Henderson & Associates, PLLC
Ocean Engineers ~ Naval Architects
These Standard Terms and Conditions for Engineering and Consulting Services (“Standard Terms and Conditions”), together with our Master Services Agreement (“MSA”), make up the Agreement between the Client and Henderson & Associates, PLLC (“Henderson”). Before countersigning the MSA or verbally authorizing work, be sure you read and understand these Standard Terms and Conditions which deal with the allocation of risks and duties between the Client and Henderson.
TO THE EXTENT ALLOWED BY LAW, THE CLIENT WAIVES ITS RIGHT TO A JURY TRIAL FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT.
- Conditions of Use. Henderson provides its services to Client subject to the following conditions. If you verbally instruct Henderson to provide services to Client, sign an MSA or visit this website, you accept these conditions. Please read them carefully.
- Client Representative. If the person seeking Henderson’s services is not the Client, such person: a) shall fully name and identify the Client; b) warrants and represents his/her authority to obligate the Client to this Agreement; c) agrees to be bound personally, jointly and severally, with the Client to this Agreement; d) certifies that he/she has lawful custody and control of the site; and e) he/she confirms delivery of this Agreement or a copy thereof to the Client. Client shall designate one representative who is authorized to act for Client in all respects in connection with this Agreement and any work orders, including authorization of changes to the pricing and/or work ordered. Such designation may be changed solely by written notice to Henderson.
- Services. Henderson will perform the services defined in its MSA and any amendments or change orders accepted by Henderson. Any request from the Client that requires extra work, or additional time, or increases Henderson’s costs will require an amendment or change order agreeable to Henderson.
- Standard of Care. Henderson will perform the services with the skill and care ordinarily used by qualified professionals performing the same type of services at the same time under similar conditions in the same or similar locality. No other standards, warranties, expressed or implied, including warranties of marketability or fitness for a particular purpose apply. The Client will notify Henderson in writing of any deficiencies in the services within 15 calendar days of their discovery but no later than 120 calendar days after substantial completion of the services. The Client will give Henderson a reasonable opportunity to correct these deficiencies. The Client understands that Henderson’s services may entail risk of personal injury and property damage (including cross contamination) that cannot be avoided, even with the exercise of due care. The Client acknowledges and accepts and risk resulting from the fact that conditions can vary from those found by Henderson at the times, locations and conditions of its work.
- Client Responsibilities. Client will provide permits, licenses, approvals and consents necessary for performance of the services, except those maintained by Henderson for its ordinary conduct of business. Client will provide Henderson will all reasonably available documents that are related to the services, including information related to hazardous materials or other environmental and technical conditions at the site. Before Henderson performs any activities, the Client will provide all available information concerning services, conduits, pipes, tanks, other facilities and obstructions at the work site. Henderson will rely on the documents and information provided by the Client. The Client grants Henderson and its subcontractor(s) permission to enter the site to perform the services. If the site is owned by others, the Client represents and warrants that the Client is an agent of the owner and has granted permission for Henderson to enter the site and perform the services. Client will provide Henderson with written verification of site access permission upon request.
- Payment. Except as expressly provided in the MSA, Client will compensate Henderson for the services at its standard rates, reimburse its expenses, and pay any taxes applicable thereto. Henderson will submit periodic invoices that are due upon receipt. The Client will notify Henderson in writing within 10 calendar days of any disputed item on the invoice and pay all undisputed items. Overdue payments will accrue interest at the maximum lawful rate. Client agrees to pay for all services through termination, plus termination and collection costs, including reasonable attorney’s fees and costs.
- Site Conditions. Where appropriate, Henderson will contact Class and/or other relevant authorities for information about conditions at the site. Henderson will review plans and information provided by these entities and the Client. Henderson will not be liable for any damage to structures not accurately identified in such plans and information. Client agrees to indemnify Henderson against all liabilities and costs arising out of such damage and its repair, except to the extent caused by Henderson’s gross negligence. Henderson will conduct its on-site activities to limit damage to existing conditions to the extent possible. Client agrees to compensate Henderson for all costs to perform the work required by the Client.
- Samples: Where applicable, Henderson will store samples for at least 30 days after submitting test results to the Client, unless requested in writing for them to be held longer or shipped. Client will compensate Henderson for storage beyond 30 days, special storage conditions, and costs to ship samples. Client will pay Henderson for all special disposal costs, including the cost to return samples to the Client. Test results obtained by Henderson on samples apply only to the samples tested for the conditions under which they were tested.
- Hazardous Materials. Henderson does not provide assessments of the presence of environmental contaminants unless expressly indicated in our written agreement. Client will advise Henderson of any and all known contaminants and hazardous materials before Henderson provides any services involving those materials. Before any hazardous or contaminated materials are removed from the site for Henderson use, the Client will sign a manifest that names the Client as the generator of the waste (or will arrange for the generator to sign). Henderson will not be the generator or owner of, nor will it take title to or assume legal liability for any hazardous or contaminated materials at or removed from the site. Henderson will not undertaken arrange for, or control the handling, treatment, storage, removal, shipment, transportation or disposal of any hazardous or contaminated materials at or removed from the site, other than samples collected by Henderson for laboratory testing.
- Limits on Henderson Responsibility. Henderson will not be responsible for the acts or omissions of any others, except for its employees and sub-contractors, as further defined herein. Henderson will not supervise, direct or have control over any contractor’s work. Henderson will not have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction, for work site health or safety precautions or programs, or for any failure of contractors to comply with contracts, plans, specifications or law. Any estimates or opinions of Henderson of probable quantities or costs of labor, materials, equipment or services to be furnished by others are strictly estimates and are not a guaranty or representation that actual quantities or costs will be consistent with those estimates or opinions. Client acknowledges that Henderson does not warrant or guarantee the approval or receipt of any governmental permits or approvals, or that time to obtain such permits or approvals.
- Changed Conditions. The Client acknowledges that the services rendered by Henderson may involve uncertainties, which often require a phased or staged investigation with the need for additional services becoming apparent as work progresses. The Client acknowledges that encountered conditions may differ considerably form those anticipated, that laws and regulations are subject to change, and that regulatory requirements may be unpredictable. Henderson will notify the Client if additional services, costs or time become necessary due to any of these factors and the parties will negotiate appropriate changes to the scope of services, compensation and schedule. If the parties are unable to reach agreement, Henderson will be entitled to terminate its services with 5 calendar days’ notice and to be equitably and immediately compensated for services already performed. In the event of an emergency, Henderson may take immediate steps to protect public safety, health and the environment, and will be equitably compensated for its work by the Client. Henderson will not be responsible for delays, failures to perform or extra costs due to weather, labor disputes, intervention by or inability to get approvals from public authorities, acts or omissions by the Client, or any other causes beyond Henderson’s reasonable control. The Client will compensate Henderson for any increase in its costs resulting from any of these factors.
- Documents and Information. All documents, data, calculations and work papers prepared or furnished by Henderson are instruments of service and will remain Henderson’s property. Designs, reports, data and other work product delivered to or on behalf of the Client are for Client’s use only for the limited purposes disclosed to Henderson and subject to Client paying for the services to provide said work product. Any delayed use, use at another site, use on another project, or use by a third party will be at the user’s sole risk and Client agrees to indemnify and defend Henderson against any liabilities resulting therefrom. Any technology, methodology, or technical information learned or developed by Henderson will remain its property.
- Electronic Communications. Client consents to receive communications from Henderson electronically. Henderson will communicate with Client by e-mail or by posting notices on this website. Client agrees that all agreements, notices, disclosures and other communications that Henderson provides to the Client electronically satisfies any legal requirement that such communications be in writing. Information on this website may be changed or updated without notice. Client is bound by any such revisions and should therefore periodically visit this page to review Henderson’s current terms and conditions.
- Confidentiality and Subpoenas. Information about this Agreement and Henderson’s services and information provided by the Client about the services will be maintained in confidence and will not be disclosed to others without the Client’s consent, except as Henderson believes is necessary to perform its services, comply with professional standards, and to comply with laws and court orders. Henderson will make reasonable efforts to notify the Client prior to any disclosure except as necessary to perform its services. Information available to the public and unprotected information acquired from third parties will not be considered confidential. The Client will reimburse Henderson for having to respond to any subpoena or governmental inquiry or audit related to the services at Henderson’s standard rates then in effect.
- Indemnification. Client agrees to hold harmless, indemnify and defend Henderson and its affiliates and subcontractors and their employees, officers, directors and agents against all claims, suits, fines and penalties, attorney’s fees and other costs of settlement and defense, which claims, suits, fines, penalties or costs arise out of or are related to this Agreement or the services, except to the extent they are caused by Henderson’s gross negligence. Client further agrees to indemnify, defend and hold harmless Henderson and its affiliates, officers, directors and agents from any liabilities, expenses and costs, including but not limited to legal fees and expenses, incurred in connection with any claims or demands of any third party resulting from or arising out of Client’s use of this site.
- Limitation of Liability. To the fullest extent permitted by law and notwithstanding anything else in this Agreement to the contrary, the aggregate liability of Henderson and its affiliates and subcontractors and their employees, officers, and directors for all claims arising out of this Agreement or the services rendered by Henderson shall be limited to the amounts actually paid to Henderson.
- Disputes. All disputes between the Client and Henderson shall be governed solely by Florida law. These terms and conditions and Client’s use of the site are governed by the laws of the State of Florida, USA, without regard to its choice of law provisions. The courts of general jurisdiction located within Duval County, Florida, USA, will have exclusive jurisdiction over any and all disputes arising out of, relating to or concerning these terms and conditions and/or the website in which this Agreement is found. Henderson does not warrant that this site will be lawful outside of the United States.
TO THE EXTENT ALLOWED BY LAW, THE CLIENT WAIVES ITS RIGHT TO A JURY TRIAL FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT.
- Copyright. All content included on this website, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Henderson or its content suppliers and protected by international copyright laws. The compilation of all content on this site is the exclusive property of Henderson, with copyright authorship.
- Trademarks. Henderson’s trademarks and trade dress may not be used in connection with any product or service that is not Henderson’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Henderson. All other trademarks not owned by Henderson that may appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Henderson.
- Other. The terms and conditions herein regarding Limitation of Liability and Indemnification shall survive the completion of the services under this Agreement and the termination of the contract for any reason. Any amendment to this Agreement must be in writing and signed by an authorized representative of Henderson. This Agreement supersedes any contract terms, purchase orders or other documents issued by solely by the Client. These terms and conditions shall govern all transactions between Client and Henderson, whether Client has signed an MSA or has not. Client’s verbal authorization to commence services constitutes acceptance of these terms and conditions. The provisions of this Agreement are severable; if any provision is deemed by a court of competent jurisdiction as unenforceable, it shall be appropriately limited and given effect to the extent that it is enforceable. If there are any terms of this Agreement that are contradictory to those contained in any MSA, the terms contained within the MSA, signed by the Client, shall prevail. Headings in these terms and conditions are for convenience only and do not form a part of the agreement.