General Conditions of Sale
GENERAL CONDITIONS OF SALE – GENERAL TERMS
Unless otherwise agreed in writing and confirmed by RIVOYRE INGENIERIE, sending the order by the customer implies total and complete acceptance of these conditions of sale which take precedence over the customer’s conditions of purchase. In the event of a dispute, only the quote (signed or not) and the conditions of sale of RIVOYRE INGENIERIE will be authentic and will constitute the sales contract.
DEFINITION
-The term “RIVOYRE INGENIERIE” designates RIVOYRE INGENIERIE, a limited liability company with capital of 7,622.45 euros, whose head office is located at 100 Rue Albert CAQUOT – 06560 BIOT-SOPHIA ANTIPOLIS, registered with the Trade and Companies Register of GRASSE under number 353 652 53000034, represented by its active legal representative.
– The term “CUSTOMER” designates any natural or legal person ordering Services from RIVOYRE INGENIERIE for purposes falling within the scope of their commercial, industrial, artisanal or professional activity.
– The term “CONTRACT” designates the contractual package accepted by the parties, consisting of the Quote, the User License, the price, the general conditions of sale.
– The term “QUOTE” refers to the document entitled “Quotation” issued by RIVOYRE INGENIERIE, detailing the Services that RIVOYRE INGENIERIE undertakes to perform for the benefit of the Customer, as well as the corresponding financial conditions.
– The term “AGREEMENT” designates full acceptance by the customer of the quote, schedule and general conditions of sale. This agreement will only be valid in writing. This agreement may be constituted by an email sent by the customer, even if it is not electronically signed. This agreement may also be an order.
– The term “STUDY” designates the entire intellectual work of RIVOYRE INGENIERIE through reflection, time and analysis.
– The term “PRICE” designates all of the constituent elements of the contract
– The term “DOCUMENTS” designates the plans, calculation notes, summary notes and generally, any document transmitted by RIVOYRE INGENIERIE
– The term “PARTY(S)” designates the Client and/or RIVOYRE INGENIERIE.
– The term “PLANNING” designates the work schedule proposed by RIVOYRE INGENIERIE
– The term “SERVICES” designates the services identified in the Quotation.
– The term “SERIE” designates the production of an “object” from No. 2 and following ones.
– The term “GCS” designates the General Conditions of Sale.
CONTRACT DOCUMENTS
The “CONTRACT” is made up of all of the following contractual documents:
– 1/Quote (signed or not)
– 2/General conditions of sale (GCS)
– 3/Customer order
The Contract constitutes the entire agreement between the Parties with regard to its subject matter and excludes the application of any other document, in particular the general conditions of purchase or any other document issued by the Customer. In the event of a contradiction, the stipulations of said contractual documents prevail over each other in the aforementioned order. The Quote(1) takes precedence over the general conditions of sale(2), which take precedence over the customer order(3).
CONTRACT
The purpose of the contract is to determine the conditions and terms under which RIVOYRE INGENIERIE and the CUSTOMER undertake to mutually and reciprocally perform their obligations. The CONTRACT is considered concluded from the moment the parties have agreed on the item (sold) and on the price that will be paid by the buyer through the order but also on the user license, an integral part and inalienable by default of any contract, unless explicitly stated on the quote. Without being explicitly mentioned on the quote and/or order, the user license is intrinsically linked to the contract and is an inalienable constituent element.
OBJECT OF THE CONTRACT
The OBJECT designates the element or elements on which the study will focus, the calculation note, the draping plan(s), etc. Without this list being exhaustive, the OBJECT may be: A complete boat / A mast / A boom / A cross / A connecting arm / A spar / A chainplate / A roof / A Flybridge /… etc
ORDERING PROCEDURE
To order Services, the Customer must send a quote request to RIVOYRE INGENIERIE. Based on the Customer’s request, RIVOYRE INGENIERIE will provide them with a Quote. A Contract is only deemed firm and definitive when the Client has expressly given his written consent. This agreement engages the ordering process and the obligations of the parties, including these General Terms and Conditions.
CONDITIONS OF EXECUTION OF SERVICES
a / RIVOYRE INGENIERIE will use all its resources and expertise to carry out the Services diligently and in accordance with the rules of the art. The Services cannot be modified during execution of the Contract without the express prior agreement of RIVOYRE INGENIERIE. The Services provided by RIVOYRE INGENIERIE may take the form of plans, calculation notes or summary notes. RIVOYRE INGENIERIE will retain the intellectual property of the Documents transmitted as part of the performance of the Services referred to in the Quotation. The documents issued by RIVOYRE INGENIERIE will be marked by the following nomenclature:
–NOT GOOD FOR MANUFACTURING (with an index), in red, in pwg and/or pdf format
– GOOD FOR MANUFACTURING (with an index), in green in pwg and/or pdf format The final and officially usable documents will include the words “GOOD FOR MANUFACTURING”, with an index. Only documents containing this mention will be enforceable. It is specified that documents not including this mention will not engage the responsibility of RIVOYRE INGENIERIE. All “DOCUMENTS” transmitted by RIVOYRE INGENIERIE (whatever their format, pwg, pdf, word, Excel, etc.) must not be subject to any modification or use without written validation from RIVOYRE INGENIERIE.
b / RIVOYRE INGENIERIE undertakes to perform the Services in compliance with the applicable legal and regulatory provisions.
c/ The Client expressly acknowledges that RIVOYRE INGENIERIE is bound by an obligation of means, RIVOYRE INGENIERIE cannot guarantee the achievement of a given result.
d/ The duration of execution of the Services is mentioned in the Quotation with an Estimated Schedule. Unless otherwise stated in the Client acknowledges that the aforementioned execution times are purely indicative, RIVOYRE INGENIERIE only undertakes to implement all the diligence required to ensure that the services are carried out within reasonable timeframes.
OBLIGATION OF COLLABORATION
As part of the Contract, the Customer undertakes to provide RIVOYRE INGENIERIE as soon as possible with all the information and documents essential for the successful completion of the Services. In particular, the Customer undertakes to provide RIVOYRE INGENIERIE with all the technical elements necessary to carry out the Services, mentioning all the points which could be important and have an impact on the study. By accepting and validating the Quote, the Customer implicitly undertakes to accept the Schedule. It also undertakes to strictly respect the deadlines mentioned in the Schedule so that the execution of the Services is not delayed. If elements are sent late by the Client, RIVOYRE INGENIERIE will warn the Client that the Schedule may be postponed and that the final delivery of each document will be postponed by a period at least equal to the duration of the delay attributable to the Client.
INSURANCE RIVOYRE
RIVOYRE INGENIERIE is insured for its professional civil liability.
RIVOYRIE INGENIERIE will communicate the details of its insurance policy to the Client upon first request.
PRICE, BILLING, PAYMENT
The price of the Services is determined in the Quotation. Without being explicitly mentioned on the quote and/or order, the user license and the payment of a fee are intrinsically linked to the contract and are inalienable constituent elements. This license and the payment of this “licence of use” are applicable from “OBJECT” No. 2 and following ones, that is to say from the 2nd copy and following ones, unless explicitly mentioned on the quote.
Contract payment
RIVOYRE INGENIERIE alone and unilaterally sets the payment conditions which must apply. The conditions of RIVOYRE INGENIERIE prevail in 100% of cases over the customer’s purchasing conditions. These are mentioned for informational purposes only. Only the conditions of RIVOYRE INGENIERIE apply. The Customer undertakes to pay the deposit referred to in the Quote upon receipt, without exceeding a maximum period of seven (7) days from signing the Quote. Unless otherwise specified in the Quote, all invoices issued by RIVOYRE INGENIERIE are payable upon receipt. In the event of late or non-payment by the Client of any sum due to RIVOYRE INGENIERIE under the Contract and without prejudice to other rights and remedies from which RIVOYRE INGENIERIE may benefit in this regard:
– RIVOYRE INGENIERIE will be automatically owed, as a penalty clause, compensation equal to the entire amount of the service.
– Ten percent (10%) of the amounts unpaid or paid beyond the date set by RIVOYRE INGENIERIE for the first month.
– An additional twelve percent (12%) for each month beyond the first month of delay. RIVOYRE INGENIERIE is expressly authorized to suspend the execution of the Services until the corresponding payments have been made in full without its liability being incurred in any way whatsoever in the event of damage suffered by the Client as a result of the suspension of the Services by RIVOYRE INGENIERIE in accordance with this article.
– For all purposes, RIVOYRE INGENIERIE reserves the right to call on a lawyer and/or the commercial court of its choice to recover its debt. These costs will be billable as soon as the first registered letter is sent and the customer will fully bear the direct and indirect costs of this situation. An invoice will be sent by RIVOYRE INGENIERIE with payment upon receipt.
Payment for the LICENSE OF USE
The user license is payable once a year at least and will be the subject of a professional and sincere exchange between RIVOYRE INGENIERIE and the customer to define the “series” produced, i.e. the quantity of “objects”. » produced during the calendar year. The amounts stated excluding taxes below will be charged, in addition, Value Added Tax according to the rate in force (currently 20%). The amount of the user license is by default, without explicit mention on the quote and unless otherwise stated, from the 2nd and subsequent copies of:
– Fifteen percent (15%) excluding taxes of the Quote amount per “object” produced.
For example, if the contract for the study of a mast is 20.000€ for year N and 2 masts are produced in year N+1, the amount of the user license ( unless otherwise stated on the quote) will be 15%x20.000×2 = 6.000€ at the end of year N+1.
“LICENCE OF USE” since Number 2
The “USE LICENSE” and the rights to these Documents are granted to the intuitu personae Customer exclusively. This user license grants the client clearly designated on the “documents” and only for him the right to use the intellectual work of RIVOYRE INGENIERIE for “serial” use. This exclusivity applies to any document produced by RIVOYRE INGENIERIE through calculation notes, draping plans, design plans, etc. It is by default prohibited to transfer and/or concede and/or redistribute to third parties (apart from the client mentioned) any plan, calculation note, etc. without the prior written consent of RIVOYRE INGENIERIE. The “LICENSEOF USE” presents an inalienable and imprescriptible right and is an integral part of the contract between the parties. Unless previously stated in writing, it is strictly prohibited to copy, modify and/or redistribute the “Documents” to a direct or indirect competitor regardless of its territory and without time limitation. Failure to comply with this ban may result in RIVOYRE INGENIERIE being prosecuted, harming its intellectual work, its income and its reputation. The Client undertakes to use the Documents made available to it only for its own needs and for the sole agreed purposes. The user license gives the customer under the terms of this license to use the “documents” of RIVOYRE INGENIERIE, but does not grant him ownership of the “documents” themselves.
The user license is active by default as soon as the contract is concluded. The user license covers all “Objects” without exception from the moment the contract is concluded. For each year, an exchange will take place between RIVOYRE INGENIERIE and the client in order to define the number of “objects” produced during a given period. A calendar will be put in place on the initiative of RIVOYRE INGENIERIE exclusively in order to define the frequency of exchanges between RIVOYRE INGENIERIE and the Customer to count the number of “objects” produced in series. The customer undertakes to provide honest and sincere visibility of its production in order to define the number of “objects” produced, subject of this license of use. This Production statement is a fully constitutive element of these conditions and of any contract unless expressly written in the order. In the event of non-compliance with this user license or implementation made difficult, RIVOYRE INGENIERIE will call on a lawyer and/or the Commercial Court of its choice, at the full expense of the client. These costs will be billable as soon as the first registered letter is sent and the customer will fully bear the direct and indirect costs of this situation. An invoice will be sent by RIVOYRE INGENIERIE with payment upon receipt.
NON SOLICITATION
The Customer expressly refrains, without prior written agreement from DE RIVOYRE INGENIERIE, from making, directly or indirectly, any offer of engagement to a collaborator (employee or subcontractor) of DE RIVOYRE INGENIERIE assigned to the execution of the Services , or to take him into his service, under any status whatsoever, for the duration of the Contract, as well as for a period of FIVE (5) years from his date of termination whatever the cause. In the event that the Client does not respect this commitment, the latter undertakes to compensate RIVOYRE INGENIERIE by immediately paying, as a penalty clause, compensation equal to three times the total gross remuneration, including employer contributions, paid to the employee. concerned during the THIRTY SIX (36) months preceding his departure.
SUBCONTRACTING
It is expressly agreed between the Parties that RIVOYRE INGENIERIE may subcontract the execution of all or part of the Services without the prior and express consent of the Client, RIVOYRE INGENIERIE remaining in this case solely responsible towards the Client.
ASSIGNMENT OF THE CONTRACT
The Client may not assign all or part of his obligations under the Contract to a third party without the express prior consent of RIVOYRE INGENIERIE.
CONFIDENTIALITY
a/ Both during the duration of the Contract and after its expiration for any reason whatsoever for a period of one (1) year, each Party undertakes not to disclose for any reason whatsoever and to preserve the confidential nature of all information exchanged in the context of the negotiation, conclusion and execution of the Contract. Each Party undertakes to ensure compliance with the same obligation by its managers, employees, employees, possible subcontractors and service providers with whom it may be required to collaborate within the framework of the execution of the Contract.
b/ By way of derogation from the stipulations of Article “a/”, the disclosure of any information does not constitute a breach of the obligation of confidentiality:
– Is known to the public
– Is carried out due to a legal obligation
– Is intended to prove in court the execution of a contractual obligation by one Party for the benefit of the other or, more generally, the absence of fault of one Party towards the other.
CLIENT REFERENCE
By way of derogation from the stipulations of Article “CONFIDENTIALITY”, the Client authorizes RIVOYRE INGENIERIE to state their collaboration, for reference purposes, on the commercial and advertising documents published by RIVOYRE INGENIERIE as well as on its website. In this regard, the Client authorizes RIVOYRE INGENIERIE to mention:
– The company name, brand and/or commercial name of the Client
– The description of the Services carried out by RIVOYRE INGENIERIE for the benefit of the Client.
STUDIES OBJECTS AND DOCUMENTS
RIVOYRE INGENIERIE retains full intellectual property of all documents and exchanges which cannot be communicated or exploited without written authorization. RIVOYRE INGENIERIE remains the owner of all studies or documents given or sent to the client.
ATTRIBUTION OF JURIDICTION
For any possible dispute, only the jurisdiction of the Commercial Court of the Head Office of RIVOYRE INGENIERIE will have jurisdiction. The rights and obligations of the parties are concluded under French jurisdiction and will be drawn up exclusively in French.