TERMS & CONDITIONS, DISCLAIMERS, AND MARINE SURVEY AGREEMENT

Great River Marine Surveying Company, also operating as Great River & Lakes – Marine Surveying Co. (collectively, the "Company," "we," "us," or "our")
Effective Date: January 10, 2025· Version: 1.1
 
These Terms & Conditions ("Terms") govern all surveys, inspections, appraisals, valuations, testing, sea trials, evaluations, damage assessments, consultations, reports, and related services (collectively, the "Services") provided by the Company, and govern all use of the Company's website. Please read them carefully. By requesting information, scheduling a Service, engaging the Company, paying any invoice or deposit, permitting the Company to begin work, or accessing our website, you ("Client," "you," or "your") acknowledge that you have received, read, understood, and agreed to be bound by these Terms.

PART I — GENERAL PROVISIONS

1. Definitions
For purposes of these Terms:
"Company" means Great River Marine Surveying Company and Great River & Lakes – Marine Surveying Co., together with their owners, officers, members, managers, employees, agents, surveyors, independent contractors, subcontractors, consultants, and affiliates.
"Surveyor" means the individual marine surveyor performing a Service, whether an employee of the Company or an independent contractor retained by the Company.

"Client" means the person or entity that requests, schedules, authorizes, pays for, or receives the Services and is named in the applicable service agreement, intake form, or invoice.

"Vessel" means the boat, yacht, watercraft, engine, machinery, equipment, or other property that is the subject of the Services.
"Report" means any written survey, inspection report, appraisal, valuation, opinion, certificate, summary, or other deliverable issued by the Company.

"Services" has the meaning given in the introductory paragraph above.

2. Acceptance and Incorporation of Terms

By requesting, scheduling, authorizing, paying for, or permitting the Company to begin any Service, the Client acknowledges and agrees that these Terms are incorporated into and form part of the Client's service agreement and apply to all Services performed by the Company.

These Terms apply whether or not a separate signed agreement exists, and apply to every Service performed unless specifically modified by a written agreement signed by an authorized representative of the Company. No conduct, course of dealing, verbal statement, email, invoice, badge, uniform, business card, or website material shall modify these Terms except by such a signed writing.
3. Scope of Services

All Services are limited to a visual, non-invasive, non-destructive examination of the Vessel and its systems as reasonably accessible at the date and time of inspection, unless additional testing or services are expressly stated in writing within the Report or service agreement.

Unless expressly agreed in writing, the Company does not perform dismantling, destructive testing, removal of permanently installed equipment, disassembly of machinery, opening of sealed systems, or inspection of concealed areas.

A Service, and the resulting Report, reflect the condition of the Vessel only at the date and time of inspection. Conditions may change after inspection due to use, operation, maintenance, repair, modification, deterioration, casualty, storage, weather, environmental exposure, or other factors beyond the Company's control.

PART II — NATURE AND LIMITATIONS OF THE SURVEY

4. Professional Opinion; Nature of the Survey

Marine surveying involves professional judgment based on the observable condition of a Vessel at a particular time. A Report represents the professional opinion of the Surveyor regarding conditions that were reasonably observable and accessible during the agreed scope of inspection.

A Report is not a warranty, guarantee, insurance policy, mechanical certification, engineering certification, manufacturer certification, or assurance against present or future defects, failures, losses, or expenses. Each Report must be read in its entirety and not by reliance on isolated photographs, statements, ratings, or sections.

5. Access and Inspection Limitations

The Surveyor examines only those areas and components that are reasonably visible and accessible without dismantling, destructive testing, removal of permanently installed equipment, disassembly of machinery, or alteration of the Vessel.

The Company does not warrant or represent the condition of concealed, inaccessible, internal, submerged, or latent components or conditions. The absence of an observed deficiency shall not be interpreted as confirmation that a concealed or latent defect does not exist.

6. Hidden, Latent, and Inaccessible Conditions

Unless specifically agreed otherwise in writing, the Company and its Surveyors are not responsible for defects or conditions that are concealed, latent, intermittent, inaccessible, submerged, internally contained within machinery or equipment, covered by furnishings, finishes, cargo, stores, or fixtures, or otherwise not reasonably discoverable through the agreed scope of inspection.

7. Machinery, Systems, and Operational Testing

Engines, propulsion equipment, sterndrives, transmissions, steering, hydraulic and trim systems, electrical equipment, controls, pumps, and other machinery are evaluated through visual inspection and operational observation only when operation is permitted and reasonably practicable.

Successful operation at the time of inspection does not constitute mechanical, engineering, or manufacturer certification and does not establish remaining service life, internal condition, originality, absence of latent defects, adequacy of prior repairs, or future reliability. A component or system that starts, runs, steers, trims, shifts, or otherwise functions during inspection is reported according to its observed performance at that time only. No warranty or guarantee is made that any component will continue to perform without subsequent maintenance, repair, deterioration, or failure.

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Inspection and testing limitations may be identified generally or specifically within the report. The absence of a specific notation that an individual component or system was not tested shall not be construed as confirmation that the component or system was tested, verified, certified, or found operational.

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ABSENCE OF REPORTED DEFICIENCY

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The absence of any defect, deficiency, malfunction, prior repair, modification, non-OEM component, or other condition from the survey report shall not be construed as a representation, certification, or warranty that such condition did not exist at the time of inspection. Components or systems not specifically identified in the report as operationally tested shall not be presumed to have been tested, verified, certified, or determined to be operational.

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Failure to identify or report a particular condition does not constitute a warranty regarding the condition, originality, conformity, serviceability, remaining useful life, or future performance of that component or system. The absence of a specific notation that an individual component was not tested shall not be construed as confirmation that the component was tested or found operational.

8. Sea Trials

Sea trials are conducted only when conditions permit safe operation and only when authorized. A sea trial reflects observed performance at that time and does not guarantee future performance, reliability, or the absence of latent defects.

9. Prior Repairs, Modifications, and Non-OEM Components

A Vessel may contain previous repairs, alterations, fabrication, aftermarket equipment, replacement components, relocated equipment, modified mounting arrangements, non-original hardware, or other departures from the original manufacturer configuration.

Unless expressly stated otherwise in writing, the Company does not authenticate components as original equipment, verify conformity to original factory configuration, or determine whether previous repairs or modifications were performed by the manufacturer, an authorized dealer, or another party. A prior repair or modification may not be reasonably identifiable during a visual inspection when it appears serviceable, has been painted or finished to resemble surrounding equipment, is partially concealed, or presents no observable indication of deterioration, instability, leakage, malfunction, or unsafe operation.

The Surveyor does not compare every component, bracket, fastener, mounting arrangement, dimension, installation, or system against manufacturer drawings, engineering specifications, service bulletins, production records, or factory photographs unless such verification is expressly included within the agreed scope of Services.

10. Specialized and Forensic Evaluation

A standard marine survey is not a substitute for evaluation by the Vessel or equipment manufacturer, an authorized dealer, a mechanical technician, naval architect, structural engineer, metallurgist, electrician, or other specialized professional.

The Company does not perform forensic failure analysis, engineering calculations, metallurgical examination, weld-integrity verification, fastener-torque testing, internal gear or bearing inspection, or manufacturer-level diagnostic testing unless specifically contracted and identified within the Report.

Where the originality, engineering, repair history, structural integrity, manufacturer conformity, remaining service life, or continued suitability of a component or installation is material to the Client's decision, the Client is advised to obtain an independent specialist evaluation before purchase, acceptance, financing, insurance placement, repair authorization, or continued operation.

11. Standards Referenced

Surveys may reference generally accepted industry practices, including applicable ABYC standards, NFPA guidance, and U.S. Coast Guard regulations, where appropriate. Any such reference is observational only and does not constitute certification, confirmation, or a determination of full compliance.

12. Appraisals and Valuations

Valuations and appraisals represent professional opinions based on market data reasonably available at the time of inspection and Report preparation. Market conditions fluctuate, and values may change. No guarantee is made regarding future value, resale price, marketability, or insurability.

13. No Warranty or Guarantee

To the fullest extent permitted by law, neither the Company nor any Surveyor or contractor guarantees or warrants the present or future condition, seaworthiness, merchantability, fitness for a particular purpose, structural integrity, mechanical reliability, regulatory compliance, insurability, or future performance of any Vessel.

A survey is not a warranty, insurance policy, guarantee, or certification against present or future defects. ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

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13a.  ERRORS, OMISSIONS & INHERENT LIMITATIONS OF INSPECTION

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A marine survey is a professional opinion based upon a reasonable visual and non-invasive inspection performed under the conditions existing at the time of survey. It is not, and cannot reasonably be expected to constitute, an exhaustive examination of every component, fastener, fitting, installation, system, repair, modification, or portion of the vessel.

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Due to the nature and practical limitations of marine surveying, conditions, deficiencies, defects, prior repairs, modifications, or other matters may exist that are not identified or reported during the survey, including conditions that may have been reasonably observable but were not identified during the inspection. The absence of any such condition from the report shall not constitute a warranty, guarantee, certification, or representation that no such condition existed.

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The Client acknowledges and accepts these inherent limitations as part of the agreed scope of services and understands that the survey is intended to materially assist the Client's evaluation of the vessel, not eliminate all risk associated with its purchase, ownership, insurance, financing, maintenance, or operation.

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Where the condition, originality, functionality, conformity, remaining service life, or reliability of any particular component or system is material to the Client's decision, the Client should obtain evaluation by an appropriately qualified specialist before relying upon that component or system.

PART III — CONTRACTORS AND THIRD PARTIES

14. Independent Contractor Status

Certain Surveyors and other professionals performing Services on behalf of the Company are independent contractors and are not employees, partners, members, officers, or owners of the Company unless specifically identified otherwise in writing. Independent contractors are responsible for exercising their own professional judgment, skill, experience, and discretion in performing the technical and professional aspects of their assigned Services.

Nothing contained in a Report, email, invoice, identification badge, uniform, business card, website, scheduling communication, or other Company material shall be interpreted as changing the legal relationship between the Company and an independent contractor.

15. Use of Subcontractors and Specialists

By retaining the Company, the Client authorizes the Company to assign or subcontract all or a portion of the requested Services to qualified independent surveyors, technicians, laboratories, consultants, captains, or specialists when the Company determines such assignment is appropriate. This may include, without limitation: marine surveyors; captains and vessel operators; engine, mechanical, and electrical technicians; oil and fluid analysis laboratories; moisture, thermal-imaging, ultrasonic, and other testing specialists; divers; haul-out facilities and boatyards; transportation providers; and other marine-industry specialists.

Third-party companies and specialists may maintain their own terms, conditions, warranties, limitations of liability, and insurance coverage, which govern their respective services.

16. Professional Judgment of Independent Surveyors

The Company may establish general reporting requirements, inspection standards, administrative procedures, photographic requirements, report formats, scheduling procedures, and quality-control standards. Independent Surveyors nevertheless retain responsibility for their individual observations, professional conclusions, inspection techniques, and professional judgment in performing the technical aspects of their work.

17. Acts or Omissions of Independent Contractors

To the fullest extent permitted by applicable law, the Company shall not be responsible or vicariously liable for the independent negligent acts, omissions, misconduct, unauthorized representations, or actions of an independent contractor or third-party service provider that are outside the direction or control of the Company.

18. Unauthorized Representations

No independent contractor, Surveyor, technician, captain, employee, representative, or third-party service provider is authorized to modify these Terms, create additional warranties, guarantee the condition or future performance of a Vessel, or bind the Company to any representation or obligation unless expressly authorized in writing by an officer of the Company.

Any verbal statement made during an inspection or sea trial is preliminary in nature. The written Report constitutes the primary and controlling statement of the Surveyor's findings.

19. Third-Party Information and Testing

The Company may rely upon information supplied by Vessel owners, sellers, brokers, captains, mechanics, manufacturers, boatyards, government agencies, laboratories, documentation services, and other third parties. The Company does not warrant the accuracy of such third-party information unless it has been independently verified and specifically stated as verified within the Report.

Laboratory results, engine diagnostics, haul-out inspections, compression testing, oil analysis, documentation searches, and other services performed by third parties remain subject to the procedures, terms, and limitations of the respective provider.

20. No Regulatory or Certification Authority

The Company is not a regulatory authority and does not approve, certify, or authorize any Vessel for compliance with any governmental, classification, or other requirement. Regulatory and compliance determinations remain the sole responsibility of the appropriate authority.

PART IV — RISK, LIABILITY, AND CLIENT OBLIGATIONS

21. Damage During Inspection, Testing, or Sea Trial

Marine inspections may involve the operation, movement, opening, removal, testing, activation, manipulation, or examination of Vessel systems and components. The Client acknowledges that deterioration, corrosion, hidden defects, improper previous installation, age, fatigue, or pre-existing damage may cause a component to fail during normal inspection or testing.

To the fullest extent permitted by law, the Company and its Surveyors shall not be responsible for damage resulting solely from the reasonable inspection or testing of an already defective, deteriorated, improperly installed, weakened, or unsafe component.

22. Client Responsibilities

The Client is responsible for ensuring Vessel access, readiness, utilities, permissions, haul-out arrangements, and operational capability as required for the scope of Service. Delays, rescheduling, or limited access may result in additional charges or a reduced scope of Service.

The Client remains solely responsible for deciding whether to purchase, sell, finance, insure, repair, operate, transport, or otherwise proceed with any Vessel. The Report is one source of information to assist the Client and is not a substitute for specialized mechanical, engineering, electrical, legal, insurance, tax, or other professional advice where such advice is appropriate.

23. Reliance by Third Parties; Indemnification

Unless otherwise expressly authorized in writing by the Company, a Report is prepared solely for the exclusive use of the Client named in the service agreement. No purchaser, seller, broker, lender, insurer, marina, repair facility, subsequent owner, or other third party may rely upon the Report without prior written authorization from the Company. Unauthorized reliance is expressly disclaimed and does not create any professional duty or contractual relationship between the Company, any Surveyor, or any independent contractor and such third party.

To the fullest extent permitted by law, the Client agrees to indemnify, defend, and hold harmless the Company from and against any claim, loss, liability, damage, cost, or expense (including reasonable attorneys' fees) arising out of or relating to (a) the Client's distribution of the Report to, or reliance on the Report by, any unauthorized third party, or (b) the Client's breach of these Terms.

24. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE COMPANY — INCLUDING ITS OWNERS, OFFICERS, EMPLOYEES, SURVEYORS, AGENTS, INDEPENDENT CONTRACTORS, CONSULTANTS, AND SUBCONTRACTORS — ARISING FROM OR RELATED TO THE SERVICES SHALL NOT EXCEED THE TOTAL SURVEY OR SERVICE FEE ACTUALLY PAID BY THE CLIENT FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM.

This limitation applies regardless of the legal theory asserted, whether in contract, negligence, professional negligence, tort, strict liability, misrepresentation, or otherwise, and regardless of whether the Company has been advised of the possibility of such damages.
25. Exclusion of Consequential and Indirect Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES arising from or related to the Services, including, where legally permissible, loss of use, loss of revenue, loss of profits, loss of charter income, financing costs, storage and dockage expenses, transportation and travel expenses, vessel depreciation or diminution of value, business interruption, or other consequential economic losses.

26. Time Limitation for Claims and Notice

To the fullest extent permitted by applicable law, any claim arising out of or relating to the Services must be submitted to the Company in writing within thirty (30) days or less after the survey report is produced, or reasonably should have discovered, the condition or facts giving rise to the claim, and in no event later than sixty (60) days after the date of the Report. Any legal action or proceeding arising out of or relating to the Services must be commenced within ninety (90) days after the date of the Report or shall be forever barred, except where a shorter or longer period is required by non-waivable law. Timely written notice affording the Company a reasonable opportunity to inspect the condition at issue is a condition of any claim.

27. Payment Terms

Payment is due as stated in the service agreement, intake terms, or invoice. The Company may require a deposit before scheduling or commencing work. The Company may withhold delivery of any Report until payment is received in full. Past-due amounts may accrue interest and reasonable collection costs (including attorneys' fees) to the fullest extent permitted by law. Cancellation, rescheduling, or reduced access may result in additional charges as set forth in the service agreement.

PART V — DISPUTE RESOLUTION AND GENERAL PROVISIONS

28. Governing Law

These Terms and all Services and disputes arising out of or relating to them shall be governed by the laws of the State in which the work was performed, without regard to conflict-of-law principles, and, to the extent applicable, by the general maritime law of the United States.

29. Dispute Resolution; Venue; Jury Waiver

The parties shall attempt in good faith to resolve any dispute through direct negotiation before commencing formal proceedings. Any action or proceeding arising out of or relating to the Services or these Terms shall be brought exclusively in the state or federal courts located in Illinois, USA, and each party consents to the personal jurisdiction and venue of those courts. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY in any such action or proceeding.

30. Attorneys' Fees

In any action or proceeding arising out of or relating to the Services or these Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses, to the fullest extent permitted by law.

31. Force Majeure

The Company shall not be liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including weather, water or ice conditions, casualty, mechanical failure, boatyard or third-party delays, labor disputes, acts of government, or acts of God.

32. Website Information and Intellectual Property

Information provided on the Company's website is for general informational purposes only and does not constitute a survey, appraisal, or professional opinion unless provided pursuant to a written agreement. Website content may be updated or changed without notice. All content, reports, formats, and materials produced by the Company are the intellectual property of the Company and may not be reproduced, redistributed, or relied upon except as expressly authorized.

33. Electronic Communications and Acceptance

The Client consents to conduct business electronically. Electronic acceptance, scheduling, payment, or authorization of Services constitutes acceptance of these Terms with the same legal effect as a handwritten signature.

34. Entire Agreement; Modification

These Terms, together with the applicable service agreement and Report, constitute the entire agreement between the parties concerning the Services and supersede all prior or contemporaneous understandings. These Terms may be modified only by a written instrument signed by an authorized representative of the Company. Nothing in a Report shall be construed to expand the scope of Services beyond those specifically agreed or to create any warranty or obligation not expressly undertaken.

35. Severability

If any provision of these Terms is determined to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall continue in full force and effect.

36. Survival

The provisions concerning limitations of liability, disclaimers of warranty, exclusion of damages, indemnification, time limitation for claims, third-party reliance, governing law, dispute resolution, and any other provision that by its nature should survive shall survive completion of the Services and delivery of the Report.

37. Savings Clause

Nothing contained in these Terms is intended to waive, exclude, or limit any responsibility or liability that cannot lawfully be waived, excluded, or limited under applicable law. Where any limitation or exclusion is prohibited or restricted by applicable law, it shall apply only to the extent permitted.

38. Contact

Questions regarding these Terms may be directed to: Great River Marine Surveying Company / Great River & Lakes – Marine Surveying Co. 211 W Wacker Dr. Ste. 120-1224 Chicago, IL 60606; or 1-877-921-2628.

By requesting, scheduling, authorizing, paying for, or permitting the Company to begin any Service, the Client acknowledges that it has received, reviewed, understood, and accepted these Terms & Conditions in their entirety.

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