Terms and Conditions

These terms and conditions represent the final and complete agreement of the parties, and no modification shall be binding upon Mendol USA, Inc. unless made in writing and signed and approved bye and officer of Mendol USA, Inc. No modification of these terms shall be deemed made or accepted by Mendol USA, Inc. 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. Mendol USA, Inc. 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 Mendol USA, Inc. accepts only such liability as us imposed upon Mendol USA, Inc. by law and as limited by this contract. Receipt of goods or services by the buyer or customer shall be deemed conclusive proof or 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 Mendol USA, Inc. at Mendol USA, Inc’s. facility or any other location.

GENERAL: Mendol USA, Inc.’s contracts for furnishing repairs, parts and services are solely on the basis of the insured limited liabilities and specific warranties set forth below. Mendol USA, Inc. 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 Mendol USA, Inc. harmless for any such claims brought against Mendol USA, Inc. by or on behalf of any person other than a Mendol USA, Inc. employee. When Mendol USA, Inc. provides parts, repairs or services to any vessel, Mendol USA, Inc. shall not be liable, directly or indirectly, in contract, tort or otherwise, to the vessel’s owners, charterers, underwriters, lien holders or 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 Mendol USA, Inc.’s gross negligence or intentional tort, and in no event shall Mendol USA, Inc. aggregate liability under this contract (with exception of the specific warranty as set forth in “WARRANTY” below) exceed the sum of $50,000.00 or the value of the vessel, whichever figure is the lesser. In no event shall Mendol USA, Inc. 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 sales or services provided, whether vessel related or non-vessel related, Mendol USA, Inc. 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 Mendol USA, Inc. sole liability shall be as set forth under “warranty” below. The buyer or customer agrees to indemnity, defend and hold Mendol USA, Inc. harmless with respect to all liabilities to all parties in interest exceeding the amounts herein stated.

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

WARRANTY: Mendol USA, Inc. 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 Mendol USA, Inc. 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. Mendol USA, Inc. 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 expressed 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 bailer and bailee. No agent or employee of Mendol USA, Inc. has authority to bind Mendol USA, Inc. to any other or expanded warranty, and any representation to that effect 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 Mendol USA, Inc. in writing within sixty days of receipt of the relevant part or service (or the delivery 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 Mendol USA, Inc. 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 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. Moreover: (1) for U.S. buyers or customers: any dispute arising under, in connection with or incident to this contract shall be litigated before a court of competent jurisdiction located in the State of Florida, County of Broward, to the exclusion of the courts of any other state or country, and buyer or customer hereby irrevocably consent to the jurisdiction of such court; (2) for non U.S. buyers or customers: any dispute arising under, in connection with or incident to this contract shall be referred to three persons at New York, New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final and, for the purpose of enforcing any award this contract may be made a rule of the court. Should the two arbitrators be unable to agree on the appointment of a third within 14 days after appointment of the second arbitrator, the President of the Society of Maritime Arbitrators, Inc. shall make the appointment upon the request of either party without further notice. The proceedings shall be conducted in accordance with the Rules of the Society of Maritime Arbitrators, Inc. The arbitrators shall be commercial men and shall not be practicing lawyers.

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 Mendol USA, Inc. 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 Mendol USA, Inc. within thirty days of presentation of the invoice. Mendol USA, Inc. 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 3010 Ravenswood Road, Unit 2B, Dania Beach, FL, 33312 or by wire as set forth below. 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 Mendol USA, Inc. is the general contractor or a subcontractor, Mendol USA, Inc. looks to both vessel and owner.

Wiring Information: Company name: Mendol USA, Inc.
Bank Name: Colonial Bank
Bank Address: 6400 N Federal Hwy , Ft. Lauderdale FL, 33308
ABA # 062001319
Routing number: 063113222
Account Number: 8050662884


VESSEL WARRANTIES: The vessel, its owners, charterers, underwriters, lien holders, and all parties in interest, shall indemnify and hold Mendol USA, Inc. 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 Mendol USA, Inc. ‘s 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 Mendol USA, Inc. is furnishing repairs, parts, or services.

MISCELLANEOUS: Nothing herein shall be deemed to constitute a waiver of Mendol USA, Inc.’s 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.