1. OUR AGREEMENT WITH YOU
1.1 Subject to the terms of this Agreement, Ribeye agrees to build and sell the Boat and the Purchaser agrees to purchase the Boat.
1.2 The Specification is agreed to mean the specification for the Boat in addition to any agreed options, changes or amendments and annexed to this agreement.
1.4 The Specification, Purchase Price including any Deposit, Delivery Cost and any agreed changes or amendments to these terms or specification of the Boat and its Purchase Price are annexed to this Agreement and will form part of the terms of this Agreement.
2. PURCHASE PRICE, PAYMENT AND TITLE
2.1 The Purchase Price is made up of a Deposit and scheduled build payments (Schedule of payments) or as payment in full.
2.2 The Deposit is defined as the sum payable to commence the build of the Boat. And shall form a part payment of the Purchase Price. The Purchase Price is the initial price on specification combined with the price of any agreed options, additions, changes or amendments and VAT (where applicable) and annexed to this agreement.
2.3 Until the Deposit is paid and received in cleared funds at Ribeye’s bank, the Parties agree that this Agreement will not bind Ribeye in any way.
2.4 The Purchaser agrees to pay the Purchase Price and any Delivery Cost in full prior to delivery of the Boat.
2.5 The Purchase Price excludes insurance and transport of the Boat, which shall be invoiced to the Purchaser in addition to the Purchase Price and annexed to this Agreement.
2.6 The Parties agree that the Schedule of Payments is annexed to this Agreement. The Schedule of Payments provides dates and amounts by which the Purchaser must make payment for various stages of the build of their Boat, subject to the remainder of this Agreement, failure by the Purchaser to make payment may result in Default and cancellation of this Agreement by Ribeye.
2.7 Time for payment of any part of the Purchase Price shall be of the essence in this Agreement.
2.8 Any payment shall be deemed to have been made when Ribeye receives cleared funds at its bank.
2.9 Title in the Boat will pass to the Purchaser upon full payment of the Purchase Price to Ribeye. Ribeye will thereupon give the Purchaser all relevant documentation annexed to this Agreement together with a receipted VAT invoice, where applicable. The conclusion of the aforementioned shall be deemed as “Completion”.
3. MODIFICATION AND CHANGES TO THE BOAT SPECIFICATION
3.1 Ribeye build unique boats to meet the Purchaser’s specifications. The Purchaser is responsible for ensuring that these specifications are correct and agreed in writing. Final Specification of the Boat must be provided to Ribeye within one calendar month of the date of signing this Agreement.
3.2 Where there is a delay in providing Ribeye with the final Specification, the Parties agree that Ribeye may delay the delivery date relative to the delay in the Purchaser providing the Specification.
3.3 No modification or changes to the Specification, Delivery Date or Purchase Price shall be binding on the Parties unless and until they have been agreed and set out in writing by the Parties or their authorised representatives and annexed to this Agreement.
3.4 Ribeye shall have the right to decline to make any modification or change to the Boat requested by the Purchaser after the signing of this Agreement.
3.5 If Ribeye agrees to make modifications or changes to the Boat which involve the provision of additional work, parties or services they will provide the Purchaser with an estimate of any increase in the Purchase Price and the basis on which it is calculated. If the Purchaser agrees to the modification, the Purchaser shall pay Ribeye Fifty per cent (50%) (one half) of the estimated price increase at the time that the modifications are agreed, with the balance of the actual final invoiced costs payable immediately prior to delivery of the Boat.
4. SPECIFICATION AND ILLUSTRATIONS
4.1 The Parties agree that if there is any inconsistency between any illustration or depiction of the Boat on the one hand and the agreed Specification on the other. The Specification shall prevail. If there is any inconsistency between the Specification and this Agreement, the terms of this Agreement shall prevail.
5. OUR RIGHTS TO MAKE CHANGES TO SPECIFICATION
5.1 The Parties agree that Ribeye may make minor changes to the Boat without Ribeye seeking the agreement of the Purchaser in the following situations:
5.1.1 to reflect changes in relevant laws and regulatory requirements; and
5.1.2 to implement minor technical adjustments and improvements, for example, for the purpose of enhancing the safety of the Boat, changes will not affect your use of the Boat.
5.2 Where any change to the Specification is the cause of delay in the build of the Boat, the relevant stage payment may be delayed relative to the length of any delay caused by the change. Ribeye will always consult with the Purchaser where any delays are anticipated.
6.1 Ribeye refers the Purchaser to the terms of the warranties specific to the class of boat being purchased. On all boats, Ribeye offer warranties that exceed the Purchaser’s statutory rights reflecting the quality of the boat being purchased.
6.2 The terms of all warranties on all Ribeye boats are assignable by the Purchaser to any subsequent purchaser to the extent set out in the warranty terms.
6.3 In addition to clause 6.1, Ribeye warrants that on the Delivery Date the Boat will:
6.3.1 conform in all material respects, with the agreed Specification annexed to this Agreement.
6.3.2 be of satisfactory quality (within the meaning of the Consumer Rights Act 2015) for a boat of the value and usage of the Boat specified; and
6.3.3 be fit for the purpose for which the Boat is supplied.
6.4 Ribeye shall not be liable for the Boat’s failure to comply with the warranties set out in Clause 6.1 if:
6.4.1 the Purchaser continues to use the Boat after the defect becomes apparent (unless by written agreement with Ribeye)
6.4.2 the defect arose because the Purchaser failed to follow Ribeye’s oral or written instructions for the use and maintenance of the Boat or (if there are no such instructions the good trade practice regarding the same)
6.4.3 the defect arose as a result of commercial use of the Boat
6.4.4 the defect arose as a result of fair wear and tear, wilful damage, negligence or abnormal storage or use since the sale
6.4.5 the Boat differs from its description as a result of changes made to ensure it complied with applicable statutory or regulatory requirements
6.4.6 the Boat was used for racing under power since the sale
6.4.7 the defect arose as a result of the misuse of the Boat
6.4.8 the defect or regulatory non-conformity in the Boat arose directly as a result of the Purchaser’s modification of the Boat or the Purchaser’s use of the Boat
6.4.9 the defect arose as a result of any breach of the terms set out in the warranty specific to the Boat
7.1 Ribeye shall make the Boat ready for delivery on the Delivery Date. Delivery shall be taken to have the same meaning whether the Boat is collected from Ribeye’s premises or the boat is delivered to the Purchaser’s chosen location.
7.2 The date for delivery is an estimated date and is given in good faith and Ribeye shall use every reasonable endeavour to meet it but it is not guaranteed. In particular, Ribeye shall not be responsible for a delay in sea delivery or for other causes reasonably beyond its control.
7.3 Where delay occurs Ribeye agrees to secure their best endeavours to deliver the Boat on the date agreed by the Parties and in any event within 30 days of the date agreed.
7.3 Upon delivery of the Boat, Ribeye and the Purchaser will jointly sign a Certificate of Acceptance. From the moment of delivery, the Boat and all its gear and equipment shall be the responsibility and at the risk of the Purchaser who will be immediately responsible for insuring it.
7.4 The Purchaser shall take delivery of the Boat immediately upon signature by the Purchaser of the Certificate of Acceptance. If the Purchaser fails to take delivery of the Boat without good reason then, in addition to any other rights which Ribeye may have, Ribeye shall be entitled to require the Purchaser to pay the reasonable berthing and/or storage charges together with any other expenses reasonably incurred by Ribeye, including insurance, maintenance and lifting of the Boat in or out of the water until actual delivery shall take place.
7.5 The Purchaser and Ribeye expressly agree that Ribeye shall not be responsible for investigating or otherwise ensuring that the Purchaser is competent and experienced in the proper control and navigation of the Boat.
8.1 Ribeye shall keep the Boat insured for the Purchase Price from the date of this Agreement until the Delivery Date.
8.2 In the event that the Boat sustains damage at any time before delivery any monies received in respect of the insurance shall be applied by Ribeye in making good the damage in a reasonable and workmanlike manner and the Delivery Date shall be extended by such period as shall be reasonably necessary to effect the necessary repairs. The Purchaser shall not be entitled to reject the Boat on account of minor damage or to make any claim in respect of any resultant depreciation. For the purpose of this Agreement “Minor Damage” shall be damage which is not structural and which can be fully reinstated. Where the damage is not “Minor Damage” within the meaning of this Agreement the Purchaser may be entitled to reject the Boat and to receive a full refund of the amount of the Deposit and any other payments which he has made towards the Boat in line with but not in excess of the Purchaser’s statutory rights as set out in the Consumer Rights Act 2015. This Agreement will then terminate in all respects and the Purchaser shall have no further right to claim against Ribeye.
9.1 If the Purchaser defaults in paying the Deposit or any part of the Purchase Price on the due date, Ribeye may serve a written notice on the Purchaser requiring the Purchaser to pay such sum within seven (7) days. If the Purchaser fails to comply with that notice, Ribeye shall be free to re-sell the Boat by any means and any Deposit paid shall be forfeit to Ribeye. Ribeye may then exercise the right to claim from the Purchaser any loss on re-sale together with all their associated reasonable costs and expenses. In the event of such a claim Ribeye shall be obliged to give credit for the amount received by way of the forfeited Deposit.
9.2 Ribeye may end the Agreement if the Purchaser breaks it.
9.3 The Purchaser agrees to compensate Ribeye if the Purchaser breaks the Agreement. If Ribeye ends the Agreement, Ribeye will refund any money the Purchaser has paid in advance for products Ribeye have not provided but Ribeye may deduct or charge the Purchaser as compensation for the net costs Ribeye will incur as a result of the Purchaser breaking the Agreement.
10. TERMINATION FOR INSOLVENCY
10.1 Either Party shall be entitled to terminate this Agreement by written notice if the other Party becomes insolvent or initiates or becomes subject to any formal insolvency procedure.
11.1 Any copyright or similar protection in manuals, drawings, plans, specifications, including a Specification prepared by Ribeye or their employees or agents, shall at all times remain the property of Ribeye.
12. NOTIFYING US
12.1 Should any issue arise under the terms of the Agreement or in connection with the build of the Purchaser’s Boat, the Purchaser is asked to make contact with Ribeye by telephone, email, or post and seek acknowledgement.
12.2 The Parties agree, acknowledgement of any complaint, claim or issue relating to these terms or the Boat shall not constitute any admission of liability on the part of Ribeye.
12.3 In some instances the Purchaser’s delay in notifying Ribeye of an issue may affect the rights and remedies available to the Purchaser, both under this Agreement and the Consumer Rights Act 2015. The Purchaser is encouraged to notify Ribeye of any issue arising promptly and without delay.
13. CHANGES AND ADDITIONS
13.1 This Agreement is subject to the variations and additions identified below and annexed to this Agreement in writing by both Parties.
14. DISPUTE RESOLUTION SCHEME
14.1 Disputes arising out of or in connection with this Agreement, when they cannot be resolved by negotiation, may, with the written agreement of the Parties, first be submitted to mediation under British Marine’s (“BM”) Dispute Resolution Scheme. Details of the Scheme are available to current BM members on request from BM and/or on BM’s member Ribeye site.
14.2 Where a dispute arises that requires the instruction of a YDSA (Yacht Designers and Surveyors Association) approved expert Marine Surveyor, the Parties agree that the cost of joint instruction of such an expert shall be met equally by the Parties in advance of such an instruction.
14.3 Nothing stated in these terms shall prevent the Purchaser from making application to the Courts of England, Scotland Wales or Northern Ireland.
15. CONSUMER RIGHTS
15.1 Ribeye is acting in the course of its trade and the Purchaser is a consumer and this Agreement is a distance or off-premises contract, in both cases within the meaning set out in the Consumer Rights Act 2015.
15.2 In making this Agreement, the Purchaser agrees that the Purchaser is acting as a consumer and not in the course of a trade or business (as defined by the Consumer Rights act 2015 and other relevant law) should the Purchaser not be acting as a consumer, this Agreement will be binding upon Ribeye.
16. REJECTION/RECTIFICATION OF FAULTS AND MONEY BACK
16.1 The law offers consumers a number of remedies where goods are either faulty or unfit for purpose, the following sets out, in summary, remedies that may be available to the Purchaser. The Parties agree that the terms of this Agreement shall be understood to follow Consumer Rights law and specifically the Consumer Rights Act 2015. The following are intended as a summary only and do not confer rights to the Purchaser over and above those offered by the Consumer Rights Act 2015.
16.2 If the Purchaser’s Boat is not as described, fit for purpose or satisfactory quality during the expected lifespan of the Boat, the Purchaser may be entitled to the following:
16.2.1 Up to 30 days following delivery: if the Boat is faulty then the Purchaser can get an immediate refund, subject to the fault being “significant” and the Purchaser must afford Ribeye one chance to repair or rectify any fault. Consideration of the ‘significance’ of the fault is a matter for Ribeye to decide.
16.2.2 Up to six months: if the Boat cannot be repaired or replaced then the Purchaser may be entitled to a full or partial refund.
16.2.3 Up to 6 years: if the Boat does not last a reasonable length of time the Purchaser may be entitled to some money back
17. OUR RESPONSIBILITY FOR LOSS OR DAMAGE
17.1 Ribeye is responsible to the Purchaser for foreseeable loss and damage caused by it. If Ribeye fail to comply with these terms, Ribeye is responsible for loss or damage the Purchaser suffers that is a foreseeable result of it breaking this Agreement or it failing to use reasonable care and skill but Ribeye is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Agreement was made, both Ribeye and the Purchaser knew it might happen, for example, if the Purchaser discussed it with Ribeye during the sales process.
17.2 Ribeye do not exclude or limit in any way its liability to the Purchaser where it would be unlawful to do so. This includes liability for death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of the Purchaser’s legal rights in relation to the products.
17.3 Ribeye is not liable for business losses. Ribeye only supplies the Boat for domestic leisure and private use. If the Purchaser uses the Boat for any commercial, business or re-sale purpose Ribeye will have no liability to for any loss of profit, loss of business, business interruption, or loss of business opportunity.
18. OTHER IMPORTANT TERMS
18.1 Ribeye may transfer this Agreement to someone else. Ribeye may transfer its rights and obligations under these terms to another organisation. Ribeye will contact the Purchaser to let the Purchaser know if Ribeye plan to do this. If the Purchaser is unhappy with the transfer, the Purchaser may contact Ribeye to end the Agreement within 14 days of Ribeye telling the Purchaser about it and Ribeye will refund the Purchaser any payments the Purchaser has made in advance for products not provided.
18.2 The Purchaser needs Ribeye’s consent to transfer the Purchaser’s rights to someone else (except that you can always transfer our boat warranty upon the sale of your Boat to a third party). The Purchaser may only transfer rights or your obligations under these terms to another person if Ribeye agree to this in writing. Ribeye may require the person to whom the guarantee is transferred to provide reasonable evidence that they are now the owner of the Boat.
18.3 Nobody else has any rights under this Agreement (except that you can always transfer our boat warranty upon the sale of your Boat to a third party). This Agreement is between Ribeye and the Purchaser. No other person shall have any rights to enforce any of its terms Neither of the Parties will need to get the agreement of any other person in order to end the Agreement or make any changes to these terms.
18.4 In unforeseeable circumstances beyond Ribeye’s control, such as, but not limited to; flood, fire, war, unavoidable accidents, hurricane or act of God, Ribeye may delay, suspend or terminate this Agreement.
18.5 If a Court finds part of this Agreement illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any Court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
18.6 Even if Ribeye delay in enforcing this Agreement, Ribeye can still enforce it later. If Ribeye do not insist immediately that the Purchaser do anything that the Purchaser is required to do under these terms, or if Ribeye delay in taking steps against the Purchaser in respect of breaking this Agreement, that will not mean that the Purchaser does not have to do those things and will not prevent Ribeye taking steps against the Purchaser at a later date. For example, if a payment is missed and Ribeye do not chase the Purchaser but Ribeye continue to provide the products, Ribeye can still require the Purchaser to make the payment at a later date.
18.7 These terms are governed by English law and the Purchaser can bring legal proceedings in respect of the products in the Courts of England, Scotland Wales or Northern Ireland.
19. CONTACTING US
19.1 The Purchaser may make contact with Ribeye, by telephone, email or in writing to advise Ribeye of any issue arising in the build of the Boat or under the terms of this Agreement.
19.2 It is important that in the event of any issue arising that the Purchaser contacts Ribeye promptly so that the matter may be addressed. Subject to the following terms, delay in notifying Ribeye of any matter may effect the Purchaser’s rights.
19.3 The Parties agree that “writing” includes emails. When Ribeye use the words “writing” or “written” in these terms, this includes emails or letter.