General Terms and Conditions of Sale
GENERAL TERMS AND CONDITIONS OF SALE – GENERAL PROVISIONS
Unless otherwise specifically agreed in writing and confirmed by RIVOYRE INGENIERIE, the client’s submission of an order implies their full and complete acceptance of these terms of sale, which shall always prevail over the client’s terms of purchase. In the event of a dispute, only the quotation (signed or not) and RIVOYRE INGENIERIE’s terms of sale shall be authoritative and constitute the “CONTRACT”.
DEFINITION
The term “RIVOYRE INGENIERIE ” refers to RIVOYRE INGENIERIE, a limited liability company with a capital of 7,622.45 euros, whose registered office is located at 100 Rue Albert CAQUOT – 06560 BIOT-SOPHIA ANTIPOLIS, registered with the GRASSE Trade and Companies Register under number 353 652 53000034, represented by its acting legal representative.
The term “CLIENT ” refers to any natural or legal person ordering Services from RIVOYRE INGENIERIE for purposes falling within the scope of their commercial, industrial, craft, or professional activity.
The term “CONTRACT ” refers to the contractual whole accepted by the parties, comprising the Quotation, the User License, the price, and the general terms and conditions of sale.
The term “QUOTATION ” refers to the document titled “Quotation” issued by RIVOYRE INGENIERIE, detailing the Services that RIVOYRE INGENIERIE undertakes to perform for the Client, as well as the corresponding financial conditions.
The term “AGREEMENT ” refers to the client’s full and complete acceptance of the quotation, the schedule, and the general terms and conditions of sale. This agreement shall only be valid in writing. This agreement may consist of an email sent by the client, even if not electronically signed. This agreement may also be an order.
The term “STUDY ” refers to the entire intellectual work of RIVOYRE INGENIERIE through reflection, time, and analysis.
The term “PRICE ” refers to all constituent elements of the contract.
The term “DOCUMENTS ” refers to plans, calculation notes, summary notes, and, generally, any piece transmitted by RIVOYRE INGENIERIE.
The term “PARTY(IES) ” refers to the Client and/or RIVOYRE INGENIERIE.
The term “SCHEDULE” refers to the work schedule proposed by RIVOYRE INGENIERIE.
The term “SERVICES ” refers to the services identified in the Quotation.
The term “SERIES ” refers to the production of an “object” from No. 2 onwards.
The term “GTC ” refers to the general terms and conditions of sale.
CONTRACTUAL DOCUMENTS
The “CONTRACT” is formed by the following contractual documents:
1/Quotation (signed or not)
2/General Terms and Conditions of Sale (GTC)
3/Client order
The Contract constitutes the entire agreement between the Parties regarding its subject matter and excludes the application of any other document, particularly the general terms of purchase or any other document issued by the Client. In case of contradiction, the stipulations of the aforementioned contractual documents shall prevail over each other in the order specified above.
The Quotation (1) prevails over the general terms and conditions of sale (2), which prevail over the client order (3).
CONTRACT
The purpose of the Contract is to define the terms and conditions under which RIVOYRE INGENIERIE and the CLIENT undertake to mutually and reciprocally fulfill their obligations. The CONTRACT is considered concluded from the moment the parties have agreed on the item (sold) and the price to be paid by the buyer through the order, as well as on the user license, an integral and inalienable part of any contract by default, unless explicitly stated otherwise in the quotation. Without being explicitly mentioned in the quotation and/or the order, the user license is intrinsically linked to the contract and is an inalienable constituent element thereof.
SUBJECT MATTER OF THE CONTRACT
The SUBJECT MATTER refers to the element or elements that will be covered by the study, the calculation note, the draping plan(s)…
Without this list being exhaustive, the SUBJECT MATTER may be:
A complete boat / A mast / A boom / A spreader / A connecting arm / A stringer / A chainplate / A cabin top / A Flybridge /… etc.
ORDER PROCEDURE
To order Services, the Client must send a request for quotation to RIVOYRE INGENIERIE.
Based on the Client’s request, RIVOYRE INGENIERIE will provide a Quotation. A Contract is only considered firm and definitive when the Client has expressly given their written agreement. This agreement initiates the ordering process and the obligations of the parties, including these GTC.
CONDITIONS FOR PERFORMANCE OF SERVICES
a / RIVOYRE INGENIERIE will deploy all its resources and expertise to perform the Services diligently and in accordance with best practices.
The Services may not be modified during the performance of the Contract without the express prior agreement of RIVOYRE INGENIERIE. The Services performed by RIVOYRE INGENIERIE may take the form of plans, calculation notes, or summary notes.
RIVOYRE INGENIERIE shall retain intellectual property rights over the Documents transmitted within the scope of the Services referred to in the Quotation.
Documents issued by RIVOYRE INGENIERIE will be marked with 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 definitive and officially usable documents will bear the mention “GOOD FOR MANUFACTURING”, with an index. Only documents bearing this mention shall be enforceable. It is specified that documents not bearing this mention shall not engage the responsibility of RIVOYRE INGENIERIE.
All “DOCUMENTS” transmitted by RIVOYRE INGENIERIE (regardless of their format, pwg, pdf, Word, Excel…) shall not be subject to any modification or exploitation without the written validation of RIVOYRE INGENIERIE.
b / RIVOYRE INGENIERIE undertakes to perform the Services in compliance with applicable legal and regulatory provisions.
c / The Client expressly acknowledges that RIVOYRE INGENIERIE is bound by an obligation of means, RIVOYRE INGENIERIE being unable to guarantee the achievement of a specific result.
d/ The duration of the Services’ performance is mentioned in the Quotation with an estimated Schedule. Unless otherwise stated, the Client acknowledges that the aforementioned performance deadlines are purely indicative, RIVOYRE INGENIERIE undertaking solely to exercise all due diligence to ensure that the services are performed within reasonable timeframes.
OBLIGATION OF COOPERATION
Within the framework of the Contract, the Client undertakes to provide RIVOYRE INGENIERIE, as soon as possible, with all information and documents essential for the proper performance of the Services. In particular, the Client undertakes to provide RIVOYRE INGENIERIE with all technical elements necessary for the performance of the Services, mentioning all points that could be important and have an impact on the study. By accepting and validating the Quotation, the Client implicitly agrees to accept the Schedule. They also undertake to strictly adhere to the deadlines mentioned in the Schedule so that the performance of the Services is not delayed. If elements are sent late by the Client, RIVOYRE INGENIERIE will inform the Client that the Schedule may be delayed and that the final delivery of each document will be postponed for a period at least equal to the duration of the delay attributable to the Client.
INSURANCE
RIVOYRE INGENIERIE is insured for its professional civil liability.
RIVOYRE INGENIERIE will provide its insurance policy details to the Client upon first request.
PRICE, INVOICING, PAYMENT OBLIGATIONS
The price of the Services is determined in the Quotation. Without being explicitly mentioned in the quotation and/or the order, the user license and the payment of a royalty are intrinsically linked to the contract and are inalienable constituent elements thereof. This license and the payment of this royalty are applicable from “OBJECT” No. 2 onwards, i.e., from the 2nd copy and subsequent ones, unless explicitly stated otherwise in the quotation.
Contract Payment
RIVOYRE INGENIERIE alone and unilaterally sets the payment terms that shall apply. RIVOYRE INGENIERIE’s terms prevail in 100% of cases over the client’s terms of purchase. The latter are mentioned for informational purposes only. Only RIVOYRE INGENIERIE’s terms apply.
The Client undertakes to pay the deposit specified in the Quotation upon receipt, within a maximum period of seven (7) days from the signing of the Quotation.
Unless otherwise specified in the Quotation, all invoices issued by RIVOYRE INGENIERIE are payable upon receipt.
In case of delay or default in payment by the Client of any sum due to RIVOYRE INGENIERIE under the Contract, and without prejudice to other rights and remedies that RIVOYRE INGENIERIE may be entitled to in this regard:
RIVOYRE INGENIERIE shall be entitled, as a penalty clause, to compensation equal to the full amount of the service.
Ten percent (10%) of the unpaid sums or sums 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 performance of the Services until the corresponding payments have been made in full, without its liability being incurred in any way whatsoever for any damage suffered by the Client due to the suspension of the Services by RIVOYRE INGENIERIE in accordance with this article.
For all purposes, RIVOYRE INGENIERIE reserves the right to engage a lawyer and/or the commercial court of its choice to recover its debt. These costs will be billable from the sending of the first registered letter, and the client will bear all direct and indirect costs of this situation. An invoice will be sent by RIVOYRE INGENIERIE with payment due upon receipt.
USER LICENSE Payment
The user license is payable at least once a year and will be subject to a professional and sincere exchange between RIVOYRE INGENIERIE and the client to define the “series” produced, i.e., the quantity of “objects” produced during the calendar year. In addition to the tax-exclusive amounts stated below, Value Added Tax will be invoiced at the current rate (currently 20%). The amount of the user license is by default, without explicit mention on the quotation and unless otherwise specified, from the 2nd copy and subsequent ones, as follows:
Fifteen percent (15%) excluding taxes of the Quotation 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 specified in the quotation) will be 15% x 20,000 x 2 = €6,000 at the end of year N+1.
USER LICENSE (FROM THE 2ND COPY ONWARDS)
The “USER LICENSE” and the rights to these Documents are granted to the Client intuitu personae exclusively. This user license grants the client clearly designated on the “documents” and solely for them the right to use RIVOYRE INGENIERIE’s intellectual work for “series” use.
This exclusivity applies to any document produced by RIVOYRE INGENIERIE through calculation notes, draping plans, design plans… etc.
By default, it is prohibited to assign and/or grant and/or redistribute to third parties (other than the mentioned client) any plan, calculation note… without the prior written agreement of RIVOYRE INGENIERIE. The “USER LICENSE” represents 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 their territory and without time limitation. Non-compliance with this prohibition may lead to legal action by RIVOYRE INGENIERIE, harming its intellectual work, its revenues, and its reputation.
The Client undertakes to use the Documents made available to them solely for their own needs and for the agreed purposes only.
The user license grants the client, under the terms of this license, the right to use RIVOYRE INGENIERIE’s “documents,” but does not grant them 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.
Each year, an exchange will take place between RIVOYRE INGENIERIE and the client to define the number of “objects” produced during a given period.
A schedule will be established solely at the initiative of RIVOYRE INGENIERIE to define the frequency of exchanges between RIVOYRE INGENIERIE and the Client to count the number of “objects” produced in series.
The client undertakes to provide an honest and sincere overview of their production to define the number of “objects” produced, which is the subject of this user license.
This Production statement is a fully constituent element of these conditions and of any contract, unless explicitly stated otherwise in the order.
In case of non-compliance with this user license or if its implementation is rendered difficult, RIVOYRE INGENIERIE will engage a lawyer and/or the Commercial Court of its choice, at the client’s sole expense. These costs will be billable from the sending of the first registered letter, and the client will bear all direct and indirect costs of this situation. An invoice will be sent by RIVOYRE INGENIERIE with payment due upon receipt.
NON-SOLICITATION
The Client expressly undertakes, unless with the prior written agreement of RIVOYRE INGENIERIE, not to make, directly or indirectly, any offer of employment to an employee (salaried or subcontractor) of RIVOYRE INGENIERIE assigned to the performance of the Services, or to hire them, under any status whatsoever, during the term of the Contract, as well as for a period of FIVE (5) years from its termination date, regardless of the cause.
Should the Client fail to comply with this undertaking, 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 their departure.
SUBCONTRACTING
It is expressly agreed between the Parties that RIVOYRE INGENIERIE may subcontract the performance of all or part of the Services without the prior express consent of the Client, RIVOYRE INGENIERIE remaining solely responsible to the Client in such a case.
ASSIGNMENT OF THE CONTRACT
The Client may not assign all or part of the obligations they hold under the Contract to a third party without the express prior agreement of RIVOYRE INGENIERIE.
TERMINATION FOR BREACH
In the event of total or partial non-performance by the Client of one of its essential contractual obligations, the Contract may be terminated automatically by RIVOYRE INGENIERIE under the following conditions and terms:
RIVOYRE INGENIERIE shall notify the Client, by sending a first registered letter with acknowledgment of receipt, of its intention to terminate the Contract, precisely indicating the nature of the breach concerned;
If, at the end of a period of fifteen (15) calendar days from the date of first presentation of this first letter, the Client has not fully fulfilled its contractual obligations, RIVOYRE INGENIERIE shall have the right to notify the Client, by sending a second registered letter with acknowledgment of receipt, of the termination of the Contract, which shall take effect, automatically and without further formality, on the date of first presentation of this second letter.
The right of termination thus granted to RIVOYRE INGENIERIE applies without prejudice to its other rights and remedies.
The delivery times indicated by RIVOYRE INGENIERIE are calculated from the date of acknowledgment of receipt and/or written confirmation of the order. Exceeding these times cannot result in cancellation of the order or compensation, unless otherwise stipulated and accepted by RIVOYRE INGENIERIE.
The contract may be terminated in the event of impediment or Force Majeure lasting for a period exceeding two months.
CONFIDENTIALITY
a/ Both during the term 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 during the negotiation, conclusion, and execution of the Contract. Each Party undertakes to ensure that the same obligation is respected by its directors, agents, employees, potential subcontractors, and service providers with whom it may collaborate in the performance of the Contract.
b/ Notwithstanding the provisions of Article “a/”, the disclosure of any information does not constitute a breach of the confidentiality obligation if it is:
Known to the public.
Made due to a legal obligation.
Intended to prove in court the performance 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
Notwithstanding the provisions of the Article “CONFIDENTIALITY”, the Client authorizes RIVOYRE INGENIERIE to mention their collaboration, as a reference, on commercial and advertising documents published by RIVOYRE INGENIERIE, as well as on its website.
In this regard, the Client authorizes RIVOYRE INGENIERIE to mention therein:
The corporate name, brand name, and/or trade name of the Client;
The description of the Services performed by RIVOYRE INGENIERIE for the Client.
STUDIES, MATERIALS AND DOCUMENTS
RIVOYRE INGENIERIE fully retains the intellectual property of all documents and exchanges, which may not be communicated or used without written authorization. RIVOYRE INGENIERIE remains the owner of all studies or documents submitted or sent to the client.
JURISDICTION
For any potential dispute, only the jurisdiction of the Commercial Court of RIVOYRE INGENIERIE’s registered office shall be competent. The rights and obligations of the parties are concluded under French jurisdiction and shall be drafted exclusively in French.
