The present General Terms and Conditions shall govern all services and works rendered by LE HAVRE NAVAL PROJECTS SASU (hereinafter “LH Naval Projects”) to any contracting party (hereinafter “the Client”), subject to any derogatory clause contained in any specific and/or subsequent contract.
GENERAL TERMS AND CONDITIONS
1. Scope of the agreed works and services
1.1. Upon receipt of a request from the Client to perform works and services designated in its published technical specifications, LH Naval Projects submits a written quote offer to the Client.
1.2. The quote offer shall be deemed accepted by the Client upon its return to LH Naval Projects duly signed by the Client.
1.3. The quote offer shall expire after 30 days, in the absence of its unreserved acceptance by the Client.
1.4. The Client undertakes to provide to LH Naval Projects all necessary information and documents concerning its status and/or the identity and authority of the signatory of the quote offer. Otherwise, LH Naval Projects can hold itself not bound by the offer.
1.5. All changes or additional works and services or amendments of the original agreement will be subject to a complementary order, to be duly approved as per above.
2. Tariffs and Payment conditions
2.1. LH Naval Projects shall invoice to the Client 40% of the total quoted price upon receipt of the quote offer duly signed by the Client.
2.2. The invoice shall be fully paid by the Client within thirty (30) days from the date of its receipt.
2.3. In case of emergency works, LH Naval Projects may request an advance payment of the full corresponding price.
2.4. Any agreed price shall be deemed fully earned. If, for any reason and at any time, the Client requests the cancellation of the performance of the works or services specified in the quote offer duly signed by the Client, or of the emergency works, LH Naval Projects reserves the right to demand payment of the full agreed price, and of any damages that may result from the cancellation of the works or services.
2.5. The Client shall be responsible for the full payment to LH Naval Projects of the entire sums charged and all other sums due in connection with the works and services carried out, on the agreed date and for their full amount, without possible deduction of any sort. The Client irrevocably agrees to waive any right of set-off between the sums charged and any amount due under a contractual or tortuous claim, which it has or may have against LH Naval Projects.
2.6. All sums owed to LH Naval Projects in connection with the works and services carried out and unpaid at their due date shall bear immediately and without necessary prior notice, interest at three per cent (3%) above the applicable legal rate increased of a lump sum penalty of 10% of the sums owed, and of the sum of 40 Euros as per article D441-5 of the Commercial Code, without prejudice to LH Naval Projects’ right to claim from the Client an indemnity for any damage incurred as a result of its failure to make full payment of the sums owed to LH Naval Projects.
2.7. LH Naval Projects shall be under no obligation to incur any expense, guarantee or payment, or to advance any money in connection with the works and services carried out, unless the same is previously provided to LH Naval Projects by the Client on demand. It is understood that any advance made by LH Naval Projects shall not be construed as a waiver of the provisions hereof.
2.8. LH Naval Projects’ tariffs are always indicated exclusive of VAT and the currency is the EURO.
3. Right of lien
3.1. Irrespective of any lien granted to LH Naval Projects by law, the Client acknowledges that LH Naval Projects shall have a further contractual continuing general lien on any and all property of the Client, and all documents relating thereto, in LH Naval Projects’ possession, custody or control, for all sums, charges, expenses, fines, penalties (including, without limitation, attorney fees and costs), advances or damages incurred by LH Naval Projects of whatever nature in connection with any works or services or other transaction involving the Client, including storage accruing on any property detained under lien.
3.2. If any claim by LH Naval Projects remains unsatisfied for thirty (30) days after demand for its payment is made, then after ten (10) days have passed from the date written notice is sent, LH Naval Projects may sell or dispose of or deal with such property or documents as agent for, and at the expense of, the Client and apply the proceeds in or towards the payment of such sums as may be necessary to satisfy such lien. Any surplus from such sale shall be transmitted to the Client. The Client shall be liable for any deficiency in the sale. LH Naval Projects shall, upon accounting to the Client for any balance remaining after payment of any sum due to LH Naval Projects, and for the cost of sale and/or disposal and/or dealing, be discharged of any liability whatsoever in respect of the property or documents.
LH Naval Projects shall be entitled to freely subcontract all or part of the works and services to any entity of its choice, without its liability to the Client being thereby affected.
5. Service providers designated by the Client.
5.1. No entity may be entrusted by the Client to undertake any service or work during the period of LH Naval Projects’ intervention, without LH Naval Projects’ prior express agreement. To this end, the Client must provide to LH Naval Projects all the information and documents it may request concerning the entity, the identity of its staff, the nature and time schedule of the works and services to be performed.
5.2. LH Naval Projects reserves the right to invoice the Client handling costs incurred to allow the achievement of the works and services entrusted to the entity designated by the Client. In the absence of any agreement in this respect, LH Naval Projects shall be entitled to apply a minimum rate of 15% of the invoice of the said entity, subject to any additional costs actually incurred.
5.3. LH Naval Projects does not guarantee any works and services performed by any entity designated by the Client.
6. Supervision of the works or services:
6.1. The Client is entitled to supervise, at its own costs and risks, the progress of the works and services entrusted to LH Naval Projects, subject to a minimum 24h prior written request and to communicating to LH Naval Projects all information and documentation it may require, in particular regarding the identity and authority of the Client’s representative.
6.2. The Client shall indemnify LH Naval Projects of any and all loss, damage or injury sustained by any of its employees or third parties, caused by persons acting on behalf of the Client or with the Client’s consent at the premises of LH Naval Projects and the Client must hold LH Naval Projects harmless against any claims of LH Naval Projects’ employees or third parties.
6.3. The Client shall bear the consequences of any delay in the execution of the works and services by LH Naval Projects, by reason of the inspection undertaken.
7. Delivery of the works and services:
7.1. Unless a strict date of delivery is agreed, LH Naval Projects shall not be liable for any reasonable delay in the delivery of its works and services.
7.2. In any event, the date of delivery can be postponed in case of delay in payment or any delay due to the Client’s breach of its obligations or to any cause beyond LH Naval Projects’ control.
8.1. In order to benefit from the VAT exemption, the Client shall provide LH Naval Projects with all information and documents required by the applicable laws and regulations.
8.2. The Client shall indemnify and hold harmless LH Naval Projects from any sums due and/or any liability incurred vis-à-vis any third party, by reason of its non-compliance with the applicable laws and regulations.
9. Classification society
9.1. The Client is responsible for notifying the classification society of the vessel’s place of repairs and of the works being carried out, and for obtaining from it the relevant visas and certificates.
9.2. LH Naval Projects does not have any duty to report to the classification society.
10.1. The works and services by LH Naval Projects are guaranteed during one (1) year as from the date of the certificate of completion drawn on delivery.
10.2. The guarantee is limited to the repair or the replacement of the defective part, and shall not include any indirect costs or consequential damage.
10.3. The Client shall lose the right to any guarantee if it does not notify LH Naval Projects, in writing, of any damage or event affecting the vessel, within 48h from the occurrence of the said damage or event.
10.4. The Client shall lose the right to any guarantee if it undertakes any repair or replacement of any part, without LH Naval Projects’ prior advice and approval.
10.5. For the equipment manufactured outside LH Naval Projects, the latter will provide the original maker guarantee.
10.6. The guarantee shall not cover second-hand parts.
10.7. All elements removed from the vessel and taken ashore shall be stored at the Client’s costs and may be destroyed or sold, at the Client’s costs, should the Client fail to take delivery thereof within three months from LH Naval Projects’ written request in this respect.
11.1. The Client must be insured and must maintain the vessel’s hull insurance and third-party liability insurance, in validity during the repairs and sea trials.
11.2. Unless otherwise agreed in writing, LH Naval Projects shall not take out any insurance for the Client’s account.
11.3. LH Naval Projects is covered by third party liability insurance.
11.4. LH Naval Projects has subscribed to an insurance cover in guarantee of its civil liability for the overall of its activities with a limit of 220 000 euros.
. The Client agrees to waive any claim for any material and/or immaterial damage against LH Naval Projects or LH Naval Projects’ insurers for any amount over 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 shall remain under the physical and legal custody of the Client.
13.1. LH Naval Projects reserves all proprietary rights, copyrights and other industrial property rights in its documents, which must be treated as strictly confidential. Unless authorized in writing by LH Naval Projects, above documents may not be used for any other purpose but the fulfilment of the contract and may not be reproduced or disclosed to third parties. This non-disclosure obligation shall remain in effect beyond the termination of the contract.
13.2. If LH Naval Projects uses plans, documents and information provided by the Client for the performance of works and services, the Client must indemnify and hold LH Naval Projects harmless against any claims from third parties based on violations of copyrights, patents and other industrial property rights of third parties resulting from the utilization of such plans, documents or information provided by the Client.
14. Warranties of the Client
14.1. The Client warrants that: (a) the description of the works and services to be carried out by LH Naval Projects is complete and correct; (b) the equipment that could be supplied by the Client to LH Naval Projects in relation to the performance of the works and services is in sound condition and is fit for the requested works and services; and (c) all necessary documentation related to the works and services shall be handed to LH Naval Projects in due time and shall be authentic, valid, complete and accurate.
14.2. The Client warrants that it complies and will continue to comply during the works and services undertaken by LH Naval Projects with all applicable laws and government regulations related to the performance of the works and services.
14.3. The Client must advise LH Naval Projects in writing of any special circumstance affecting the stability or seaworthiness of the vessel and shall indemnify LH Naval Projects of any costs, damage or liability incurred by reason of any missing or wrong information in this respect.
15. Sea trials
15.1. The departure, towage and sea trials are done at the request of the Client and at its exclusive costs and risks.
15.2. Sea trials must be covered by vessel’s insurance and are subject to the Customs’ and Port Authorities’ authorization.
16. PERSONAL DATA
16.1. “Personal data” in this article has the same meaning as in the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 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. Contact with Ms. Florence VAREILLES is possible by email (firstname.lastname@example.org) or by post (125 boulevard Clémenceau, capitainerie du port de plaisance, 76600 LE HAVRE, France).
16.3. The controller makes every effort to ensure that the Client’s processed Personal data is adequately secured.
16.4. The Client’s Personal data is collected in order to carry out the works and services ordered by the Client.
16.5. In connection with the performance of the works and services ordered by the Client, the controller may disclose the Client’s Personal data to third parties, including but not limited to subcontractors, banks, providers of IT systems and equipment.
16.6. The controller will never sell the Client’s Personal data.
16.7. The controller will keep the Client’s Personal data for as long as necessary to perform the works and services. The controller may keep the Client’s Personal data, after the completion of the works and services, to establish, assert or defend against a possible claim.
16.8. The Client has the right to request from the controller access to and rectification or erasure of Personal data or restriction of processing of Personal data or object to processing. The Client has also the right to data portability.
16.9. The Client has the right to complain about the controller to the data protection supervisory authority, the Commission Nationale de l’Informatique et des Libertés (CNIL): www.cnil.fr. Please contact the controller first in order to fix any issue related to the processing of Personal data.
17. Matters affecting performance
If at any time the performance of the works or services is affected or is likely to be affected by any hindrance, risk, delay, difficulty or disadvantage of any kind, howsoever arising, or if at any time during the performance of the works or services, it is established that the Client did not comply with any of the warranties stated therein, or with applicable laws, LH Naval Projects may, without prior notice to the Client, suspend the performance of the works or services or terminate the contract. The Client shall be held liable for any consecutive damage sustained and costs incurred.
18. LH Naval Projects’ liability
18.1. LH Naval Projects shall only be liable to the Client for any loss, damage or expense to the extent that LH Naval Projects fails to exercise due diligence and to take reasonable measures in the performance of its duties, and then only for loss, damage or expense which occurs when LH Naval Projects has exclusive physical custody of the vessel.
18.2. LH Naval Projects’ liability shall be excluded in case of occurrence of any damage due to the Client’s lack of compliance with the provisions of article 14.
18.3. LH Naval Projects’ liability shall be excluded in case of occurrence of any of the following events: a) force majeure; b) any inherent defect of the vessel; c) act, breach of warranties or obligations, negligence, omission by the Client; d) decisions or acts of the Government, State Administration, or any other competent authority; e) strikes, lockouts or work conflicts; and more generally (f) any cause or event beyond LH Naval Projects’ control.
18.4. In no event shall LH Naval Projects be liable for any act, omission or default by it in connection with the works or services carried out unless a claim is notified to it within one hundred eighty (180) days from date of completion of works or services.
18.5. LH Naval Projects shall in no event be held liable for indirect costs or consequential damage, special or punitive damages of any kind, or moral damage.
18.6. In no circumstance shall LH Naval Projects’ liability exceed 1/3 of the price agreed for the performance of the works or services subject of the claim.
19. Time bar
Subject to article 17.3 above, all claims of against LH Naval Projects shall be time-barred upon the expiry of 12 months as of the date of the certificate of completion of the works and services.
20. Applicable law and Jurisdiction
20.1. The contractual relationship between the Client and LH Naval Projects shall be governed by French law.
20.2. Any dispute arising between the LH Naval Projects and the Client shall be subject to the exclusive jurisdiction of the Commercial Court of Le Havre (Tribunal de Commerce du Havre).