JEFFBOAT LLC
America’s Largest Inland Shipyard
Jeffboat Marine Repair
Standard Terms and Conditions
1. General. The following terms and conditions shall be applicable to the provision by Jeffboat LLC (“JEFFBOAT”) of marine repair services ordered by
Customer, as defined in a bid or email acknowledgement submitted by JEFFBOAT, from time to time (“Services”). THE ACCEPTANCE OF ANY OFFER
MADE BY JEFFBOAT FOR SERVICES IS EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS CONTAINED HEREIN. ANY
ACCEPTANCE BY JEFFBOAT IS MADE EXPRESSLY CONDITIONAL UPON THE CUSTOMER’S ASSENT TO THE TERMS AND
CONDITIONS SET FORTH HEREIN. Any terms and conditions contained in the Customer’s purchase order, acknowledgment, request for quotation or
other document, which are different from, in addition to, or vary JEFFBOAT’s terms and conditions shall not be binding upon JEFFBOAT and JEFFBOAT
hereby rejects such terms and conditions and objects thereto.
2. Prices and Payment Terms. Unless otherwise agreed, the fee for the Services shall be on a time and materials basis at the rate schedule in effect at the
time of acceptance. Payment in full is due upon completion of Services. JEFFBOAT may, at its option retain possession of any vessel until all amounts are
paid in full. A finance charge of 1 ½% per month may be charged on all past due accounts. Customer shall pay JEFFBOAT all costs incurred in collecting
any past due amount from Customer, including court costs and attorney fees. All applicable federal, state or local sales, use or excise taxes are the
responsibility of the Customer and shall be added to the price contained herein. Project pricing includes JEFFBOAT fees only. Any and all additional costs
and expenses, including but not limited to any costs associated with fleeting or holding vessels pending commencement of Services, awaiting redelivery to
Customer, or pending payment, will be billed to Customer at cost plus JEFFBOAT standard mark-up.
3. Changes. Customer shall pay additional fees for any changes which are outside the scope of agreed services on a time and material basis, at JEFFBOAT’s
then current rate schedule. Accepted orders are not subject to cancellation without JEFFBOAT being paid the amount of (a) any advance payment, (b) a
prorated portion of the fees due, or (c) hourly fees for the work performed, whichever is greater; plus, all expenses and costs.
4. Performance. Completion dates, if any, are approximate and are given by JEFFBOAT in good faith, but are not guaranteed unless otherwise specifically
agreed in writing. JEFFBOAT agrees to perform the Services with the same degree of skill and care that would reasonably be provided by similar marine
repair providers at the same time and in the same geographic location performing identical services. JEFFBOAT MAKES NO OTHER
REPRESENTATIONS OR WARRANTIES REGARDING THE SERVICES AND EXPRESSLY DISCLAIMS ALL OTHER IMPLIED OR EXPRESS
WARRANTIES, INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. JEFFBOAT does
not warranty equipment provided by third-parties, and Customer’s sole remedy with regard to such equipment shall be against the original manufacturer.
Customer’s sole remedy and JEFFBOAT’s sole liability for a breach of this Section is the obligation of JEFFBOAT to correct at its own cost any deficiency in
the Services. Customer must notify JEFFBOAT of any claims in writing to JEFFBOAT within a reasonable time after discovery, but in no event later than 30
days? after the performance of Services. Failure to provide notice as required herein shall constitute a waiver by Customer of any claims with respect thereto.
THE FOREGOING REMEDY IS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THIS SECTION.
5. Limitation on Liability. JEFFBOAT’S MAXIMUM AGGREGATE LIABILITY HEREUNDER SHALL NOT EXCEED THE FEES RECEIVED
BY JEFFBOAT FOR THE SPECIFIC SERVICES. IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL JEFFBOAT BE LIABLE FOR
INCIDENTAL, INDIRECT, SPECIAL, CONTINGENT OR CONSEQUENTIAL DAMAGES, BUSINESS INTERRUPTION, LOST PROFITS, OR
PUNITIVE DAMAGES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHER THEORY OF LAW, EVEN IF JEFFBOAT
SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGES, ALL SUCH DAMAGES AND CLAIMS BEING
SPECIFICALLY DISCLAIMED.
6. Force Majeure. JEFFBOAT shall not be in breach of this contract or otherwise liable for damages or delays in performance due to circumstances beyond
its reasonable control, including without limitation, any fires, floods, storms and other acts of God, labor disruptions (including strikes, lockouts, and
slowdowns), illness or incapacity of JEFFBOAT employees, terrorism, war, shortages of materials, lack of transportation, inability to procure power, supplies
or raw materials, severe weather conditions, substantial increase in price of power, raw materials or supplies, and failure of performance of subcontractors
and/or suppliers for similar reasons. Failure of JEFFBOAT to perform for these reasons aforesaid shall not be grounds for Customer’s cancellation of an
order, but the performance date shall be extended accordingly.
7. Vessels. Customer represents and warrants that, at the time the vessel is delivered to JEFFBOAT, it has notified JEFFBOAT of all defects and hazards
associated with the vessel, except for unknown latent defects. With regard to tank barges, Customer represents that such vessel will be gas free at the time of
delivery to JEFFBOAT, and Customer shall provide a gas free certificate from a marine chemist acceptable to Jeffboat. Customer shall maintain Hull
Insurance on the vessel in an amount not less than the fair market value of the vessel, which insurance shall name Jeffboat as an additional insured with a full
waiver of subrogation.
8. Miscellaneous. JEFFBOAT is an independent contractor. JEFFBOAT may subcontract the Services; provided, JEFFBOAT shall remain liable for all of
its duties and obligations under this contract. JEFFBOAT’s failure to insist, in one or more instances, upon the performance of any term or terms contained
herein shall not be construed as a waiver of its rights to such performance or the future performance of such term or terms and Customer’s obligation with
respect thereto shall continue in full force and effect. The invalidity, in whole or in part, of any provision of these terms and conditions shall not affect the
validity or enforceability of any other of its provisions. This contract will be interpreted and enforced under the general maritime law of the United States and,
to the extent such law is not applicable, the laws of the State of Indiana, without recourse to the conflict of laws provisions thereof. The parties agree that any
action or proceeding arising out of or in connection with this contract will be brought exclusively in a state or federal court in the State of Indiana and
Customer consents to personal jurisdiction in such court. Each party has had the opportunity to seek independent legal counsel from attorneys of their own
selection, and this contract shall be deemed to have been drafted and prepared by counsel for both parties. No presumption or burden of proof shall arise
favoring or disfavoring any party by virtue of the authorship of any of the provisions hereof. These terms and conditions constitute the entire agreement of
the parties regarding the Services. This contract can only be amended by the written agreement of the parties.
1030 East Market Street | Jeffersonville, IN 47130-4330 | Phone (812) 288-0200