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RCG USA LLC - General Terms & Conditions for Field Service

All services are expressly performed subject to these terms and conditions (the “Contract”). Direction to proceed with the work specified, or submission of a purchase order requesting services, shall constitute acceptance of these Terms and Conditions. Any terms in the purchase order that add or are inconsistent with these terms are not accepted without prior written agreement by RCG USA LLC.

RCG USA LLC DOES NOT WARRANT THE FITNESS, SUITABILITY, OR CONDITION OF CUSTOMER'S MACHINERY UPON WHICH THE SERVICES ARE PERFORMED.

  1. Confidentiality - RCG and the undersigned Customer (collectively, the “Parties”) hereby agree that each Party has an affirmative obligation to the other to maintain in the strictest confidence all proprietary information belonging to the other and not to disclose the same to any unauthorized third party.
  2. Sales and similar taxes - RCG's prices do not include local sales, use, excise, value-added, or similar taxes. Customer shall pay or reimburse RCG USA LLC for the gross amount of any present or future tax applicable to the price, sale, or furnishing of services hereunder.
  3. Payment - Unless otherwise specified by RCG in the estimate, payment in full is due 30 days net after the invoice date.
  4. Suspension/Cancellation - In the event Customer requests a suspension of work under this Contract, Customer shall notify RCG in writing no less than three (3) days in advance of the suspension date. The notification shall indicate the anticipated suspension period and the cause for said suspension. RCG shall advise Customer of reasonable expenses incurred by such delay.
  5. Change Orders -  Any alteration or deviation from the scope of work at the time of the estimate necessitating extra costs for machinery problems or conditions discovered after commencement of the work will be executed only upon written change order, and will become an extra charge to the Customer, over and above the contract price.
  6. Delay in performance - RCG shall not be liable for delay in performance due to causes beyond its control, including, but not limited to, weather conditions, wars, acts of terrorism, union-related activities, industrial accidents at ports and/or marinas, interstate lockdowns, time necessary to repair machinery problems discovered upon teardown, delays caused by work being performed by other contractors, or inability to access machinery due to Customer delay. In the event RCG's performance or work is so delayed, RCG shall be entitled to price adjustment for costs and labor resulting in the extension of the time of performance.
  7. Overtime Work - The scope of work states the schedule upon which RCG's proposal is based. In the event Customer changes the work schedule to any basis other than the stated period or desires to complete the work earlier than that specified, the price shall be adjusted in accordance with the published rate schedule.
  8. Quality Workmanship and Remedy - RCG agrees to perform service for Customer on the expressed condition that RCG's sole obligation will be that the service will be performed in a professional and competent manner and will be of the kind and quality described in the proposal.

    THIS AGREEMENT IS PROVIDED IN LIEU OF ALL OTHER AGREEMENTS OR WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, WORKMANLIKE PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, AND/OR ALL OTHER WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED.

    If there is a specific problem with the quality of the service performed, Customer shall document said problem in detail in its official records or logbooks and notify RCG within three (3) days of discovery of the problem so that RCG may inspect and, if appropriate, perform corrective work.In the event RCG performs corrective work, Customer must provide adequate access to the machinery to allow RCG employees to perform these services. Customer assumes any additional costs incurred to provide this access.

    Unless otherwise agreed in writing between RCG and Customer, RCG will only conduct corrective work within Palm Beach, Broward, and Miami-Dade Counties.

    Under no circumstances will RCG agree to perform corrective work beyond one (1) year after completion of the services provided to Customer. RCG expressly reserves the right to refuse to perform corrective work if any of the following shall occur:
    1. improper usage, operation, or repair
    2. unauthorized modification or misuse
    3. damage from lack of care or maintenance
    4. failure to follow recommendations
    5. failure to pay invoices
    6. violation of this Contract
  9. Exculpation and Indemnification - RCG undertakes to perform the work outlined upon condition that it shall not be liable, directly or indirectly, in contract, tort, or otherwise, to the Customer, or any of their agents, servants, or employees, or persons to whom they might be responsible, for any personal injury or death, or damage to its property, or for any consequences thereof, unless such personal injury, death, or damage to its property, or for any consequences thereof, unless such personal injury, death, or property damage is caused by RCG’s gross negligence or willful misconduct, which shall not be presumed, but must be affirmatively established.

    Customer further specifically agrees to defend, indemnify and hold harmless RCG from and against any claim, loss, liability, damage, cost, or expense (including reasonable attorney’s fees), arising out of or connected with the performance or nonperformance of RCG’s work.

    Customer hereby releases, waives and forever discharges RCG from all liability except where caused by gross negligence or willful misconduct.

    Notwithstanding the foregoing, indemnification obligations shall be subject to the limitations of liability set forth in this Contract unless otherwise agreed in writing.
  10. Limitation of Liability and Allocation of Risk - To the fullest extent permitted by applicable law, RCG’s total aggregate liability arising out of or relating to this Contract, whether in contract, tort (including negligence), strict liability, indemnity, or otherwise, and regardless of the theory of recovery, shall not exceed the total amount actually paid to RCG under the applicable Contract.

    This limitation of liability shall apply to all damages, losses, costs, expenses, and reasonable attorneys’ fees arising out of or relating to the Services.

    The limitation of liability set forth herein shall apply to all claims, including those arising from negligence, and shall apply to claims of gross negligence to the fullest extent permitted by applicable law.

    Nothing in this Contract shall limit liability arising from RCG’s gross negligence or willful misconduct to the extent such limitation is prohibited by applicable law.

    In no event shall RCG be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including but not limited to:
    • loss of profit
    • loss of revenue
    • loss of charter hire
    • loss of use of equipment
    • loss of production
    • downtime costs
    • loss of business opportunity
    • liquidated damages imposed by third parties

    The Parties acknowledge that the allocation of risk set forth in this Contract is a material basis of the agreement and that the contract price reflects such allocation.

    The liability limitations stated herein apply to the aggregate of all claims arising from the same project, contract, or purchase order.

  11. Time Limitations for Claims - Any claim relating to the Services must be submitted in writing within twelve (12) months from completion of the Services. Failure to provide written notice within this period shall constitute waiver of such claim.
  12. Standard of Care - RCG shall perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards applicable to marine, power generation, renewable energy, and industrial electrical services. Except as expressly set forth herein, no additional warranties, express or implied, are provided.
  13. Indemnification by Client: Customer shall indemnify, defend, and hold harmless RCG from third-party claims arising out of:
    • operation of equipment following completion of services
    • modifications performed by others
    • pre-existing defects not caused by RCG
    • failure to follow RCG recommendations
    • liabilities imposed by third parties exceeding the limitations contained in this Contract
  14. No Responsibility for System-Wide Consequences - RCG’s Services are limited strictly to the scope described in the applicable contract or purchase order.RCG shall not be responsible for:
    • system-wide performance
    • design deficiencies not prepared by RCG
    • integration failures involving third-party equipment
    • failures of OEM components or software supplied by others
  15. Insurance Alignment - The Parties acknowledge that the pricing of the Services reflects the liability limitations contained in this Contract and that any increase in liability exposure must be accompanied by mutually agreed compensation adjustments.
  16. Site Conditions and Access - RCG reserves the right to refuse or terminate service, without penalty, when in RCG's reasonable opinion; conditions at the equipment location represent a hazard to the safety or health of any RCG employee.
  17. Lodging Terms & Conditions for Engineers Onboard Vessels - Accommodation for the assigned engineer will be provided onboard the vessel for the full duration of the work assignment. Lodging will consist of a standard single cabin equipped with basic amenities including bed, sanitary facilities, and climate control. Housekeeping and linen service will be managed in accordance with vessel standards. The engineer shall comply with all shipboard safety, security, and conduct regulations during the stay, including restricted area access and emergency procedures. Meals will be provided in the crew mess or designated dining areas in line with ship policies. The engineer acknowledges that the lodging is temporary, strictly work-related, and non-transferable, and that any damage to the accommodation or non-compliance with vessel rules may result in liability for associated costs.
  18. Regulations - Prior to issuing its purchase order, Customer shall advise RCG in writing of all applicable site-specific rules, regulations and safety codes that apply to the work site and services to be performed. RCG shall use its best efforts to meet all advised laws, rules, and regulations.
  19. Evidence of Insurance - RCG will, at its own expense, maintain liability insurance during the term of this Contract and provide Customer with Certification upon request. Special, environmental, or excessive coverage limits that are beyond the documented RCG liability limits shall be paid by the customer.
  20. Nuclear Installation - For work performed or services provided to a, nuclear power plant or nuclear installation only, Customer shall furnish an agreement of indemnification as contemplated by Section 170 of the Atomic Energy Act of 1954, as amended (the Act) and also nuclear liability insurance from NELPIA and MAELU, or both. Customer shall reimburse RCG for any RCG-owned material and/or equipment that may become radioactive at the work site.
  21. Arbitration - In order to expedite resolution of any controversy, claim, or dispute between RCG and Customer, the Parties agree that, prior to instituting any legal proceedings or utilizing methods of alternative dispute resolution, they will attempt, in good faith, to resolve such disputes through negotiation for a period of not less than 30 days from notice of such dispute. If the Parties are unable to reach a settlement, any controversy, claim, or dispute arising out of the Parties’ relationship, RCG’s services or work conducted for the benefit of Customer, or otherwise under this Contract, whether occurring in the past, now, or in the future, shall be settled solely and exclusively by binding arbitration in Florida. The prevailing party, if any, as determined by the arbitrator at the request of the parties which is hereby deemed made, shall be entitled to reimbursement for its share of costs and reasonable attorneys’ fees, as well as interest at the statutory rate. IMPORTANT, READ WITH CARE – For the purpose of compelling arbitration, all Parties consent to the jurisdiction and venue of the Federal Court situated within the Southern District of Florida upon service of process made in accordance with the statutes of the United States. All parties waive any and all rights to object to personal jurisdiction in said described forum for the purpose of litigation commenced to compel arbitration. It is also specifically understood and agreed that any party may enforce any award rendered pursuant to the arbitration provisions of this Section by bringing suit in any court of competent jurisdiction.
  22. Maritime Lien - Notwithstanding the Parties’ agreement to submit their disputes to arbitration, for work performed or services provided to a Vessel, RCG shall have a maritime lien against the Vessel, its appurtenances and contents for unpaid sums due under these General Terms & Conditions, as described under the Federal Maritime Lien Act, 46 U.S.C. § 31342. The Customer agrees that he or she is responsible for all costs of collection, including reasonable attorney’s fees, and is responsible for interest at the maximum rate permitted by Florida law in the event a lawsuit is filed to enforce these liens.
  23. Mechanic's Lien - In addition to any rights under state and/or federal law, the Customer acknowledges and agrees that RCG has a possessory mechanic’s lien to secure payment for all billings for work performed or services rendered pursuant to these General Terms & Conditions, for unpaid sums due. The Customer agrees that RCG has a separate right to obtain a non-judicial sale of the Vessel under Florida law, under Fla. Stat. §713.001 et. seq., or any other Florida statute or regulation, should the Customer fail to pay all amounts owed under this Agreement. Owner hereby waives any claim of lack of notice of RCG’s lien.
  24. Equipment Used in the Process of a Project - If by reason of the Customer’s negligence and/or the negligence of the Customer’s agents or employees, equipment that is owned, rented or leased by RCG becomes damaged, stolen, or non-usable in the course of the project, the Customer accepts full responsibility for the repair up to the purchase price of the damaged equipment.
  25. General - If any provision(s) of this Contract shall be held contrary to law, the remaining provisions shall remain in full force and effect. Failure by either party to enforce any contract term shall not be deemed a waiver of future enforcement of that or any other term. This Contract embodies the entire agreement between the Parties and supersedes all prior agreements and understandings relating to the subject matter hereof. There are no other terms, conditions, promises, indemnities, statements, representations, or warranties, express or implied, concerning the transactions contemplated by this Contract.
  26. Applicable Law - This Contract shall be interpreted in accordance with the general maritime law of the United States, insofar as applicable, and otherwise by the laws of the State of Florida.
  27. Force Majeure - Neither Party shall be liable for failure or delay in performing its obligations under this Contract if such failure or delay results from events beyond the reasonable control of the affected Party, including but not limited to, acts of God; hurricanes, floods, fires, or other natural disasters; war or acts of terrorism; civil unrest; labor disputes or strikes; port closures; Government actions or regulations; pandemics or public health emergencies; interruption of transportation or utilities.

    The affected Party shall promptly notify the other Party of such event and shall use commercially reasonable efforts to resume performance as soon as reasonably practicable.

    If the Force Majeure event continues for more than thirty (30) consecutive days, either Party may terminate the affected portion of the Contract upon written notice.
  28. Independent Contractor - RCG shall perform all services under this Contract as an independent contractor, and nothing contained in this Contract shall be deemed to create any partnership, joint venture, agency relationship, or employment relationship between the Parties.

    All personnel provided by RCG in connection with the Services shall remain employees or contractors of RCG and shall not be considered employees of the Customer for any purpose.

    RCG shall retain control over the means, methods, and manner of performing the Services, subject only to compliance with applicable safety rules and operational requirements communicated by the Customer.