Terms and conditions of sale and services

These general terms and conditions of sale (hereinafter referred to as GTC) constitute the foundation of the commercial negotiation between the Parties and apply regardless of any clauses that may appear on the Client’s documents, including its general terms and conditions of purchase, which these GTC prevail over. The GTC aim to define all the terms and general conditions for the execution of Services ordered by the Client from SB Yacht Design. The contractual relationship between the Parties will be defined by the mission letter setting forth the specific terms and conditions for the execution of Services ordered by the Client from SB Yacht Design. The validity of the mission letter implies prior acceptance of these GTC. At the time of placing the mission letter, the Client acknowledges having read these GTC and expressly declares acceptance without reservation. In accordance with Article L 441-6 of the French Commercial Code, these GTC are systematically communicated to any Client upon request to SB Yacht Design. If any provision of these GTC is found to be lacking, it shall be deemed to be governed by the customary practices in the field of construction engineering and industry

Article 1 – Definitions

‘General Terms and Conditions of Sale’ or ‘GTC’ refers to this document.

‘Mission Letter’ refers to the document established by SB Yacht Design based on all written information provided by the Client, deemed accurate and complete, defining the specific terms and conditions for the execution of Services ordered by the Client from SB Yacht Design.

‘Services’ refers to the engineering or project management services ordered by the Client from SB Yacht Design.

‘Client’ refers to the beneficiary of the Services.

‘SB Yacht Design’ refers to the company SB Yacht Design, a limited liability company registered with the Bordeaux Trade and Companies Register (RCS) under number 808 748 00012.

‘Order’ refers to the contract for the purchase of Services from SB Yacht Design resulting from the signing of the Mission Letter by the Client and SB Yacht Design.

‘Deliverables’ refers to all documents delivered by SB Yacht Design to the Client.

‘Party’ or ‘Parties’ refers individually or collectively to the Client and SB Yacht Design.

Article 2 – Letter of Engagement

SB Yacht Design will establish its Letter of Engagement based on all written and oral information provided by the Client, which is deemed accurate, complete, and established under the full and entire responsibility of the Client.

Article 3 – Order Acknowledgment

3.1 The contractual relationship between the Parties will be formalized by the signing of the Letter of Engagement. The signature must include the handwritten inscription “approved”.

3.2 The validity of the order implies the prior, express, full, and unconditional acceptance by the Client of these General Terms and Conditions. Failing this, the commitments made by SB Yacht Design to the Client will be null and void.

3.3 Any order accepted by SB Yacht Design is firm and final.

Article 4 – Price

4.1 SB Yacht Design’s fees are net and exclusive of VAT. They are established based on the number and experience of the required personnel, the level of competence, and responsibility necessary. If applicable, travel, subsistence, and accommodation expenses incurred for the execution of the Services will also be invoiced. VAT at the prevailing rate is added to the fees and disbursements.

4.2 The prices of the Services are set out in the Letter of Engagement, following a defined execution period according to the provisional schedule of the Letter of Engagement.

Article 5 – Deposit and Payment Terms for Services

5.1 Unless otherwise agreed between the Parties, the Client undertakes to pay SB Yacht Design a deposit, the amount of which is defined within the Letter of Engagement.

5.2 Invoices will be issued corresponding to the Services provided and the disbursements incurred in advance and as they are performed. Unless otherwise agreed, invoices are issued monthly and payment is due upon receipt. The Client undertakes to pay any invoice issued by SB Yacht Design within fifteen (15) days from the date of issue of the invoice, subject to contrary provisions stipulated in the Letter of Engagement.

5.3 In the event of a staggered payment agreement between the Parties, non-payment of a single installment will automatically, and at the sole initiative of SB Yacht Design, result in default.

5.4 Pursuant to the law, any sum not paid by its due date or any payment not complying with the invoiced amount will automatically and without prior notice, incur a late payment penalty calculated based on the European Central Bank’s refinancing operation rate plus 10 percentage points, as well as a flat-rate indemnity for recovery costs in the amount of forty euros (€40). These penalties accrue from the day following the payment due date stated on the invoice until the actual payment date. Furthermore, SB Yacht Design will be entitled to suspend the performance of the Services until full payment of the unpaid invoice is made, without this non-performance being considered attributable to SB Yacht Design.

5.5 The Client shall not be entitled to withhold or defer payment of any amount due to SB Yacht Design, even in case of dispute or claim. Similarly, SB Yacht Design shall not be obliged to execute the Services ordered by the Client if the Client does not pay the full or partial price thereof, under the conditions and according to the stipulated terms, without prejudice to its other rights and remedies.

5.6 Delays or other unforeseen issues beyond SB Yacht Design’s control may result in additional fees that may be subject to additional billing. SB Yacht Design undertakes to inform the Client of these delays and/or issues as soon as they occur in order to assess their consequences with the Client.

5.7 Any fee amount agreed upon between SB Yacht Design and the Client necessarily implies the execution by the Client and by SB Yacht Design of the obligations mentioned below.

Article 6 – Obligations of the Parties

6.1 SB Yacht Design’s commitments constitute an obligation of means whereby the Services will be performed strictly in accordance with the professional rules in force and, where applicable, in accordance with the terms of the contract. To this end, SB Yacht Design will assign professionals with the necessary skills to ensure their execution in accordance with its quality standards.

6.2 In order to facilitate the proper execution of the Services, the Client agrees to (i) provide SB Yacht Design with complete, accurate, and timely information and documents, without SB Yacht Design being required to verify their completeness or accuracy; (ii) make decisions within deadlines and obtain necessary hierarchical approvals; (iii) designate a contact person with decision-making authority; (iv) ensure that key contacts and the designated person are available throughout the execution of the Services; (v) directly notify SB Yacht Design of any potential difficulties related to the execution of the Services.

Article 7 – Modification of Services

7.1 The Client may request SB Yacht Design to make changes to the Services initially defined in the Letter of Engagement, including changes to plans or specifications. SB Yacht Design will inform the Client as soon as possible, and no later than seven (7) days from the Client’s written request, of the new deadlines for the execution of the Letter of Engagement and more generally of any other impact directly resulting from these changes. SB Yacht Design will only execute the corresponding changes after obtaining the Client’s prior written agreement on the modifications to the execution conditions of said Contract.

7.2 In all cases, Services not provided for in the Contract will be settled on the basis of new prices and according to conditions to be agreed upon between the Parties. In the case of fixed-price Services, SB Yacht Design shall be entitled to suspend the execution of modified or additional Services until the conclusion of a written agreement between the Parties, which shall be the subject of an amendment to the Letter of Engagement.

7.3 In the event that a Client request involves changes that may contravene best practices, SB Yacht Design shall have the right to refuse to execute such changes. In any event, SB Yacht Design may refuse to execute the changes requested by the Client if they contravene safety regulations.

Article 8 – Execution Terms of Services

8.1 SB Yacht Design personnel responsible for performing Services at the Client’s premises shall comply with the internal regulations and hygiene and safety rules in force in those premises, unless otherwise agreed in writing by the Parties.

8.2 In any event, SB Yacht Design personnel assigned to perform the Services remain under the hierarchical and disciplinary authority of SB Yacht Design, which ensures the technical authority, administrative, accounting, and social management of its personnel. SB Yacht Design certifies under oath that the employees who will perform the Services will be regularly employed in accordance with the provisions of the French Labor Code. It is clearly established that SB Yacht Design’s personnel will independently perform the Services incumbent upon them within the framework of the Letter of Engagement. SB Yacht Design remains entirely independent of the Client and guarantees that there is no relationship of subordination between it and the Client, nor between SB Yacht Design’s collaborators and the Client.

8.3 SB Yacht Design reserves the right to assign all or part of the execution of the Services to providers meeting the same qualifications and quality requirements, especially if the Services require specific technical skills. SB Yacht Design will inform the Client of the possibility of subcontracting part of the Services. The subcontractor will then intervene under the sole responsibility of SB Yacht Design and will undertake to keep confidential all information to which it becomes privy in the course of the Services.

8.4 The execution times of the Services will be extended (i) for any delay attributable to the Client, such as delays in providing plans, preparing the site, etc. (ii) for delays attributable to other companies participating in the project (unless these companies are bound by an agreement with SB Yacht Design), (iii) in the event of modifications during the execution of the Services.

Article 9 – Acceptance

9.1 Unless otherwise agreed between the Parties, the Client has a period of 15 days from receipt of the Deliverable(s) to express in writing any disagreement. After this period, the Services will be deemed duly executed and no objection will be admissible. For this purpose, the Client agrees to consider as proof of delivery any acknowledgment of receipt, regardless of the mode of transmission: direct, postal, fax, or email.

9.2 The acceptance of the Services shall be the subject of a minutes signed by the parties at the end of the execution of the Letter of Engagement. Acceptance may be partial without waiting for the completion of Services covered by other contracts, lots, or separate parts within the same contract. The fixing by the Letter of Engagement of a separate execution period for lots or separate parts implies, unless otherwise stipulated, the partial acceptance of these lots or separate parts upon completion.

Article 10 – Intellectual Property

10.1 Each Party shall retain full ownership of the descriptions, software, plans, drawings, and other documents including all deliverables, as well as methods, know-how, and software tools that are proprietary to it.

10.2 In the event of a claim by a third party alleging that equipment or documents used in the Services infringe a patent or any other industrial or intellectual property right, the Party providing the disputed equipment or documents shall be solely responsible for defending the dispute and its financial consequences.

10.3 In the event that any recommendation by SB Yacht Design or the use of elements delivered as a result of one of its recommendations involves the use of goods subject to intellectual property rights belonging to third parties, SB Yacht Design shall inform the Client of the existence of these rights and the consequences of their use. It shall then be the Client’s responsibility, and solely its responsibility, to take any measures enabling the use of such rights, in particular by negotiating for its own account the rights to use under conditions that enable SB Yacht Design to invoke them for the needs of the Services.

10.4 For its own needs in providing the Services, SB Yacht Design may use or develop software, including spreadsheets, documents, databases, and other computer tools. In some cases, these aids may be made available to the Client upon request. To the extent that these tools have been specifically developed for SB Yacht Design’s needs without regard to the Client’s specific requirements, they are provided to the Client for the duration of the contract as-is and without any attached warranties, solely for use; they must not be distributed, shared, or communicated to any third party in whole or in part. This temporary provision does not entail any transfer of rights or warranty, of any kind, to the benefit of the Client or any third party.

10.5 SB Yacht Design reserves all rights, title, and interest in (i) original elements included in the work, documents, memos, consultations, opinions, conclusions, or other procedural acts carried out in the context of the Services, including, but not limited to, any copyright, trademark, or other intellectual property rights related thereto, (ii) all methods, processes, techniques, developments, and know-how incorporated or not into the Services or that SB Yacht Design may develop or provide in the course of the Services.

10.6 The Client may, without geographical limitation, use free of charge and irrevocably, for the duration of copyright protection, the elements designed by SB Yacht Design and integrated into its work. The Client undertakes not to distribute, market, or more generally make available or grant the use of these same achievements and more generally grant the use of these same elements to third parties without the agreement of SB Yacht Design.

10.7 Neither party may mention or use the name, designation, trademarks, and logos or other names, commercial or otherwise, of the other Party without the prior written agreement of the latter. Notwithstanding the foregoing, SB Yacht Design may use the name, designation, trademarks, and logos of the Client during the contract for what is strictly necessary for the performance of the Services, including in proposals for subsequent Services. Furthermore, the Client authorizes SB Yacht Design, upon completion of the Services, to cite its name/designation as a reference and to accompany this citation, if applicable, with a generic description of the Services performed.

Article 11 – Non-Solicitation

Unless otherwise agreed between the Parties, the Client undertakes not to engage, or in any way have work performed, directly or indirectly through a third party or subsidiary company, any employee present or future of SB Yacht Design who participated in the execution of the Engagement Letter, even if the solicitation is at the initiative of said employee. This waiver is valid for the duration of the Engagement extended by a period of twelve (12) months. In the event of non-compliance with this non-solicitation clause, the Client agrees to pay SB Yacht Design compensatory damages equal to one (1) year of the gross salary of the employee, including related social charges, and to indemnify SB Yacht Design for any other damages suffered as a result.

Article 12 – Non-Assignment of Contract

The Engagement Letter between SB Yacht Design and the Client is concluded intuitu personae, based on the qualities of the latter. The Client undertakes not to assign any or all of the rights and obligations conferred upon it by these GTC and the Engagement Letter, in any form, under any title and to any person whatsoever, without the express written consent of SB Yacht Design. In the event of a transfer of the business to a third party, SB Yacht Design reserves the right to terminate the Engagement Letter automatically, without notice and without payment of any compensation by SB Yacht Design.

Article 13 – Early Termination

13.1 In the event of total or partial non-performance, improper performance, or breach by either Party of the provisions of these GTC or the Engagement Letter, which has not been terminated within thirty (30) days from receipt of a formal notice by registered letter with acknowledgment of receipt, the other Party may terminate the Engagement Letter automatically without any judicial formality and without prejudice to damages to which it may claim.

13.2 In the event of (i) cessation of activities, (ii) receivership or judicial liquidation, the Party concerned undertakes to inform the other Party by registered letter with acknowledgment of receipt within eight days of the occurrence of these events. An inventory of the Services performed, advances paid, and the consequences of the default of the Party will be established jointly.

13.3 In the event of termination of the Engagement Letter by the Client for reasons other than those mentioned in Articles 13.1 and 13.2, the Client undertakes to respect a notice period of thirty (30) days and to compensate SB Yacht Design for all amounts due by the Client under the Engagement Letter up to the effective date of termination of the Services as well as for the costs incurred by SB Yacht Design for the completion of said Services. The decision to terminate will be notified by registered letter with acknowledgment of receipt and according to the formalities defined in Article 13.2.

13.4 Any advance payment made by the Client will remain with SB Yacht Design, without prejudice to any other actions and damages that SB Yacht Design would be entitled to initiate and claim against the Client.

13.5 Any document communicated to the Client in the course of executing the Engagement Letter must be returned to SB Yacht Design. The Client may not keep any copy thereof.

Article 14 – Confidentiality

14.1 The Parties are subject to a legal obligation of professional secrecy.

14.2 Throughout the negotiation and execution of the Services, the Parties undertake not to disclose or allow the disclosure by their staff members of any information of any nature, visual or oral, on any medium whatsoever, relating to the structure, organization, business, internal policies, projects, and personnel of each of the parties, by any means whatsoever, within the framework of the Services, except to a third party who undertakes under the same conditions to keep confidential any document or information whose disclosure to its benefit is necessary for the performance of the Services. Also confidential are the contents of the Services as well as the Deliverables, reports, correspondence, information, notes, quotes, provided by SB Yacht Design during the execution of the Services. These documents are communicated to the Client for strictly internal use and on condition that they are not disclosed to third parties or annexed to a document that it would be required to produce.

14.3 The above commitment does not apply to information and documents (i) falling into the public domain for any reason other than the violation of this article, (ii) already in the possession of the Party concerned at the time of communication by the other Party, or (iii) when, after communication by one Party, these documents and information are received from an authorized third party to disclose them, (iv) to be produced if necessary, only before the courts and before the representatives of the tax and social administrations authorized to obtain communication.

14.4 Subject to its confidentiality obligations, SB Yacht Design reserves the right to perform Services for companies competing with that of the Client.

Article 15 – Warranty and Insurance

15.1 SB Yacht Design guarantees the Client the proper performance of its Services, as defined in the Engagement Letter and in accordance with engineering standards and best practices.

15.2 SB Yacht Design also undertakes, for a period of twelve (12) months from the completion of the Services, to rectify at its own expense the Services or part of the Services that prove to be defective. SB Yacht Design shall not be liable for any failure in the performance of the Services to the extent that they result from errors, omissions, inaccuracies affecting the information and specifications provided by or on behalf of the Client to SB Yacht Design. The warranties granted under these terms are the only warranties provided by SB Yacht Design for the Services and prevail over any other warranty, except for legal warranties. The Client expressly waives all other express or implied warranties.

15.3 SB Yacht Design undertakes to take out all necessary guarantees to cover the liabilities it incurs as a result of the execution of the Engagement Letter at sufficient levels from a financially sound insurance company.

Article 16 – Limitation of Liability

16.1 SB Yacht Design and its employees cannot be held liable for damages resulting from errors in documents or information provided by the Client, especially if SB Yacht Design has previously issued relevant reservations.

16.2 SB Yacht Design’s overall liability under these terms is limited to direct material damages caused to the Client resulting from duly proven faults attributable to SB Yacht Design. Under no circumstances shall SB Yacht Design be liable for consequential or indirect damages arising from actions possibly initiated by third parties against the Client, such as loss of business, loss of production, loss of profits, loss of contract, loss of image, loss of chance, commercial prejudice, production surcharges, immobilization of staff or equipment, and any indirect or financial consequences.

16.3 Furthermore, SB Yacht Design shall not be liable in the following cases: (i) following a failure or deficiency of a product or service, the supply or delivery of which is not incumbent upon it or its potential subcontractors; (ii) for facts and/or data that do not fall within the scope of the Services and/or are not their extension; (iii) in the event of use of the results of the Services for a purpose or in a context different from that in which it intervened, incorrect implementation of recommendations, or failure to take into account SB Yacht Design’s reservations.

16.4 En toute hypothèse, la responsabilité globale et cumulée de SB Yacht Design au titre et à l’occasion de la Lettre de Mission ne saurait excéder vingt pour cent (20%) du montant Hors Taxes de la Lettre de Mission et ce , quel que soit le nombre d’actions, de fondements invoqués, ou de parties aux litiges. Cette stipulation ne s’appliquera pas à une responsabilité pour décès ou blessure corporelle, ni à toute autre responsabilité que la loi interdit d’exclure ou de limiter.

16.5 Le Client et ses assureurs dont il se porte fort, déclarent renoncer à tout recours contre SB Yacht Design et ses assureurs au-delà des limites et exclusions ci-dessus exposées.

Article 17 – Conflits d’intérêts – Indépendance

17.1 L’exécution des Services n’entraîne en aucun cas la création entre le Client et SB Yacht Design d’une relation de mandat ou de société de fait. Aucune des parties n’est habilitée à engager ou lier l’autre sauf délégation expresse.

17.2 Dans l’hypothèse où un conflit d’intérêt ou une problématique d’indépendance surviendrait au cours de l’exécution des Services, SB Yacht Design en fera part immédiatement au Client et recherchera avec lui la solution la plus adaptée à la situation dans le respect des règles applicables. Plus particulièrement, si une modification de la réglementation ou des normes professionnelles interdisait à SB Yacht Design de poursuivre ses Services, il mettra à la disposition du Client le résultat des Services ainsi que tous documents nécessaires à leur finalisation, y compris ses documents en l’état, et ce afin d’en faciliter la poursuite par un tiers.

Article 18 – Force majeure

L’exécution des obligations incombant à chacune des Parties aux termes des présentes CGV sera suspendue par la survenance d’un événement constitutif de force majeure dans l’acceptation usuelle de ce terme et incluant notamment, sans que cette liste soit limitative, les catastrophes naturelles, les actes de l’autorité publique, les embargos, les grèves, les conditions climatiques exceptionnelles empêchant la livraison, les insurrections, les émeutes. La Partie désirant invoquer un tel événement devra en notifier immédiatement à l’autre le commencement et par la suite, le cas échéant, la fin, sans quoi elle ne pourra être déchargée de sa responsabilité. L’autre Partie se réservera le droit de vérifier et de contrôler la réalité des faits. Les deux Parties mettront en œuvre tous leurs efforts pour prévenir ou réduire les effets d’une inexécution de la convention causée par cet événement. L’exécution des obligations reprendra son cours normal dès que l’événement constitutif de force majeure aura cessé. Dans le cas où l’événement qui donne lieu au cas de force majeure se prolonge pendant plus d’un (1) mois, la Partie à laquelle le cas de force majeure est opposé peut résilier, immédiatement et de plein droit, la Lettre de Mission, sans indemnité.

Article 19 – Protection des données à caractère personnel

Chaque Partie s’engage à respecter la réglementation applicable en matière de traitements de données à caractère personnel telles que définies par la loi n°78-17 du 6 janvier 1978 modifiée et de ses textes d’application. Chaque Partie pourra notamment demander à l’autre Partie par courrier de rectifier ou supprimer les données qui la concernent. S’agissant des données traitées par SB Yacht Design, le Client est informé que lesdites données sont exclusivement utilisées pour la réalisation des Services.

Article 20– Traduction – Langue de la Lettre de mission

Dans le cas où les présentes CGV et la Lettre de Mission seraient établis en plusieurs langues, il est expressément entendu que la version française est la seule à faire foi en cas notamment de difficultés d’interprétation et/ou d’application des dispositions desdites CGV et de la Lettre de Mission. La langue applicable aux CGV et au Contrat est la langue française.

16.4 In any event, SB Yacht Design’s overall and cumulative liability under and in connection with the Letter of Engagement shall not exceed twenty percent (20%) of the Letter of Engagement’s amount excluding taxes, regardless of the number of actions, grounds invoked, or parties to the disputes. This stipulation shall not apply to liability for death or bodily injury, nor to any other liability that cannot be excluded or limited by law.

16.5 The Client and its insurers, for whom it vouches, declare that they waive any recourse against SB Yacht Design and its insurers beyond the limits and exclusions set forth above.

Article 17 – Conflicts of Interest – Independence

17.1 The performance of the Services does not create a mandate or de facto partnership relationship between the Client and SB Yacht Design. Neither party is authorized to bind or obligate the other except by express delegation.

17.2 In the event of a conflict of interest or independence issue arising during the performance of the Services, SB Yacht Design will immediately inform the Client and work with the Client to find the most suitable solution in accordance with applicable rules. In particular, if a change in regulations or professional standards prohibits SB Yacht Design from continuing its Services, it will make available to the Client the results of the Services and all necessary documents for their completion, including its documents as they stand, to facilitate continuation by a third party.

Article 18 – Force Majeure

The performance of the obligations incumbent upon each Party under these General Terms and Conditions will be suspended by the occurrence of a force majeure event in the usual sense of the term, including but not limited to natural disasters, acts of public authorities, embargoes, strikes, exceptional weather conditions preventing delivery, insurrections, riots. The Party wishing to invoke such an event must immediately notify the other Party of its commencement and subsequently, if applicable, its end, failing which it cannot be relieved of its liability. The other Party reserves the right to verify and control the facts. Both Parties will make every effort to prevent or mitigate the effects of non-performance of the agreement caused by this event. The performance of obligations will resume its normal course once the force majeure event has ceased. If the event giving rise to the force majeure case persists for more than one (1) month, the Party to whom the force majeure case is opposed may terminate the Letter of Engagement immediately and as of right, without compensation.

Article 19 – Protection of Personal Data

Each Party undertakes to comply with the applicable regulations concerning the processing of personal data as defined by Law No. 78-17 of January 6, 1978 as amended and its implementing texts. Each Party may in particular request the other Party by letter to rectify or delete the data concerning it. Regarding data processed by SB Yacht Design, the Client is informed that such data are used exclusively for the performance of the Services.

Article 20 – Translation – Language of the Letter of Engagement

In the event that these General Terms and Conditions and the Letter of Engagement are drawn up in several languages, it is expressly understood that the French version shall prevail in case of difficulties in interpreting and/or applying the provisions of these General Terms and Conditions and the Letter of Engagement. The language applicable to the General Terms and Conditions and the Contract is French.

Article 21 – Claims and Disputes

21.1 All claims, whether amicable or judicial, relating to the performance of the Services must be made within one year from the end of the performance of the Services.

21.2 These General Terms and Conditions and the Letter of Engagement are governed, both for their interpretation and their implementation, by French law. Any disputes arising from these General Terms and Conditions and the Letter of Engagement, concerning their validity, interpretation, performance, termination, consequences, and follow-up, shall be under the exclusive jurisdiction of the Commercial Court of Bordeaux, even in the event of third-party proceedings or multiple defendants.

SB Yacht Design – 1010 avenue de l’ Europe – 33 260 LA TESTE DE BUCH – France / Tel : +33 (0)5 57 15 23 93 – Mob : +33 (0)6 52 09 78 08

e-mail : info@sbyachtdesign.com SARL au capital de 5 000€ – SIRET : 808 748 735 00012 R.C.S Bordeaux