These general terms and conditions apply to all services and work performed by NAVAL PROJECTS for any contractual party (hereinafter referred to as the "Client"), subject to any derogation clause contained in a specific and/or subsequent contract.

GENERAL TERMS AND CONDITIONS

1. Scope of Approved Work and Services
1.1. Upon receipt of the Client's request to perform the work and services designated in the published technical specifications, Naval Projects shall submit a written quotation to the Client.
1.2. The quotation shall be deemed accepted by the Client once duly signed by the Client and returned in writing to Naval Projects.
1.3. The quotation shall expire after 30 (thirty) days, unless it is unconditionally accepted by the Client.
1.4. The Client undertakes to provide Naval Projects with all necessary information and documents concerning its status and/or the identity and authority of the signatory of the quotation. Otherwise, Naval Projects may consider itself not to be bound by the quote.
1.5. Any changes, additional work, services, or modifications to the original agreement will be subject to a supplementary quote, which must be duly approved as indicated above.
The consequences resulting from waiting for the Client's approval of the quote or supplementary quote will be the Client's responsibility.

2. Rates and Payment Terms
2.1. Naval Projects will invoice the Client 40% of the total quote upon receipt of acceptance of the quote duly signed by the Client.
2.2. The invoice must be paid in full by the Client within thirty (30) days of its receipt.
2.3. In the event of urgent work, Naval Projects may request an advance payment of the full corresponding price.
2.4. Any agreed price is deemed to have been fully paid. If, for any reason and at any time, the Client requests cancellation of the work or services specified in the quotation duly signed by the Client, or of emergency work, Naval Projects reserves the right to demand payment of the total agreed price and any damages that may result from the cancellation of the work or services.
2.5. The Client shall be liable for the full payment to Naval Projects of the invoiced amounts, as well as all other amounts due in connection with the work and services performed, by the agreed date and in their total amount, without deduction of any kind. The Client irrevocably agrees to waive any right of set-off between the invoiced amounts and any amount considered due by the Client in connection with any contractual or tort claim that it has or may have against Naval Projects. 2.6. All amounts owed to Naval Projects in connection with the work and services performed and not paid by the due date will be immediately and without prior notice subject to late payment interest at an interest rate equal to three (3) times the applicable legal rate plus a fixed penalty of ten (10%) of the amounts due, as well as the sum of forty (40) euros in accordance with Article D441-5 of the French Commercial Code, without prejudice to Naval Projects' right to claim compensation from the Client for any damages incurred resulting from its failure to pay the amounts owed to Naval Projects in full.
2.7. Naval Projects shall under no circumstances be obligated to bear any expense, guarantee, or payment or to advance money in connection with the work and services performed, unless this has been previously agreed to by Naval Projects at the Client's request. It is understood that any advance made by Naval Projects shall not be construed as a waiver of the provisions hereof.
2.8. Naval Projects' prices are always quoted exclusive of VAT, and the invoicing and payment currency is the EURO.

3. Lien
3.1. Notwithstanding any lien granted to Naval Projects by law, the Client acknowledges that Naval Projects shall also have a general and continuing contractual lien on all of the Client's property, and all related documents, in the possession, custody, or control of Naval Projects, for all sums, costs, expenses, fines, penalties (including, without limitation, court and attorney fees), advances, or damages incurred by Naval Projects of any nature whatsoever in connection with any work or services or other transaction involving the Client, including any storage relating to any property held under lien.
3.2. If any amount due to Naval Projects is not paid on time and if the payment reminder from Naval Projects remains unanswered for thirty (30) days, in this case, after a period of ten (10) days from the date of sending a second written reminder, Naval Projects may sell, dispose of or manage these goods or documents, as agent, at the Client's expense and use the profits in settlement of these amounts to cover the pledge. Any surplus

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4. Subcontractors
Naval Projects shall be authorized to freely subcontract all or part of the work and services to any entity of its choice, but shall remain liable to the Client.

5. Service Providers Designated by the Client.
5.1. The Client may not entrust any service or work to any entity during the period of Naval Projects' intervention without the express prior consent of Naval Projects. To this end, the Client must provide Naval Projects with all information and documents it may request concerning the company, the identity of its personnel, and the nature and schedule for the completion of the work and services.
5.2. Naval Projects reserves the right to invoice the Client for handling costs incurred to enable the completion of the work and services entrusted to the entity designated by the Client. In the absence of any such agreement, Naval Projects will apply a minimum rate of fifteen (15%) of the invoice of said entity, subject to any additional costs actually incurred. 5.3. Naval Projects assumes no liability for the work and services performed by any entity designated by the Client.

6. Supervision of Work or Services
6.1. The Client is authorized to supervise, at its own expense and risk, the progress of the work and services entrusted to Naval Projects, subject to a prior written request made within a minimum of twenty-four (24) hours, and the provision to Naval Projects of any information and documentation it may request, in particular concerning the identity and authority of the Client's representative.
6.2. The Client shall indemnify Naval Projects for any loss, damage, or injury suffered by its employees or third parties, caused by persons acting on behalf of the Client or with the Client's consent on Naval Project's premises, and the Client shall indemnify Naval Projects against any claims by Naval Projects employees or third parties.
6.3. The Client shall bear the consequences of any delay in the execution of the work and services performed by Naval Projects due to the inspection carried out.

7. Delivery of Work and Services
7.1. The performance deadlines specified in the contract are given for informational purposes only, unless a "hard" deadline (including a strict delivery date) has been specified by the Client and accepted by Naval Projects.
7.2. The start date of the deadline is the day the vessel is made available to Naval Projects and ready for work, provided that the conditions referred to in Articles 1 and 2 are met. 7.3. Performance deadlines, even if "imperative," will be automatically extended if the delay results directly or indirectly from a situation not attributable to Naval Projects, including but not limited to (i) any case of force majeure as defined in Article 18, (ii) any modification of the contract accepted by both parties as provided for in Article 1.5, (iii) any failure by the Client to comply with the contractual conditions, in particular with regard to the payment of any amount due by the Client; (iv) any act or omission by the Client or its agents; (v) any delay in the delivery of materials, equipment, or services ordered by the Client from suppliers other than Naval Projects.
7.4. Unless a mandatory deadline is agreed upon, Naval Projects shall not be held liable for any reasonable delay in the delivery of its works and services.
7.5. When a "compulsory" deadline has been agreed, Naval Projects shall only be liable for damages resulting from a delay if the Client demonstrates that the damages result directly and exclusively from a delay attributable to Naval Projects.
7.6. Naval Projects shall be released from all liability for any delay, resulting directly or indirectly from a situation not attributable to Naval Projects, as defined in Article 7.3.
7.7. Naval Projects' liability for delay under the conditions set out in Articles 7.4 and 7.5 shall not exceed, in total and for the entire duration of the contract, three (3)% of the contract price.

8. Taxes
8.1. In order to benefit from the VAT exemption, the Client must provide Naval Projects with all information and documents required by applicable laws and regulations. Failing this, the Client shall be liable for payment under the conditions set out therein.
8.2. The Client shall indemnify Naval Projects for any amount owed and/or any liability incurred towards a third party due to non-compliance with its tax obligations under applicable laws and regulations.

9. Classification Society
9.1. The Client is required to inform the classification society of the location where the vessel's repairs are being carried out and the nature of the work carried out, and also to obtain the corresponding approvals and certificates from the classification society in a timely manner and at its own expense.

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10. Warranty
10.1. The work and services performed by Naval Projects are guaranteed for one (1) year from the date of the certificate of completion issued upon delivery, or failing that, from the expiry of the payment period of the final invoice.
10.2. The warranty is limited to repairs or replacement of defective parts, and therefore includes only the cost of parts and labor, excluding any other costs such as dismantling, transportation, etc.
The warranty does not include any direct or indirect, material or immaterial damage that the Client may suffer.
10.3. The Client shall lose all warranty rights if it does not notify Naval Projects, by registered letter with acknowledgment of receipt, of any damage or incident affecting the vessel within 48 hours of the occurrence of said damage or incident.
10.4. The Client shall lose all warranty rights if it undertakes, or has a third party undertake, any repair or replacement of any part(s) without the prior consent of Naval Projects.
10.5 The implementation of this warranty shall not constitute an admission of liability or of poor performance of work and services by Naval Projects.
10.6. With regard to equipment not manufactured by Naval Projects, the warranty provided by the latter to the Client shall be limited to the original manufacturer's warranty.
10.7 The warranty does not cover normal wear and tear of parts or use not in accordance with the manufacturer's or Naval Projects' recommendations.
10.8. Any parts and components removed from the vessel and placed ashore shall be stored at the Client's expense and risk and shall become the property of Naval Projects if the Client does not recover them within three (3) months of written notification from Naval Projects.

11. Insurance
11.1. The Client must be insured and must maintain valid hull insurance and third-party liability insurance during repairs and sea trials.
11.2. Unless otherwise agreed in writing, Naval Projects is not required to take out insurance on behalf of the Client, the cost of which will be borne by the Client, if applicable.
11.3. Naval Projects has taken out third-party liability insurance covering its liabilities under the contract at appropriate levels.
11.4. The Client waives all claims for material and/or immaterial damage against Naval Projects or Naval Projects' insurers for any amount exceeding €220,000 and undertakes to obtain the same waiver from its insurers.

12. Custody of the Vessel
During the performance of the works and services, the vessel remains in the physical and legal custody of the Client and/or its representative.
The Client assumes all responsibilities arising therefrom.

 

13. Documents
13.1. Naval Projects reserves all proprietary rights, copyrights, and other industrial property rights in its documents, which must be treated as strictly confidential. Unless otherwise authorized in writing by Naval Projects, the above documents must not be used for any purpose other than the performance of the contract and must not be reproduced or disclosed to third parties. This non-disclosure obligation shall remain in effect beyond the end of the contract.
13.2. If Naval Projects uses plans, documents, and information provided by the Client for the performance of the works and services, the Client shall indemnify Naval Projects against any third-party claims based on infringements of copyrights, patents, and other industrial property rights of third parties resulting from the use of these plans, documents, or information provided by the Client.
 

14. Client Warranty
14.1. The Client warrants that: (a) the description of the works and services to be performed by Naval Projects is complete and correct; (b) the equipment that may be provided by the Client to Naval Projects in connection with the performance of the works and services is in good condition and suitable for the works and services to be performed; and (c) all documents necessary for the performance of the works and services by Naval Projects are provided to Naval Projects in a timely manner and are authentic, valid, complete, and accurate.

14.2 The Client shall undertake to provide a Risk Register to identify areas, rooms, equipment, tools, or any other element of the vessel containing traces of asbestos, lead, formaldehyde, or any other material or substance likely to present a danger to human health or the environment, the use of which may be prohibited or regulated by applicable laws and regulations. The Client shall be liable for any direct or indirect damage caused by the presence of these materials or substances.
14.3. The Client warrants that it is in compliance and will continue to be in compliance during the work and services performed by Naval Projects with all applicable government laws and regulations relating to the performance of the work and services.
14.4. The Client shall inform Naval Projects in writing of any special circumstances affecting the stability or seaworthiness of the vessel.
14.5 The Client shall be liable and shall indemnify Naval Projects for any costs, damages, or liabilities incurred as a result of a breach of the warranties and obligations set forth in this clause.

 

15. Sea Trials
15.1. Departure, towing, pilotage, and sea trials are carried out at the Client's request and at its sole expense and risk.
15.2 The Client must provide the necessary personnel and supplies (fuel, oil) for sea trials.
15.3. Sea trials must be covered by the vessel's insurance and are subject to authorization from customs and port authorities.

16. Personal Data
16.1. In this article, the term "personal data" has the same meaning as in Regulation (EU) No. 2016/679 of the European Parliament and of the Council of April 27, 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation).
16.2. The controller of the Client's personal data is Ms. Florence Vareilles. Ms. Florence Vareilles can be contacted by email (f.vareilles@navalprojects.com) or by post (Quai du Petit Rang, Bureau du Port Toulon Vieille Darse, 83000 Toulon).
16.3. The data controller makes every effort to ensure that the Client's personal data processed is adequately protected.
16.4. The Client's personal data is collected in order to perform the work and services ordered by the Client.
16.5. As part of the performance of the work and services ordered by the Client, the data controller may disclose the Client's personal data to third parties, including, but not limited to, subcontractors, banks, and IT system and equipment providers.
16.6. The data controller will never sell the Client's personal data.
16.7. The data controller will retain the Client's personal data for as long as necessary to perform the work and services. The data controller may retain the Client's personal data after the completion of the work and services to establish, assert, or defend against any claims.
16.8. The Client has the right to request from the data controller access to, rectification, or erasure of personal data, or restriction of processing of personal data, or to object to processing. The Client also has the right to data portability.
16.9. The Client has the right to complain to the data controller about any problem related to the processing of personal data, and, if this problem cannot be resolved amicably, to the French National Commission for Information Technology and Civil Liberties (CNIL): www.cnil.fr.

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17. Events Affecting Performance
If it is determined at any time that the performance of the works or services is affected or likely to be affected by any obstacles, risks, difficulties, or disadvantages of any kind, regardless of the cause, including force majeure as defined in Article 18, or if at any time during the performance of the works or services it is determined that the Client has not complied with its obligations and guarantees provided herein, or with applicable laws, Naval Projects may, subject to prior notification to the Client, suspend performance of the works or services or terminate the contract if the event giving rise to such notification has not ceased within the reasonable time specified in the notification. The Client shall be held liable for any damages suffered and costs incurred.

 

18. Force Majeure
18.1 For the purposes of this clause, "Force Majeure" means any event beyond the control of a Party, which could not reasonably have been foreseen at the time of entering into this Contract and whose effects could not be avoided by appropriate measures, and which prevents said Party from performing any of its obligations under this Contract, including, but not limited to: foreign war, civil war, riot or civil commotion, attacks, acts of terrorism, sabotage, regional or national strikes, lockouts, natural disasters, fire, explosion, or epidemic. With respect to Naval Projects, Force Majeure extends to its subcontractors and suppliers, provided that the aforementioned conditions are met.
18.2 Neither Party shall be liable for any failure to perform its contractual obligations if and to the extent that such performance has been delayed or temporarily prevented by Force Majeure. 18.3 In the event of Force Majeure, the Party that is or may be delayed in the performance of this Agreement shall promptly notify the other Party, specifying the details (nature, expected duration, and likely impact) and shall make every reasonable effort to remedy the situation without delay.
18.4 Following notification of Force Majeure, the Parties shall meet promptly to agree on mutually acceptable measures to minimize the effects of such an event.
18.5 Each Party shall have the right to terminate this Agreement by notifying the other Party if the performance of this Agreement is prevented for more than 30 (thirty) days.

19. Liability
19.1. Naval Projects shall only be liable for any loss, damage, or expense to the extent that Naval Projects has committed a fault, gross negligence, or wilful misconduct in the performance of its obligations.
19.2. Naval Projects' liability shall be excluded in the event of any damage arising from the Client's failure to comply with the provisions of Article 14.
19.3. Naval Projects' liability shall be excluded in the event of the occurrence of each of the following: (a) force majeure as defined in Article 18; (b) any inherent defect in the vessel; (c) any act, breach of warranties or obligations, negligence, or omission of the Client; (d) any damage caused by the hazardous materials referred to in Article 14; or (e) any other event provided for herein.
19.4. Naval Projects shall under no circumstances be liable for indirect costs or consequential damages, specific damages, punitive damages of any kind, or moral damages.
19.5. Under no circumstances shall Naval Projects' liability exceed 1/3 of the agreed price for the performance of the work or services relating to the claim.

 

20. Limitation Period
Subject to Article 19.4 above, any claim against Naval Projects shall be time-barred upon expiry of a period of twelve (12) months from the date of the certificate of completion of works and services.

21. Applicable Law and Jurisdiction.
21.1. The contractual relationship between the Client and Naval Projects shall be governed by French law.
21.2. Any dispute arising between Naval Projects and the Client shall fall under the exclusive jurisdiction of the Commercial Court of Toulon.