Purchase Agreement

By this Boat Purchase Agreement ("Agreement"), Bonefish Boatworks, LLC ("Bonefish") and the person(s) and/or business(es) purchasing a boat (individually and collectively, “Client”) agree as follows:

1.      Invoice.  Client is purchasing the boat, accessories and other items (collectively, “Boat”) described in the price/build sheet and/or invoice (“Invoice”), which is incorporated by reference and is a part of this Agreement.

 

2.      Date.  This Agreement is effective as of the Invoice date.

 

3.      Price.  The purchase price for the Boat is set forth in the Invoice. To the extent the Invoice reflects a deposit, the parties agree that it is non-refundable and that if the balance is not paid when and as reflected in this Agreement, Client shall have no claim to the Boat and Bonefish will be relieved of any obligations with respect to this Agreement. If the Boat is not built as of the date of the Invoice (or is only partially built at that time), Client shall pay Bonefish:

 

  1. thirty percent (30%) of the purchase price prior to Bonefish starting or resuming construction of the Boat on Client’s behalf;

  2. thirty percent (30%) of the purchase price once the hull is removed from the mold;

  3. thirty percent (30%) fourteen (14) days thereafter and, in any event, prior to the order of any engine(s), trailer or optional equipment; and

  4. the balance of the purchase price upon completion of the Boat.

 

4.      Rebates/Incentives. Bonefish has no obligation to disclose to Client the availability, applicability or existence of any rebate or incentive. All rebates and incentives are owned by, or are exclusively assigned to, Bonefish by Client.

 

5.      Boat.

 

          5.1    Bonefish reserves the right to make changes or variations that make its boats and products different than as depicted or indicated in sales, marketing advertising and/or promotional material. Client understands that the Boat is made from materials that degrade over time and can stain, weaken and/or even break. The sole warranty(ies) applicable to the Boat and its components (including the trailer, motor, electronics, pumps and any optional equipment or accessories) is the express written warranty(ies), if any, provided by the associated manufacturer(s). In the case of the Boat itself, the only warranty is posted on the website for the Boat’s brand. EXCEPT AS SPECIFICALLY STATED, THE BOAT AND ALL ASSOCIATED MATERIALS, WORKMANSHIP, COMPONENTS, EQUIPMENT, ACCESSORIES. OPTIONS AND ENGINES ARE PROVIDED “AS IS”, AND ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF QUALITY, FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY, CONTINUOUS USE, DESIGN, PERFORMANCE OR ERROR-FREE OPERATION, ARE DISCLAIMED IN THEIR ENTIRETY. ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF QUALITY, FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY, CONTINUOUS USE, PERFORMANCE, DESIGN OR ERROR-FREE OPERATION, ARE DISCLAIMED IN THEIR ENTIRETY.

 

          5.2    Client understands that any completion date provided by Bonefish is an estimate only unless otherwise specifically noted to the contrary in the Invoice.

 

          5.3    It is Client’s responsibility to ensure safe operation and proper maintenance of the Boat at all times. Client should complete a U.S. Coast Guard certification prior to operating the Boat and maintain proficiency by completing additional training while the Boat is owned. In addition, Client must comply fully with the Owners Manual posted on the website for the Boat’s brand.

 

          5.4    Client has had or will have the opportunity to inspect and operate the Boat if desired prior to delivery, and unless indicated otherwise in writing by Client at the time of delivery, finds that all associated materials, workmanship, components, options, accessories and engine(s) to be satisfactory and in accordance with this Agreement. Under no circumstances shall Bonefish be liable for any defect, loss, claim, demand, penalty, action, cause of action, suit, obligation, liability, damage, delay, cost, expense or attorney's fees, (collectively "Losses") caused, directly or indirectly, in whole or in part, by: (i) Client or Client’s agents; (ii) a third party; (iii) abuse, misuse, neglect or improper operation of the Boat; (iv) improper or inadequate maintenance; (v) weather, visibility or conditions at any location where the Boat is used; (vi) the failure to timely address issues or take advantage of any repair or replacement offered by Bonefish; (vii) components, options, accessories or engines not manufactured by Bonefish; (viii) gelcoat; (ix) non-structural surface changes, such as fading, checking, crazing, peeling, blisters and cracks; (x) caulk, adhesive or silicone; (xi) upholstery; (xii) failure to use or operate the Boat in accordance with the applicable Owners Manual; (xiii) a change, modification or alteration of the Boat or any of its components; (xiv) use or operation at any time other than during full daylight between one hour after sunrise and one hour before sunset; or (xv) a failure not directly attributable to Bonefish. Moreover, under no circumstances shall Bonefish be liable for: (1) any components, material, equipment, accessories, options or engines or other items not manufactured by Bonefish; (2) normal wear and tear items (e.g., hinges, bolts, screws, latches, caulking, gelcoat, hoses, fittings, filters, electrical items and upholstery); (3) any damage, defect, condition or deterioration caused, in whole or in part, by the environment, climate conditions, electrolysis or galvanic corrosion; (4) incidental damages of any kind such as loss of use, lost time or inconvenience; or (5) any damage or loss in excess of the dollar amount Bonefish was paid for the boat less 15% percent of that amount per year for each year following the date of the boat’s construction..

 

6.      Closing/Ownership.  Bonefish is the lawful owner of the Boat until its conveyance to Client. Ownership of the Boat shall not pass to Client, and Bonefish shall not be obligated to deliver the Boat, until Bonefish’s bank honors full payment. Upon conveyance, the Boat will be free of any lien or encumbrance, and there will be no license fees, fines or other penalties outstanding against its registration. Client is solely liable for any costs relating to registration of the Boat as well as any other costs associated with owning, maintaining or operating it once conveyed. In the event this Agreement, the Invoice or any other document contains a clerical or computation error, or if additional documentation is necessary in order to effectuate the parties’ intent, Client shall cooperate in the execution of new or corrected documentation. All risk of loss associated with the Boat passes from Bonefish immediately upon Client or Client’s agent receiving possession of the Boat. Client shall be solely responsible for any transportation costs from Bonefish and procuring any necessary permission for that transportation.

 

7.      Release and Indemnification. Client releases and shall indemnify Bonefish and the manufacturer(s) of the Boat, together with their respective, officers, employees, directors and owners, from and against any and all Losses that result from, arise out of, or are incurred in connection with Client’s, Client’s agents or Client’s guest’s: (i) negligence or misconduct; (ii) use of the Boat; (iii) failure to comply with applicable law; (iv) failure to comply with the Owner’s Manual for the Boat posted on the associated website; or (v) breach of this Agreement.

 

8.      Intellectual Property. Client acknowledges that the design of the Boat and all of its components, together with the way the Boat is constructed and assembled, is the intellectual property of Bonefish and owned exclusively by Bonefish. Client and Client’s assigns are receiving a personal, non-exclusive and revocable license to use that intellectual property for recreational purposes solely in conjunction with the Boat. Neither Client nor Client’s assigns shall replicate the Boat, in whole or in part, or prepare any derivative works therefrom. If any such copy or derivative work is created, it shall be owned from its inception by Bonefish.

 

9.      Miscellaneous.

 

          9.1 Client shall not assign, subrogate or transfer any interest, obligation or right under this Agreement without prior written consent from Bonefish. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

 

          9.2  Any claim, controversy, suit, or demand arising out of or relating to this Agreement or the Boat shall be resolved by binding arbitration in Pasco County, Florida. Any such arbitration shall be administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS” – jamsadr.com). The arbitration shall be administered and conducted in accordance with JAMS’  then-current Comprehensive Arbitration Rules and Procedures. The prevailing party in any such arbitration proceeding shall be entitled to recover its reasonable attorney’s fees, costs and expenses. 

 

          9.3 Neither party shall have waived its rights under this Agreement absent a specific writing to that effect signed by the party to be charged. No waiver of a breach shall constitute a waiver of any prior or subsequent breach.

 

          9.4  Bonefish shall not be liable for any delay, loss, damage or failure due to causes beyond its control, including strikes, riots, terrorist acts, wars, fires, floods, weather, power failure, parts or material unavailability, acts of God or any other failure, interruption or error not directly caused, or reasonably anticipated, by Bonefish.

 

          9.5  The headings in this Agreement are inserted for convenience only and do not limit or extend its scope. No claim arising out of this Agreement may be asserted by Client more than one (1) year following the date the Boat is delivered.

 

          9.6  Each party represents and warrants that it has full legal authority to enter into and perform the obligations of this Agreement without any additional consent or approval.

 

          9.7  This Agreement, constitutes the entire understanding of the parties, and all prior agreements, duties, representations and understandings are canceled entirely.

 

          9.8 This Agreement shall not be construed more strongly against either party, regardless of who is more responsible for its preparation.

 

          9.9      If there is a conflict between this Agreement and any present or future law, the part of this Agreement that is affected shall be curtailed only to the extent necessary to bring it within the requirements of that law.

 

          9.10 All fees, expenses and other amounts charged under this Agreement are stated and invoiced net of applicable taxes, duties and other similar charges, and. Client shall be solely responsible for any remitting payment to the appropriate authorities..

 

          9.11 This Agreement may only be modified by written agreement of the parties. This Agreement shall also survive the closing of the transaction and not be merged into or otherwise affected by the execution, tender, delivery or acceptance of the Bill of Sale, Manufacturer’s Statement of Origin or other documents executed or delivered at closing.