Terms & Conditions
IT IS AGREED that:-
A. These Terms of Business shall form part of the Agreement
between the Surveyor and the Client; and
B. The Surveyor shall perform the Scope of Work as set out in the Agreement subject to the
1.1 The Surveyor shall undertake the services to which these terms relate with reasonable care, skill and
1.2 The Client’s instructions and the scope of the Surveyor’s 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.
1.3 The Client undertakes to:
1.3.1 ensure that full instructions are given to the Surveyor and are provided in sufficient time to
enable the required services to be performed effectively and efficiently. The Client agrees to
disclose to the Surveyor all relevant information of which they have knowledge, or to which
they have access, in relation to the Vessel to be surveyed;
1.3.2 in consultation with the Surveyor, procure all necessary access to premises and vessels
(including lift-out, trials and facility for inspection ashore and afloat as appropriate) for no
less than such a time as shall in each particular circumstance be reasonable to enable all
appropriate inspections and tests to be undertaken or performed; and
1.3.3 ensure that all appropriate safety measures are taken to provide safe and secure working
conditions provided always that in the event of any breach of the requirements of Clauses
1.3.1 to 1.3.3 causing any failure on the Surveyor’s part to undertake the Scope of Work the
Client shall be responsible for all consequential costs incurred by the Surveyor and in
respect of any element of the Scope of Work undertaken.
1.4 Pursuant to the Scope of Work, the Surveyor will inspect the Vessel as thoroughly as is practicable
and endeavour to comment on the more important items where, in the Surveyor’s reasonable
opinion, major costs consequences are considered likely to arise. It follows that the Surveyor cannot
comment on every minor matter but the Surveyor will try to point out where small factors may
become more serious.
1.5 The Surveyor’s intention is to report on the condition of the hull(s), superstructure and fixtures (if
any) of the Vessel so far as can reasonably be ascertained from a visual inspection of the Vessel at
its location at the time of survey. The Client accepts that the Surveyor’s survey report(s) cannot
cover hidden, unexposed or inaccessible areas of the Vessel, neither can the Surveyor undertake to
investigate areas that the Surveyor believes to be inaccessible at the time of inspection. Where the
Surveyor is unable to gain access to areas commonly accessible, the Surveyor will endeavour to
point this out.
1.6 In every case, the Surveyor recommends a full survey of a Vessel, to include inspection of the
Vessel while lifted out and while in the water. Where the Surveyor accepts instructions to survey a
Vessel solely on the basis of an inspection of the Vessel out of the water, the Surveyor makes no
representation and gives no warranty as to the watertight integrity or buoyancy of the Vessel.
2.1 All valuation work undertaken shall be in accordance with the Scope of Work and, unless otherwise
stated in writing, such work relates solely to the date and place referred to. Valuations are based on
opinions only and 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 and
willing seller and market conditions applicable at the time of valuation or such other date as is
expressly referred to.
3.1 The fee agreed between the Surveyor and the Client for the services to be provided by the Surveyor
under this Agreement (“the Survey Fee”) shall not include the costs of travel, subsistence and
accommodation which will be charged in addition and in accordance with this Clause 3.
3.2 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 in respect of all fees and
expenses when due and the amount of each invoice shall be settled within 28 days of the date of the
invoice. Thereafter, interest shall be payable on all sums owing and unpaid at a rate of 3% over
Barclays Bank plc (London) base rate.
4.1 The Surveyor shall not be liable under this Agreement for any loss or damage caused in
circumstances (i) where there is no breach of a legal duty of care owed to the Client by the Surveyor
or (ii) where, notwithstanding any such breach, any loss or damage is not a reasonably foreseeable
result of such breach.
4.2 All services and reports are provided for the Client’s use only. No liability of any nature is assumed
towards any other party and nothing in these terms, or the relationship between the Surveyor and
the Client, shall confer or purport to confer on any 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 this Agreement and any person who is not a party to this Agreement shall have no right
under that Act to enforce any term(s) of this Agreement.
4.3 The Surveyor 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 this Agreement.
4.4 Any claim by the Client in respect of any breach of the Surveyor’s obligations under this Agreement
must be notified to the Surveyor as soon as is reasonably practicable after the Client becomes
aware of the breach. Where any breach is capable of remedy, the Surveyor must be afforded a
reasonable opportunity to put matters right at his expense.
4.5 The Client agrees that, for reasons of commercial practicality, it is necessary to limit the Surveyor’s
potential liability in respect of loss or damage suffered by the Client as a result of any breach by the
Surveyor of any of the Surveyor’s obligations under this Agreement. As such, the Client agrees that
no liability howsoever arising whether under this Agreement or otherwise shall attach to the Surveyor
except insofar as such liability is covered by the professional indemnity insurance referred to at
paragraph 4.6 and such liability (including Claims Expenses) shall in any event be limited to £250,000 or
such higher sum as the parties shall agree in writing prior to commencement of the services to which
these terms relate (hereafter referred to as “the Agreed Indemnity Limit”).
4.6 The Surveyor shall maintain professional indemnity insurance in the amount of the Agreed Indemnity
Limit throughout the period of the performance of the Surveyor’s duties hereunder provided that such
insurance shall remain available at reasonable market rates.
4.7 The Surveyor’s liability shall not extend to particulars, data and other information given to the
Surveyor by others or obtained from outside sources, publications and the like reasonably relied
upon by the Surveyor, including Class records, registry details or other such information and no
assurances can be given regarding the accuracy of the same.
4.8 Unless otherwise stated in writing, all services and 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.
4.9 The Client shall be responsible for any losses, expenses or other costs reasonably incurred by the
Surveyor that are caused by a breach of the Client’s obligations to the Surveyor hereunder.
4.10 The Surveyor shall not be liable in respect of any breach of his obligations hereunder resulting from
unforeseeable causes beyond the Surveyor’s reasonable control
Business or Commercial Operations
4.11 Notwithstanding any other provision of this Agreement, where the Client is acting in the course of a
business or commercial operation:
4.11.1 the Surveyor’s liability shall expire twelve months after the Survey Report is delivered to the
Client and The Surveyor shall thereafter have no further liability whether in contract, tort or
4.11.2 the Surveyor shall have no liability whether in contract, tort or otherwise for:
18.104.22.168 any consequential or economic loss or for loss of profit or turnover or loss of use suffered
by the Client howsoever arising, whether under this Agreement or otherwise, and without
prejudice to the generality of the foregoing the Surveyor shall not be liable for any
consequences of late performance of any survey and/or late delivery of any survey report;
22.214.171.124 any breach of his obligations hereunder of which written notification shall not have been
given within 14 days of the date on which the Client ought reasonably to have become
aware of the existence of such breach;
126.96.36.199 any loss, injury or damage sustained as a result of:
i. any defect in any material or workmanship;
ii. an Act of God or other circumstances beyond the control of the Surveyor; or
iii. the act, omission or insolvency of any person other than the Surveyor;
and the Surveyor shall have no liability to indemnify the Client in respect of any claim made
against the Client for any such loss, injury or damage;
4.12 Notwithstanding any other provision of this Agreement:
4.12.1 unless otherwise stated in writing, no guarantee is given against faulty design, latent defects or of
suitability of any vessel or other item for any particular purpose or of compliance with any particular
local, national or international requirement or code, and 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;
4.12.2 the Surveyor 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 nondisclosure
by the Client of relevant information.
5 Law and disputes
5.1 This Agreement shall be construed in accordance with and shall be governed by English law. All
disputes arising out of or in connection with this Agreement shall be submitted to the exclusive
jurisdiction of the Courts of England and Wales.
6.1 The Surveyor may terminate the appointment forthwith if the Client fails for more than 28 days to pay
any sum due when demanded, or if the Client fails to respond promptly to requests for information
and/or instructions and fails adequately to respond to 28 days’ formal notice of such failure, without
prejudice to the Surveyor’s accrued rights.
6.2 Without prejudice to the accrued rights of the other party, either party may terminate the appointment
forthwith by notice if the other party shall become bankrupt or insolvent, or make any arrangement or
composition for the benefit of creditors, 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.
6.3 No exercise or failure to exercise or delay in exercising any right or remedy vested in either party
shall be deemed to be a waiver by that party of that or any other right or remedy.
6.4 Neither party shall transfer or assign its rights or obligations under these terms without the prior
written consent of the other.
6.5 In the event that any provision of these terms is held to be a violation of any applicable law, statute
or regulation, such provision shall be deemed to be deleted from these terms and shall be of no
force or effect and these terms shall remain in full force and effect as if such provision had not been
contained herein. Notwithstanding this, 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.
6.6 Except where expressly stated to the contrary in a written document signed by the Parties on or after
the date hereof, these terms form the entire agreement between the Parties and supersede all
previous agreements and understandings between the Parties, and no warranty, condition,
description, term or representation is given or to be implied by anything said or written in
negotiations between the Parties or their representatives prior to the communication of these terms.
6.7 References to “the Surveyor” include the Surveyor’s employees and persons, firms and companies
appointed or engaged by the Surveyor as the Surveyor’s agents for carrying out any work or
services under these terms, all persons, firms and companies to whom performance of any work or
services under these terms is sub-contracted or delegated by the Surveyor, and all agents and
employees of persons, firms and companies referred to in this clause.
6.8 Any communication required to be given under these terms by either party shall be in writing and
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 and any such notice shall be deemed to have been given at the time at which it would in the
ordinary course of transmission have been received.
6.9 Each party undertakes to maintain the confidentiality of all information supplied by the other and not
to divulge such information to third parties without the prior written authority of the other.
Words denoting the masculine include the feminine and neuter and vice versa.