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Terms and Conditions Service

TERMS AND CONDITIONS FOR DLC POWER DIESEL REPAIR SERVICES

These terms and condition represent the final and complete agreement of the parties, and no modification shall be binding upon DLC Power Diesel Corp (“DLC”) unless made in writing and signed and approved by an officer of DLC.  No modification of these terms shall be deemed made or accepted by DLC shipping goods or performing services following receipt of a purchase order or other documents containing terms and conditions additional to or in conflict with the terms and conditions herein.  DLC does not agree to the accident, indemnity, and insurance provisions, if any, contained in the buyer’s or customer’s invitation or specifications, and in such cases DLC accepts only such liability as is imposed upon DLC by law and as limited by this contract.  Receipt of goods or services by the buyer or customer shall be deemed conclusive proof of irrevocable acceptance of these terms and of the conformity of the goods or services provided; similarly these terms and conditions shall be deemed irrevocably accepted upon commencement of work by DLC Power Diesel Corp facility or at any other location.

GENERAL: DLC’ contracts for furnishing repairs, parts and services are solely on the basis of the insured limited liabilities and specific warranties set forth below.  DLC shall not be liable for any injury or death resulting from its provision of repairs, parts or services, and the purchaser or customer agrees to indemnify, defend and hold DLC harmless for any such claims brought against DLC by or on behalf of any person other than a DLC employee.  When DLC provides parts, repairs or services to any vessel or equipment, DLC shall not be liable, directly or indirectly, in contract, tort or otherwise, to the equipment or vessel’s owners, charterers, underwriters, lienholders or other party in interest for any damages to such vessel or to its appurtenances, cargo, equipment or moveable stores, or for any consequence thereof, unless such damage is caused solely by DLC’s gross negligence or intentional tort, and in no event shall DLC’s aggregate liability under this contract (with the exception of the specific warranty as set forth in “WARRANTY” below) exceed the sum of $50,000.00 or the value of the vessel or equipment, whichever figure is the lesser.  In no event shall DLC be liable for any consequential or special damages including but without limitation, for faulty or negligent design or manufacture, delay, loss of revenue, detention, wharf age, demurrage, tug expense, pilotage, crew wages, salvage or loss of use.  For all services provided, whether vessel related or non-vessel related, DLC shall not be liable for incidental, special or consequential damages or losses arising directly or indirectly from the purchase and sale of goods or provision of services, or for any other cause, and DLC’ sole liability shall be as set forth under “warranty” below.  The buyer or customer agrees to indemnify, defend and hold DLC harmless with respect to all liabilities to all parties in interest exceeding the amounts herein stated.

FORCE MAJEURE: DLC shall not be liable in any event for any loss, damage or delay caused by strikes, labor difficulties, accidents, delays in delivery of materials, acts of God, war, restraint of princes, including, but not limited to, restraint by local, state or federal authorities, or causes or any kind beyond DLC’ control, including, but not limited to, tropical storms, hurricanes, lightning or rain.

WARRANTY:  DLC warrants that its parts and services are provided in accordance with industry standards and parts supplied are free from defects in material and workmanship.  Buyer or customer agree that the sole remedy for breach of any warranty, express or implied shall be limited, at DLC sole discretion, to the replacement of  parts, repair of parts, return or crediting of purchase price, or referral of the claim to the original manufacturer for manufacturer’s warranty review.  DLC makes no warranty and specifically disclaims all liability for design of any items supplied.  The foregoing warranty is non-assignable and is in lieu of and specifically excludes all other warranties not actually set forth herein, whether express or implied by operation of law or otherwise including but not limited to any implied warranties of merchantability or fitness or those implied by the common law of bailor and bailee.  No agent or employee of DLC has authority to bind DLC to any other or expanded warranty, and any representation to that effect shall not be deemed to become a part of this contract and shall be unenforceable.  The specific warranty provided by this section shall be deemed expired and all right of the buyer or customer irrevocably waived unless the claimed defect is submitted to DLC in writing within sixty days of receipt of the relevant part or service (or the redelivery of the vessel, whichever occurs first).  This period shall govern whether the alleged defect is latent or patent and shall not be deemed to be tolled or to arise at any future time as a result of the discovery of a latent defect.  Remedies for latent defects not discovered and submitted to DLC within the 60 day period shall be exclusively those available from the manufacturer, if any.

FORUM AND CHOICE OF LAW:  This contract shall be deemed to have been executed and fully performed within in the State of Florida, and shall be interpreted and construed in accordance with and subject to the federal maritime law of the United States or, should no such law exist on any particular issue, the laws of the State of Florida, to the exclusion of the laws of any other state or country.  The prevailing party in any legal action shall be awarded reasonable attorneys fees and costs.

PAYMENT AND PRICE: Prices quoted and product availability stated are valid for ten days only unless designated as firm for a specific other period in writing by an officer of DLC.  Incidental expenses and sub labor costs not specifically included in a quotation shall be subject to an additional administrative fee of 10% for expenses and 15% for sub labor.  Payment in all cases is net upon receipt of invoice, 1.5% per month to be added to the invoice amount if full payment is not received by DLC within thirty days of presentation of the invoice.  DLC may place any account not paid within thirty days into the hands of attorneys for collection and the buyer or customer agrees to pay the reasonable fees and costs of the attorneys, without regard to whether suit is filed or arbitration commenced.  All payments must be made in Florida at 3164 W 81 ST, Hialeah, Florida 33018 or by wire.  It is agreed that wires are to be deemed payments made in Florida.  For payment for work done on or materials furnished to any vessel, whether authorized orally, or by letter, or written contract, and whether DLC is the general contractor or a subcontractor, DLC looks to both vessel and owner.

VESSEL WARRANTIES: The vessel, its owners, charterers, underwriters, lienholders, and all parties in interest, shall indemnify and hold DLC harmless from all liability arising under any state or federal air or water quality statute or regulation unless the liability shall arise solely from the gross negligence or intentional tort of DLC’ own employees. Owners, or other parties in interest, warrant that a valid and current U.S. Coast Guard Certificate of Financial Responsibility (Water Pollution) (Form CG 5358 10) shall be kept in force at all times while DLC is furnishing repairs, parts or services.

CUSTOMER’S RIGHT TO PURCHASE FURTHER WARRANTIES: Different or more extensive liabilities will be accepted if an agreement in writing stating the nature and extent thereof is entered into before work is commenced by DLC, and if the price is adjusted to include the cost of appropriate additional insurance.  The terms contained in this contract or as set forth by an addendum thereto shall in no way be interpreted to hold DLC as an insurer.

MISCELLANEOUS: Nothing herein shall be deemed to constitute a waiver of DLC’ maritime lien. Invalidity of any one or more provisions of this contract shall not affect nor impair the remaining provisions. This contract may not be changed orally.

 

Company_________________________________                                                   DLC Power Diesel Corp.

Company Representative Name  _______________                                                      Horacio De LA Cruz Jr

Company Representave Signature ______________                                                      ___________________