuant to any oral request, Scope of Work, Project Quote, or Purchase Order creates a binding contract (collectively “Agreement”) with LDS and incorporates these Terms & Conditions. This Agreement contains the entire understanding of the Client and LDS as to this project, and is made without reliance upon any oral or written promise, warranty or representation not specifically stated within this Agreement. This Agreement can only be changed or modified in writing and signed by both parties.
- LDS will give the Client a reasonable opportunity to review and inspect the work and materials provided pursuant to the Agreement (“Work”) provided to the Client. By accepting any goods delivered to the Client, Client acknowledges that such Work is in accordance with the Agreement and otherwise conforming as defined under Fla. Stat. §§672.001 et seq. In the event the Client rejects any Work, such rejection must be in writing and delivered to LDS within three (3) days of completion of the Work or any phase of Work, specifying the reason for rejection; otherwise the rejection is invalid. LDS wants the Client to be completely satisfied and will work to see that all Work and materials meet with Client’s approval.
- Upon delivery of any materials or supplies, ordered by LDS, to the project location, the risk of loss or damage passes immediately to the Client and LDS assumes no responsibility. The Client represents that there is sufficient insurance coverage to cover such risk of loss and that LDS will be the loss payee for any claim of loss until title passes to the Client. Title to any such materials will pass to the Client only after the final payment for all invoices has been made to LDS. This paragraph does not apply to any Client supplied materials, which shall remain as Client’s risk of loss or damage.
- Any additional work performed or upgrade of materials, including any special orders or other purchases made beyond the original Agreement on this project will be invoiced upon authorization by the Client and shall be in writing signed by the Client and LDS. Any change orders or supplemental work must be in writing and signed by Client and LDS.
- Client releases and holds harmless LDS from any and all claims for any damages to persons or property directly or indirectly caused by or related to (1) any delays in delivery or shipment of any materials, (2) any damage to materials in delivery or shipment, and (3) any defect in the design or manufacture of any materials or Work, including any latent defects or hazards. LDS shall have no liability for delays or any other breach of its obligations resulting from an Act of God, war, riot, explosion, accident, act of government, work stoppage, default of subcontractor or supplier of materials, or any other cause beyond the reasonable control of LDS. In no event shall LDS be liable for any special, indirect, incidental or consequential damages, including loss of profits or business interruption or loss of use of equipment, however caused, arising from the Work provided pursuant to this Agreement.
- Client may cancel this Agreement upon written notice to LDS and payment of an agreed upon cancellation charge, which shall include all costs incurred by LDS prior to the cancellation plus a reasonable profit. A Purchase Order may be suspended or delayed by Client with LDS’s prior written consent. If LDS agrees to a suspension or delay, Client shall reimburse LDS for all costs incurred up to the date of such suspension or delay, plus a reasonable profit. All other costs related to and risks incidental to resumption of the Work shall be borne by Client.
- Client shall make available in a timely manner at no charge to LDS all drawings, technical data, measurements, or other information and resources reasonably required by LDS for the performance of the Work. Client will be responsible for, and assumes the risk of any problems resulting from, the content, accuracy, completeness and consistency of all such data, materials and information supplied by Client.
- Unless otherwise noted, the Client has not advised LDS of any known, hidden, or latent hazards, dangers or defects existing on or at the project location. Any known, hidden, or latent hazards, dangers or defects existing on or at the project location must be disclosed to LDS in writing before Work begins.
- Any warranties related to any materials are by the original seller or manufacturer and any such warranties are transferred to the Client along with the title to the materials. LDS makes no express or implied warranties as to any of the Work or materials and specifically excludes any such warranty as to the merchantability or fitness of any Work or materials. There are no warranties that extend beyond the face hereof.
- Unless otherwise specifically set forth in the Agreement, all documents, including drawings, specifications, computer files, electronic media, data, engineering calculations, notes, and other documents and instruments prepared or furnished by LDS (collectively the “Documentation”) are the property of LDS. LDS shall retain all common law, statutory and other reserved rights, including copyright, applicable to the Documentation. The Documentation is not intended or represented to be suitable for use on any other project. Any reuse of the Documentation without written verification or adaptation by LDS for the specific purpose intended is prohibited and will be at Client’s sole risk and without liability or legal exposure to LDS. Client agrees to defend, indemnify and hold LDS harmless against all claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from or in any way connected with the unauthorized use or modification of the Documentation by Client or any person or entity that acquires or obtains the Documentation from or through Client without the written authorization of LDS.
- Each party shall retain ownership of all intellectual property it had prior to commencement of the Work on the project. However, LDS shall own exclusively all rights in any ideas, inventions, or works of authorship created in or resulting from the project, including but not limited to all patent rights, copyrights, moral rights, rights in proprietary information, trademark rights and other intellectual property rights, and Client will execute assignments as necessary to achieve that result.
- The parties agree to comply with all applicable federal, state, or local laws in connection with the Work being provided pursuant to this Agreement.
- Client may not assign this Agreement without the prior written consent of LDS. Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against LDS. LDS’s Work is being performed solely for Client’s benefit, and no party or entity shall have any claim against LDS because of this Agreement or the performance or nonperformance of the Work.
- This Agreement shall be interpreted under the laws of the United States and Florida, excluding the choice of law provisions. LDS and Client agree that any dispute arising out of this Agreement shall be brought in the exclusive venue of Duval County, Florida, before the court of appropriate jurisdiction, saving only the enforcement of any maritime liens, which shall be enforced where the vessel or security is found. All Work by LDS that is performed upon a vessel, is performed pursuant to the laws of the United States, excluding its choice of law provisions, and LDS shall be entitled to all rights and remedies pursuant to the Maritime Commercial Instruments and Lien Act, 46 U.S.C. §§ 31301-31343; and Fla. Stat. §§713.60, 713.61 & 713.64.
- If any part of this Agreement is determined to be invalid, it shall not invalidate the entirety of the Agreement, but shall be severable. The failure to enforce or adhere to any one provision of this Agreement is not a waiver of the rights, remedies, or requirements in this Agreement. In the event of any conflict in the Scope of Work, Project Quote, or Purchase Order with these Terms & Conditions, then these Terms & Conditions shall prevail.
16. The Client will accept invoices for the Work as submitted by LDS. All invoices are due upon receipt and incorporate these Terms & Conditions. Any invoice remaining unpaid after ten (10) days will accrue interest at the rate of 18% per annum, or the maximum allowable interest rate under law, whichever is greater. In the event collection efforts are required to secure payment of any invoice, LDS is entitled to recover all such collection costs, including court costs and a reasonable attorney’s fee and paralegal fee through investigation, negotiation, trial and any appeals. Client acknowledges that, in addition to any other remedies at law or in equity, LDS may recover any unpaid materials or Work from Client by an action for replevin and that LDS is entitled to record and enforce its rights as a lienor pursuant to the laws of the United States and Florida.
- The Client will accept invoices for the Work as submitted by LDS. All invoices are due upon receipt and incorporate these Terms & Conditions. Any invoice remaining unpaid after ten (10) days will accrue interest at the rate of 18% per annum, or the maximum allowable interest rate under law, whichever is greater. In the event collection efforts are required to secure payment of any invoice, LDS is entitled to recover all such collection costs, including court costs and a reasonable attorney’s fee and paralegal fee through investigation, negotiation, trial and any appeals. Client acknowledges that, in addition to any other remedies at law or in equity, LDS may recover any unpaid materials or Work from Client by an action for replevin and that LDS is entitled to record and enforce its rights as a lienor pursuant to the laws of the United States and Florida.