General Terms and Conditions

1. Purpose and Scope

The present General Terms and Conditions (hereafter “GTC”) are applicable to any relations between our company and any customer.

They apply to all the studies, ready for delivery, audits, advice and more generally to all the data, the performances or the services supplied by our company or belonging to it.

They cover as well the oral or written exchanges, as the Web sites and electronic exchanges or the plant visits. 

“our company” means companies GSEA DESIGN.

“customer” means any natural or legal entity in connection with our company, which includes not only the customers in the common sense of the term, but also the suppliers, the prospects and the people asking for a simple information about products or services of our company. So, for example, architect, builders, sailmakers, engineering consulting firm, project leader, industrialist …etc are “customers” since they enter into a relationship with our company. 

Any order implies the unconditional acceptance by the customer of the present GTC which prevail over any other document of the customer, in particular over any general terms and conditions of purchase, except exceptional prerequisite written agreement of our company.

2. Contractual documents .

The contractual documents governing the relation of our company with the customers are, in the order of increasing importance :
les présentes CGV ;

The present GTC ;
The quotation / the proposal from our company
The order agreement

The invoice (s)
In case of contradiction, the latter prevails over the order agreement which prevails over the quotation / the proposal which prevails over the GTC.

3. Quotation.

Considering the specificity of the activity of our company, the rates of services and performances are strongly specific to every request of the customers and can vary from a project to the other one and according to time period or from a place to the other one. It is then not possible to establish and to communicate a general rate of the services and performances.
Estimates and proposals of our company include a description of the services, a schedule, a calculation of the costs and any other mention useful or asked by the customer so that they reflect at best the reality.
They are established on the basis of the information supplied by the customer, who gives to our company all the elements which are asked him in order to have a precise knowledge of the project and to define the service in general, such as, in particular, technical history, notes of calculation, plan of detail, secondary plan, specifications or environment of the project.
Estimates and proposals can require several round trips between our company and the customer, in particular to define most completely possible the scope.
Our company reserves the right to refuse to establish an estimate if these elements seem to us incomplete and to refuse any service in case the project does not seem to us viable or not respectful of the rules generally admitted by the safety or the processes of design / construction.
Any estimate, quotation or order is personal to the customer and cannot be transferred without the prior written agreement of our company.
The validity period of an estimate of our company is 2 months, unless specifically provided otherwise.

4. Orders.

“order” means any estimate or proposal accepted by the customer, in writing, fax or e-mail.
However, for reasons of schedule, the order of the customer has to be accepted by our company, being understood that we remain completely free to manage and organize our company schedule and, consequently, incur no responsibility because of the non-acceptance of an order or its acceptance subject to gap in time.
The conclusion of the order agreement results of the acceptance of the order by our company, notified in writing, fax or e-mail to the customer and subject to collection of the payment planned on the acceptance of the order when applicable.
The order agreement is thus constituted by the estimate / proposal accepted by the parties to the contract and the present GTCI.
It comes into effect in the date of its constitution such as defined above.
Any request of modification of an order agreement must be made in writing, fax or e-mail. The acceptance or the non-acceptance of this request of modification of the agreement is notified to the customer by our company, possibly matched by a modified or complementary estimate, by e-mail as soon as possible, the customer giving up any compensation in case of not acceptance, but acquiring the right to cancel the order agreement. Such a cancellation of the order agreement implies a penalty of 15%Exc Taxes of the total amount Exc Taxes of the contract besides the refund of the entire expenses committed by our company within the framework of the attempt of the contract.

5. Services, Deliveries

Our company makes a commitment to do its best to complete the order of the customer, by basing itself on the state of the art in the domain, on its specific know-how and its experience allied to the innovations which she would consider convenient. It is, for all its obligations, subjected to a best effort undertaking.
The customer has a deadline of 1 (one) month to accept the elements delivered by our company (below: ” the deliverables “) or to communicate his observations. After this deadline, the absence of remarks is worth unconditional acceptance of the deliverables.Our company is bound only by a free of charge revision of defective deliverables, excluding any claim in any compensation, whatever the reason.
Our company is bound only by a free of charge revision of defective deliverables, excluding any claim in any compensation, whatever the reason.
The complaint made by the customer does not suspend the planned terms of payment.The delivery deadlines are given only for information purposes, these depending in particular on the availability of our teams, on the volume of all the simultaneous orders and on the imponderables.
Our company makes its best efforts to organize the schedules and respect delivery dates. Delays in delivery can give rise to no penalty or compensation, or motivate the cancellation of the order agreement.
Notre société fait ses meilleurs efforts pour organiser ses plannings de travaux et respecter les dates de livraison prévisionnelles. Les retards de livraison ne peuvent donner lieu à aucune pénalité ou indemnité, ni motiver l’annulation du contrat de commande.
In case of total or partial non-payment of an invoice when due, our company is allowed to suspend any current or future delivery.
If our company has serious or particular reasons for being afraid of difficulties of payment on behalf of the customer in the order date, or after this one, our company can subordinate the acceptance of the order or the continuation of its execution to a cash payment or to a supply by the customer of guarantees for the benefit of our company.

6. Fees.

In addition to the sums planned in the estimate, expenses of all kinds committed by our company, in particular to answer a customer’s specific request, are either directly paid by the latter, or entirely paid off to our company, upon receipt of invoice detailing the exposed expenses. At request of the customer, the copy of supporting documents are supplied to it.
Specifically, the travels are paid off to our company on the basis of the plane in eco class (business class if more than 7 hours of route), train 2nd class, rent of vehicle category C, hotel 2 ** and meal.
The rule of the travelling costs is applicable to the visits of construction site and tries planned in estimate or off quotations.

7. Terms of payment.

The payment in the planned term is an essential and determining condition of the present GTC and thus of the order agreement.
So, to eliminate the technical brakes an advance can be asked to the customer.
Unless specifically provided otherwise, our invoices are payable within 30 days of the receipt of invoice and in Euro, by any authorized means of payment.
Only the actual collection of the sums will be considered as complete payment.
Any unpaid sum when due will give rise to the payment by the customer of penalties at a rate equal to the interest rate applied by the European Central Bank to its operation of refinancing (rate ” REFI “) the most recent, increased by 10 points. The reserved rate will be the one current in the day of the unpaid term. No preliminary formal demand will thus be necessary for the payability of these penalties.
Penalties = due sum x rate of penalties x number of days of delay / 365.
If the really committed collection charges are superior to the 40-€ lump sum, an additional compensation on documentary evidences can be asked.
There will be no discount for early payment.

8. Intellectual Proprerty.

Sketches, drawings, plans and more generally any documents supplied to our company must either have been realized by the very customer, or be remitted to us by authorization of the legal successors, the customer guaranteeing us in this respect against any claim emanating from any person or entity who would estimate to have rights to assert.
Our company guarantees that, to its knowledge, the services and deliveries produced or used by our company violate no intellectual property right.
The documents of every types and deliverables, property of our company, are protected by intellectual property laws and other rights, in particular the copyright. The customer can use these elements only in the respect for the present GTC and in compliance with the order agreement.
Any use, reproduction, adaptation, total or partial transmission of these elements whatever process it is, without the express authorization of our company is then forbidden and would constitute a punished copyright infringement, in particular according to French “Code Pénal“ and “Code de la propriété intellectuelle”.
All the documents, the studies or deliverables which could be delivered to our customers remain the exclusive property of our company and must be returned to it upon request. They cannot be used directly or indirectly by the customer if they are not followed by an order.
Our customers make a commitment not to make any use of these documents or models susceptible to constitute an infringement of rights of industrial or intellectual property of our company and make a commitment to communicate them only to the people having to acquaint with it.
The order agreement specifies the extent of the license of rights granted to the customer as for the use of the deliverables and other documents delivered by our company.
Failing that, the order agreement is worth non-transferable license by our company to the customer, of the reproduction rights of the deliverables, plans and studies realized within the framework of the order agreement, solely for the purpose of manufacturing only one part or only one complex set. This license is for the whole world and within the limits of 5 years as from the coming into force of the order agreement.
Therefore, in case of breakage, destruction, loss or theft, any new manufacturing with the aim of the replacement of the part or the complex set has to be authorized by our company, subject to a royalty payment to be agreed on.
Unless specifically provided otherwise in the order agreement, our company keeps the free arrangement of its researches and developments, tools, software, methods, creations, deliverables and services, and can reuse them in particular within the framework of any other creation, deliverable, service or project.
Within the framework of the agreements between the customer and the construction site chosen to build the part or the complex set designed by our company, the customer will owe necessarily introduce into the contract with the construction site a clause of intellectual property resuming the measures of the present GTC and supply copy with it to our company upon first request.
The customer commits to the fact that the logo of our company, in a reasonable size, has to appear on any document or plan which would arise in whole or in part from services or deliverables realized by our company.
It is finally reminded that the article L111-3 of the French « Code de la propriété intellectuelle » arranges that ” The immaterial property […] is independent from the property of the material object “. So, the property of a part, a complex set or their molds does not imply the right to make parts or complex sets other than those authorized by an order agreement or by a license. It is finally reminded that the article L111-3 of the French « Code de la propriété intellectuelle » arranges that ” The immaterial property […] is independent from the property of the material object “. So, the property of a part, a complex set or their molds does not imply the right to make parts or complex sets other than those authorized by an order agreement or by a license

9. Confidentiality and communication .

The parties can decide to sign a specific agreement of confidentiality (“NDA”).
In any case, even in the absence of NDA, each party makes a commitment to consider as strictly confidential the information supplied by the other party.
Within the framework of a manufacturing process using the deliverables or the services of our company, the part or the complex set designed from the latter, the customer shall watch that a confidentiality clause guaranteeing our company against any unfair use of its works appears in the related contract(s).
To raise any ambiguity, it is specified that the deliverables remain confidential; from then on, in case of resale of a set incorporating or resulting from deliverables created by our company, these deliverables will be communicated to the buyer only with the prior written agreement of our company. This agreement shall not be unreasonably withheld.
Each of the parties is nevertheless free, in order to make its own promotion, to communicate at its own expenses, on its quality of customer or supplier by virtue of the order agreement.
They recover mutually the graphic elements (photos, drawings, logos) and/or editorial (communicated, history, prize list) authorized to communicate on any media, for example like press kit or else.

10. Control.

Our company shall have access to the follow-up of construction site and of after-construction as well as of a right of information, technical and documentary audit concerning any element which can concern the deliverables it realized.
Our company can make, at the request of the customer or of its own initiative, any visit necessary for the good outcome of the project. Nevertheless during these visits, our company will make sure only of the only visible conformity of the part in the course of manufacturing compared with its plans of conception and will send to the customer a written report by e-mail.
Our company assumes no mission of master of work.

11. Environment.

Our company makes its best efforts to protect the environment, both within the framework of its own activity and by its recommendations with the customers.
However, it could not be responsible for consequences of the application or and for the evolution of the environmental regulations which can impact on the sector of the shipbuilding and/or the composite materials and thus the projects of the customers.

12. Insurances. 

Our company is insured in professional civil liability and will supply to the customer a certificate upon its first request.
The customer declares to be insured in professional civil liability with a notorious company and will supply a certificate on first request.

13. Cancellation clause, Termination. 

In the event that either party should fail to perform any of its obligations according to the order agreement, the other party shall be entitled, after formal notice by registered mail, return receipt requested which remains without effect for one month from the date on which it is made, to consider this agreement as having been purely and simply terminated ipso jure to the prejudice of the defaulting party, while reserving the right to any damages.
In case the non-execution would be the fact of the customer :
Any use, even partial, of these deliverables by the customer or his legal successors would be forbidden ;
The customer will have to pay to our company half of the total amount of the order agreement so cancelled. This compensation is intended to compensate for a part of the damages undergone by our company which will have involved materials and human beings to execute the order.

14. Subcontracting. 

When the contract joins in a chain of contract (“chaîne de contrats d’entreprise”) in the meaning of the French law N° 75-1334 of December 31st, 1975, the customer has the legal obligation to make accept our company by its own customer. It also has the obligation to make accept the terms of payment of our company by this one.
According to the article 3 of the aforesaid law, the absence of presentation or approval entails the impossibility for the customer to call upon the order contract against our company. However, correspondingly to the same article, the customer remains held to our company to execute its contractual obligations.

15. Responsability.

The customer declares to act in his professional’s quality of the sector of our company and to have all the technical skills and the necessary information for the good understanding of the services ordered to our company.
The customer is responsible for his choices as for the participants and the providers chosen for the outcome of its project. The recommendations of our company on this matter can engage on no liability.
In this respect, when information is communicated to our company by a third party upon request or for the customer, this information is considered as having been communicated by the very customer, so that the latter remains responsible there.
In case a damage, whatever it is, arises in the elements for which the customer called on to our company, the customer makes a commitment to communicate us all the elements which he could reach or whose knowledge he would have, so allowing our company to have an experience feedback and to pull an analysis of the possible causes.
The customer makes a commitment to bring to our company and to communicate us the information, the advice and the necessary, complete, exact information, up to date and in due course to allow our company to realize its service and/or performance, this one not being able to be responsible for consequences of late, inadequate upstart instructions, ambiguous or incomplete.
The customer makes besides a commitment to hold our company informed about any fact susceptible to impact on the deliverables or on services of our company. The customer is the sole responsible for the use, for the distribution or for the incorporation of the deliverables and the services of our company within its own deliverables or services or performances or those of the third parties in connection with it.
The responsibility of our company towards the customer is limited to the repair of direct damages, excluding the indirect damages such as, in particular, commercial damage, loss of earnings, customers’ loss, waste of time, loss of a chance, an action managed by a third party against the customer and/or any condemnation by resulting, financial expenses or still effect on brand image, being specified that the total amount of repair or compensation possibly due to the customer by our company is limited to the sums actually paid by the customer to our company in conformance with the concerned agreements.
The maximum amount of responsibility of our company towards a customer will never overtake, any merged causes, the smallest amount between ten times the fees Exc Taxes of our company for the concerned order and the maximum indemnity covered by its insurance company, i.e.150000€.
Beyond the aforementioned maximum amount çof responsibility, the customer gives irrevocably up pursuing our company in conformance with its services with the design and with the study or still in conformance for defects of use or manufacturing which could affect the part or the designed complex set, and in conformance with the disasters which would then be undergone or caused directly or indirectly by the aforementioned part or complex set.
He guarantees our company, its leaders and employees, agents and subcontractors against any action, demand, appeal or implication emanating from partners, sponsors, suppliers or subcontractors of the customer, as well as against all the costs, the losses, the damage and associated fees which our company could expose on this occasion, beyond the maximum responsibility above.
In any case, any request or complaint of the customer which can implement the responsibility of our company will not be acceptable any more at the end of a deadline of two years following the delivery to the customer of the deliverable or the service in cause.

16. Renunciation. 

The fact for our company not to take advantage at some point of any of the clauses of the present GTC cannot be worth renunciation to take advantage later of the same clauses.

17. Competent court. 

Any dispute about the application of the present GTC and their interpretation, their execution and the agreements concluded by our company will be carried in front of the commercial court of the head office of our company, whatever is the place of the order and the payment, even in case of call in guarantee or of defendants’ plurality.

18. Applicable Law and Language

Any question relative to the present GTC as well as to the agreements which they govern, will be submitted to the French law with the exception of any different law. These GTC are faithful and sincere translation of the Conditions Générales de Vente (CGV) in French language.
It is agreed that in case of contradiction or simple difference, the French CGV will prevail over any different linguistic version.