1. APPLICATION
1.1. These standard terms and conditions find application to all Marine Services provided by Legacy Marine (Pty) Ltd and can only be varied by written agreement duly signed by Legacy Marine’s authorised management team.
1.2 In the event that specific terms and conditions are agreed to by means of a specific quotation and/or a Manufacturing Agreement, such agreed conditions will take preference over these standard terms and conditions in the event of a conflict.
1.3 Where a quotation or Manufacturing Agreement does not address a specific item, which item is addressed in these standard terms and conditions, these standard terms and conditions will apply in conjunction with the terms of the quotation and/or Manufacturing Agreement.
2. INSTRUCTIONS
2.1 Clients are urged to issue instructions, specifications, variation orders and authorize all such in writing to avoid possible interpretation complications.
2.2 Whilst all care and attention will be taken in the interpretation of Client’s requirements, Legacy Marine will not accept responsibility or liability for any services, works or products which are supplied based on verbal instructions.
2.3 Legacy Marine only constructs vessels in accordance with quoted costs based on signed off client instructions, drawings and schematics while any variation, addition or omission is charged for accordingly.
3. PROPOSALS AND QUOTATIONS ISSUED
3.1 The Client ultimately bears the responsibility to ensure that Legacy Marine has recorded the Client’s instructions accurately in their quotation and supporting documentation accompanying the quotation in terms of quantity and specification prior to signing Manufacturing Agreements or issuing build instructions.
3.2 Unless otherwise stated on the submitted Quotation, Proposal or Tender submission, terms and pricing provided are valid for a period of 14 days and prices submitted and yard capacity will need to be reviewed after the validity period.
3.3 Legacy Marine reserves the right to withdraw any quotation, proposal or tender prior to written acceptance being received.
3.4. Any items not specifically listed on the quotation and supporting documentation accompanying the quotation are regarded as excluded from the quotation.
3.5. Notwithstanding the validity period and/or acceptance of the quotation Legacy Marine reserves the right to:
4. PRICES
4.1. All charges levied are quoted exclusive of VAT unless otherwise stated.
4.2. Should an Export transaction be entered into and concluded as a Zero Rated Vat transaction and VAT becomes applicable thereafter for whatsoever reason, the Client will be liable for payment of such VAT to Legacy Marine. Legacy Marine shall advise the Client as soon as it becomes aware of such a possibility.
4.3. Prices are not subject to any discounts unless otherwise agreed in writing and signed by Legacy Marine.
4.4. If any discount agreed to is subject to any specific payment or alternative conditions, such discount shall only be allowed if such conditions are complied with by the Client in full and on time, failing which the discount agreed to will cease to apply to the transaction.
4.5. Only Directors and Executive members of Legacy Marine are authorised to provide discounts and Legacy Marine will not be bound by discounts offered by unauthorised staff members.
5. PAYMENTS
Payment Terms
5.1. Payments are to be made within seven (7) days of an invoice being provided to the Client.
5.2. All payments are to be made by the Client without any set off and/or deduction.
5.3. Generally Legacy Marine requires a deposit prior to commencement which will be reflected in the payment terms section of the quotation, proposal or tender submitted.
5.4. The Client acknowledges that Legacy Marine will not allocate a building slot or commit to the ordering of equipment for the vessel build, until the Deposit is paid, and if it is not paid within a maximum of 14 days from invoice, Legacy Marine may (at its option) terminate the build.
5.5. Final payments are required prior to a vessel leaving the boat yard.
Method of Payment
5.6. For security reasons, Legacy Marine prefers that all our accounts be paid by EFT.
5.7. Should a Client wish to settle outstanding amounts in cash, the Client must insist on a receipt being issued to the Client.
5.8. Use of Financial Instruments (e.g. Letters of Credit, Bank Guarantees etc.) will only be allowed by specific written agreement with Legacy Marine and approval of Legacy Marine’s financial institution.
5.9. Clients are cautioned that the approval and negotiations applicable to the use of Financial Instruments generally delay the signature of the Manufacturing Agreement due to involvement by external financial providers.
5.10. Any banking costs, as well as costs relative to the use of any financial instruments to effect payment, will be for the Client’s account.
5.11. Any payment made and not cleared into Legacy Marine’s commercial current or CFC account will not be deemed as settlement or discharge any debts until funds are cleared. Clients are advised to ensure that funds are tracked until final clearance and authorization has been affected by Legacy Marine’s financial institution.
Delays in Payments
5.12.Legacy Marine will cease all works and orders should any delay in payment be experienced and will not be responsible for any delays to the vessel build and/or supplier deliveries thereafter.
5.13. In the event of a delayed payment, the delay impact on the vessel build will not necessarily coincide with the period of delay experienced with the payment as Legacy Marine will accept alternative builds during any delayed payment period.
6. SPECIFICATIONS
6.1. Legacy Marine will construct the Client’s vessel(s) in accordance with our good boat building practices and codes.
6.2. All specifications are approximate and subject to generally accepted margins of tolerance relative to the OEM Equipment and materials being selected as well as the type of vessel-craft being constructed.
6.3. While Legacy Marine will endeavour to supply each vessel as referenced in our general specifications, Legacy Marine reserves the right to revise these specifications at its sole discretion in light of new developments or changes in technology, production methods, build techniques, legislative requirements as well as for design enhancement and development purposes.
6.4. Legacy Marine furthermore reserves the right to carry out amendments in order to:
6.5. Legacy Marine will endeavour to keep changes to a minimum and will suitably inform the Client of any such changes to the issued specifications.
6.6. Should the Client require any changes to the Specifications provided by Legacy Marine, such changes will only be incorporated into the build with the approval and agreement of the Projects assigned Design, Survey, Regulatory and Build team.
6.7. Should such changes required by the Client have a material impact on the build or the build schedule, Legacy Marine reserves the right to refuse or mitigate such changes
6.8. Any changes, additions, omissions or variations to the vessel may affect the specifications offered and could lead to an increase in costs and an extension to the intended delivery dates.
6.9. Any technical specifications and/or information contained in Legacy Marine’s advertising, sales and technical literature is provided for general guidance only, is not regarded as exhaustive, and forms no part of the Contract unless specifically agreed to in writing.
6.10. Except for signed off performance specifications, Legacy Marine cannot guarantee that vessel specifications and performance will be suitable for uses other than the intended use of the vessel.
7. COMPLIANCE WITH REGULATIONS, REGISTRATIONS AND LAWS
7.1. The Client is responsible for ensuring that the vessel, all ancillary equipment, and the crew of the vessel comply with the relevant registrations, regulations, legislation and compliance requirements of the Country in which the Client intends to operate, as per the Maritime Laws of such Country.
7.2. The Client will be responsible for any Class Society build and flag registration if required for the practical use of the vessel.
8. SAFETY AND BUILD STANDARDS
8.1. Legacy Marine generally works with the South African Maritime Safety Authority (SAMSA) in respect of vessel safety inspections and approvals in South Africa.
8.2. Any additional rating, approval, certification or licencing requirements of the Client will need to be agreed to by Legacy Marine in writing and needs to be disclosed by the Client when providing their initial build instructions, failing which the quotation will be subject to changes.
9. DELIVERY
9.1. While Legacy Marine will do its utmost to meet the delivery dates and build periods agreed to in good faith, we will at all times endeavour to update the client as to the progress of their vessel and any potential delays that may be encountered.
9.2. The Client agrees and understands that the construction of a vessel contains many variable elements which may result in unforeseen delays. Examples of typical items causing delays, without intending to be exhaustive, are:
9.3. As such, any delivery dates specified for a vessel is regarded as an estimate only and any failure to comply with such delivery date will not constitute a breach by Legacy Marine unless contracted as such.
9.4. Legacy Marine will not be liable for any direct, indirect, consequential loss, costs, damages, charges, expenses, loss of profits or any other amounts due to a delay in delivery.
9.5. The Client will not be entitled to cancel the order in the event of a delayed delivery due to conditions beyond our control.
9.6. Legacy Marine will not accept liability for any claims unless written notice of the intended claim is received while Hard or Sea Trials are being concluded.
Delivery at the Legacy Marine Yard
9.7. Except where otherwise specifically agreed to by Legacy Marine, delivery shall be made to the Client at Legacy Marine’s yard and the Client will be responsible for the transportation of the vessel to the end destination.
9.8. Unless Legacy Marine agreed otherwise, the Client will accept delivery at the Legacy Marine Yard within 14 (fourteen) days after Legacy Marine notifies the Client that the vessel is ready for delivery.
9.9. Should a date for delivery be agreed upon and the Client fails to take delivery on the agreed date, or within 14 days from notification if no agreed date, all expenses relative to such failure will be payable by the Client which shall include storage costs and insurance costs, where insurance costs are applicable.
9.10. Should the Client fail to accept delivery as stated above, Legacy Marine shall take no responsibility for the safekeeping and/or deterioration of the vessel and such risks pass to the client on the applicable delivery date
Delivery at an Alternative Location
9.11. Should Legacy Marine at the Client’s request agree to engage a carrier to transport the goods on behalf of the Client, then:
Delivery Costs
9.12. Unless otherwise agreed in writing, all costs, taxes and duties relative to the shipping of the vessel within or outside the Republic of South Africa will be payable by the Client.
10. OWNERSHIP
10.1. Notwithstanding the delivery of a vessel to the Client prior to full payment, where agreed to by Legacy Marine in writing, ownership thereof shall not pass until the Legacy Marine has received payment of the full contract price.
11. WARRANTY PERIODS
11.1. Legacy Marine will manufacture vessels free of defects in material and workmanship, subject to the terms, conditions and limitations set out in the Manufacturer’s Warranty Statement.
11.2. Legacy Marine generally provides a limited one (1) year on-site Warranty on the Hull of a vessel.
11.3. Legacy Marine’s liability under this warranty shall be limited to repairing or replacing any goods and Legacy Marine will not be liable for any further costs and/or damages of any nature due to a warranty claim.
11.4. No off-site warranty is provided and Legacy Marine shall not be liable for any expenses in respect of transport and/or delivery and/or any related expenses which may be incurred in returning, repairing, replacing or rejecting the parts, apart from the cost of the parts or labour.
11.5. OEM Equipment used in the vessel carries its own warranties, the terms and period thereof, being as per the OEM Provider’s warranty provisions, which the Client will claim from the OEM Provider with Legacy Marine’s assistance where applicable.
11.6. Clients are required and cautioned to familiarise themselves with the terms of the Warranty available from the Legacy Marine website (enter hyperlink) as specific Client requirements are contained in such Warranty Statement.
12. RIGHT OF SALE AND DEPOSIT RETENTION
12.1. In the event of a payment or delivery date for the vessel being delayed by the Client for more than 60 Days from the date of payment or the date of delivery, Legacy Marine is entitled to sell the vessel either by means of private auction or to third party, in which event any balance remaining, after deduction of storage and related sale costs, will be re-paid to the Client after conclusion of the sale.
12.2. Should the vessel be in the build process, and an interim payment is delayed by the client for more than 60 Days from the payment date, Legacy Marine may cancel the agreement and the Client will forfeit the deposit paid. In such instance, any stock purchased for the vessel will be handed over to the client, in proportion to the deposit paid.
13. INTELLECTUAL PROPERTY
13.1. While providing the services required by the client, Legacy Marine’s efforts may result in the creation of intellectual property. The Client shall have sight of, or access to, confidential information and intellectual property of Legacy Marine, for example, without limitation, items such as pricing, designs, specifications etc.
13.2. Unless pre-arranged, in writing, and agreed to by both parties, such intellectual property shall remain the property of Legacy Marine and will be made available to the client strictly for use in relation to the purpose for which it was acquired.
13.3. The Client is not entitled to disclose such information to any third party without the written consent of Legacy Marine.
14. LIMITATION OF LIABILITY
14.1. Legacy Marine’s total liability for any claims of any nature relating form the build of the vessel in any manner or form will be limited to the price of the vessel.
14.2. Under no circumstances whatsoever will Legacy Marine be liable to direct, indirect, consequential, financial, economic losses, or loss of profit, income, business or opportunity.
15. INDEMNITIES
15.1. Each party assumes the risk of loss of, or damage to that party’s property or the property of the party’s contractor and suppliers at every tier and of the bodily injury (including death) to the employees of that party and its said contractors and suppliers.
15.2. Each party shall indemnify, defend and hold harmless the other, its officers, agents, employees, contractors and suppliers at every tier from all claims from any person for damage, loss or bodily injury, under this provision, whether or not caused in whole or in part by the active or passive negligence of the indemnitee, provided however, that this indemnity shall not apply to willful acts or gross negligence.
16. GENERAL
16.1. No failure or delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right, power or privilege.
16.2. No indulgence, leniency or extension of time which any party (‘the grantor’) may grant or show to any other/s shall in any way prejudice the grantor or preclude the grantor from exercising any of its rights in the future.
16.3. If any clause or term of these Standard Terms is found to be invalid or unenforceable, then the remaining terms and provisions of this Agreement shall be deemed to be severable therefrom and shall continue in full force and effect unless such invalidity, unenforceability or illegality goes to the root of this Agreement.