GENERAL TERMS AND CONDITIONS OF SALES
Legal Information & Notice
PREAMBLE
The European companies of the “AGents” group (hereinafter “Provider”) are as follows:
SAM Catalano & Cosulich Shipping Services operating under the trade name “Catalano Shipping Services” or “CCS Monaco”, [S.A.M] registered in the EBIS register of the Principality of Monaco under number 98S03497, whose registered office is located at 57 rue Grimaldi Bloc C, 98000 Monaco, identified under the intra-community VAT number FR63000064716, which can be reached by telephone at +377 (0) 93 50 86 86, by email at info@catalanoshipping.com and via its website www.catalanoshipping.com
Catalano & Cosulich Shipping Services France operating under the trade name « Catalano Shipping Services France » or « CSS France », SARL registered in the Commercial Court Registry of Cannes under number 492 938 766, whose head office is located at Villa Lucior, 12 rue Bertrand Lépine, 06400 Cannes, identified under the intra-community VAT number FR94492938766, reachable by telephone at +33 (0) 4 93 68 22 38, by email at cannes@catalanoshipping.com and via its website www.catalanoshipping.com
Agence Maritime Tropézienne operating under the trade name of « AMT », SARL registered in the Commercial Court Registry of Fréjus under number 511 313 835, whose head office is located at 6 Traverse Des Charpentiers Zone Artisanal Saint Claude, 83990 Saint-Tropez, identified under the intra-community VAT number FR07511313835, which can be reached by telephone on +33 (0) 4 94 96 43 46, by email at infos@amtyachting.com and via its website www.catalanoshipping.com
Provence Yacht Services operating under the trade name of « PYS » SARL registered in the Commercial Court Registry of Toulon under number 510 781 404, whose head office is located at Route Nationale 18 Port Pin Rolland 83430 Saint-Mandrier-Sur- Mer, identified under the intra-community VAT number FR13510781404, reachable by telephone at +33 (0) 4 94 46 61 90, by email at info@provenceyachtservices.com and via its website www.catalanoshipping.com
Corsica Yacht Services operating under the trade name of « CYS », EURL registered in the Commercial Court Registry of Ajaccio under number 498 609 767, whose head office is located at Résidence Giovasole Quai Nord 20169 Bonifacio, identified under the number of Intra-community VAT FR73498609767, which can be reached by telephone at +33 (0) 4 95 73 70 17, by e-mail at bonifacio@cys.fr / ajaccio@cys.fr and calvi@cys.fr and via its website www.catalanoshipping.com
The « Ordering Customer » is any legal entity or Private Individual who enters into a relationship with the Provider to conclude a contract with him or to use his services, whether he benefits directly from these services or allows a third party to benefit from them. (“Beneficiary”).
ARTICLE 1 – PURPOSE AND SCOPE
1.1 The purpose of these general conditions is to define the rights and obligations of the Provider and the Ordering Customer (also called the « Party » or the « Parties ») in the context of the performance of the services offered by the Provider. Thus, the Provider primarily exercises the activity of shipping agent, which includes in particular, without limitation, the reservation of berths, the performance of logistical, technical, and operational services for ships and/or their crews, carrying out customs services and administrative formalities related to vessel movements and/or their merchandise. It also offers the Ordering Customer a certain number of services related to its main activity, such as, for example, concierge services or the organization of events at the Ordering Customer’s request, without this list being exhaustive. Finally, the Provider provides the Ordering Customer with digital tools accessible via a mobile application or online (such as « My AGents Online » or « Lognav »). All these services and tools are called “Services” in these general conditions.
1.2 Any Service performed by the Provider at the request of the Ordering Customer, whether a contract is expressly concluded or not, implies the Ordering Customer’s unreserved acceptance of these general conditions as well as the confidentiality policy of the Provider, which are available on the websites mentioned in the preamble. When the Ordering Customer does not benefit directly from the Services, he undertakes to communicate to the Beneficiary these general conditions and the confidentiality policy of the Provider and to obtain his agreement to their terms. In any event, the Ordering Customer guarantees compliance by the Beneficiary with the terms of the general conditions.
1.3 In the event of a contradiction between the provisions of these general conditions and those of any contract concluded, the Parties agree that the provisions of the contract shall prevail. In any case, no particular or general condition of the Ordering Customer and/or the Beneficiary can be applied without the express and prior agreement of the Provider.
It is, moreover, expressly agreed that the prospectuses, catalogues, price lists, technical data sheets, and more broadly any informative or advertising documentation issued by the Provider or any companies which the Provider may call upon to perform the Services (hereinafter « Suppliers »), are only indicative and do not bind the Provider.
1.4 These General Terms and Conditions come into force on 25th June 2022. The Provider reserves the right to modify them at any time by publishing a new version on its websites mentioned in the preamble. The General Conditions applicable to each Service are those in force on the date of performance of the said Service.
1.5. The fact that the Provider does not take advantage at a given time of any of the provisions of these General Conditions cannot be interpreted as a waiver of the right to take advantage of said general conditions at a later date.
ARTICLE 2 – ORDERING SERVICES
2.1. The order for Services is placed by the Ordering Customer by telephone, email, or via the digital tools of the Provider. When the order is placed by telephone, the Ordering Customer undertakes to confirm it in writing and bears the risk of an incomplete or incorrect transmission until the Provider has received written confirmation.
By placing his order, the Ordering Customer undertakes to provide the Provider with sincere and accurate information concerning his company, his place of establishment, his contact details and his VAT number (or the same information with regard to the Beneficiary when the Ordering Customer does not benefit from the Services) or, if he is an individual, his identity, nationality and contact details and, in any event, all information relating to the ship. The Ordering Customer also communicates to the Provider all the information necessary for the performance of the Services it orders.
2.2. By placing his order, the Ordering Customer entrusts the Provider with a mandate to contract with Suppliers in the name of the Ordering Customer or the Beneficiary and on their behalf with a view to the performance of the Services. The Ordering Customer guarantees the Provider that it is duly authorized to place the order and, where applicable, to bind the Beneficiary.
2.3. Any order modification or cancellation requested by the Ordering Customer is only valid if it has reached the Provider electronically before the performance of the Services and if it is expressly accepted by the Provider. In any event, the Provider will act in the best interests of its client to apply the modifications or cancellations requested by the Ordering Customer, but these will remain governed by any modification or cancellation policy of the suppliers concerned.
ARTICLE 3 – PRICE
3.1. The price is calculated by the Provider on the basis of its price list and the information provided by the Ordering Customer, taking into account the Services to be performed. If one or more of these elements are modified after the price has been established – including due to modifications imposed by the Suppliers contacted by the Provider for the performance of the Services – the price initially proposed is modified accordingly.
In the case of the use of the Lognav application, the price corresponds to a subscription or ancillary contract, to be paid so that the Ordering Customer benefits from the right to use the dedicated platform.
3.2. The price is expressed in euros and does not include the charges, duties, fees, royalties, and taxes due under any legislation, in particular tax and customs.
At the written request of the Ordering Customer, these charges, duties, fees, royalties, and taxes are paid by the Provider who then invoices them to the Ordering Customer or the Beneficiary in addition to his fees.
3.3. When the Provider makes an advance, for any reason whatsoever, on behalf of the Ordering Customer or the Beneficiary, it is entitled to request from the Ordering Customer or the Beneficiary a guarantee, which must take the form chosen by the Provider. The Provider is entitled to invoice fees or a commission to the Ordering Customer or the Beneficiary for this advance.
ARTICLE 4 – PAYMENT CONDITIONS
4.1. When the Ordering Customer benefits from the Services, the Provider issues the invoice to it. When the Ordering Customer mandates the Provider on behalf of the Beneficiary, the invoice is made out to the latter. In the absence of precision, the invoice is issued in the name of the Ordering Customer.
Any specific instructions from the Ordering Customer relating to invoices must be communicated to the Provider before the performance of the Services.
4.2. Unless otherwise agreed, the Ordering Customer or the Beneficiary undertakes to pay the price, upon receipt, within a period of seven (7) days from the issue of the invoice from the Provider.
In the event of a business relationship between the Parties, the Provider issues its invoices every month (30) days. In other cases, the invoice is issued when the Services are performed.
4.3. Payment must be made in euros by cash transfer or by any other means consistent with commercial practice, which may be indicated by the Provider.
4.4. On the occasion of its payment, the Ordering Customer or the Beneficiary must specify the details of the invoices paid.
4.5. The Ordering Customer or the Beneficiary who has not paid the price and its accessories within the period mentioned in Article 4.2 hereof, is required to pay default interest on this sum at the legal rate increased by fifteen (15) points per month of delay, counting from the expiry of the term stipulated in article 4.2, without the need for formal notice. He must also pay the fixed compensation of 40 euros provided for in Article D. 441-5 of the French Commercial Code. The Provider also retains the possibility of claiming damages, of pronouncing the forfeiture of the term of all other sums due by the Ordering Customer or the Beneficiary and not yet due and/or of suspending or cancelling other orders in progress made by the Ordering Customer and/or to suspend or terminate any contract entered into with the Ordering Customer, including one under which a payment default is noted, and/or to suspend or to definitively prohibit access to the digital tools that it offers to the Ordering Customer or the Beneficiary, without this giving the Ordering Customer or the Beneficiary the possibility of claiming any compensation in this respect. The Provider retains the instalments paid by the Ordering Customer or the Beneficiary in the event of non-performance by the latter of its obligation to pay the price.
4.6. On pain of foreclosure, any invoice dispute must imperatively be notified to the Provider by registered letter with acknowledgment of receipt within seven (7) days of its date of issue. Failing this, any subsequent dispute will have no effect. Any disputed invoice within the aforementioned period must indicate in detail the disputed amount, and the undisputed amount – which must be paid within the time limits provided for in these general conditions – as well as the reasons for the dispute.
ARTICLE 5 – PERFORMANCE OF SERVICES
5.1. The Provider is authorized by the Ordering Customer to entrust the performance of the Services to another Provider of its choice, which then acts as a sub-agent. The sub-agent chosen by the Provider benefits from the terms of these general conditions.
The Provider, holder of a mandate entrusted by the Ordering Customer, contracts with the Suppliers of its choice, according to the instructions given by the Ordering Customer.
5.2. The Ordering Customer, in his capacity as Principal, is required to perform the commitments entered into by the Provider, representative, in accordance with the power given to it. Thus, the Ordering Customer undertakes that all sums claimed by the Suppliers with whom the Provider has contracted for the performance of the Services ordered are paid for. The Ordering Customer also undertakes that all sums that the Provider could have advanced within the framework of the mandate are paid to it and its invoices paid in accordance with the provisions of Article 4. Finally, the Ordering Customer is obliged to indemnify the Provider for any losses it may have incurred during the performance of the Services ordered.
5.3. The Client is informed and acknowledges that the Service ordered, fully performed before the end of the withdrawal period of fourteen (14) days provided for in Article L. 221-18 of the French Consumer Code and running from placing the order does not allow you to benefit from this right of withdrawal, in accordance with article L. 221-28 of the same Consumer Code.
5.4. When the Ordering Customer asks the Provider to perform a Service, during which the Provider is required to have custody of property belonging to the Ordering Customer, the Beneficiary or a third party, the Ordering Customer guarantees the Provider that the said property is covered by all-risk insurance, including when it is in the hands of the Provider or its Suppliers.
By way of exception, and at the prior written request of the Ordering Customer, the Provider may take out insurance covering the goods entrusted to it by the Ordering Customer, as part of the performance of the Services on the condition that the of orders specifies the risks and values to be covered. If such an order is given, the Provider takes out an insurance policy with a reputably solvent insurance company. In the absence of details on the risks to be covered, only ordinary risks (excluding war and strike risks) are insured. Acting, in this specific case, as an agent, the Provider can in no way be considered as an insurer. The conditions of the insurance policy are deemed to be known and approved by the Ordering Customer who bears the cost thereof. An insurance certificate is issued at the request of the Ordering Customer.
5.5. The Ordering Customer expressly acknowledges to the Provider a contractual right of lien entailing a general and permanent right of retention and preference on the goods, securities and documents in its possession and this, as security for all of the claims that the Provider holds against it. , even prior to or unrelated to the Services performed with regard to the goods, values and documents which are actually in its hands. These provisions are applicable even in the event of placement of the Ordering Customer under the regime of collective proceedings or any other equivalent regime.
5.6. The performance deadline for the Services communicated by the Provider to the Ordering Customer is given for information only. Consequently, a reasonable delay in the performance of the Services shall not allow the Ordering Customer to request the allocation of damages or the cancellation of the order.
ARTICLE 6 – RESPONSIBILITY OF THE PROVIDER
6.1. The Provider cannot be held liable for any failure to perform or improper performance of the Services caused by an error or a breach by the Ordering Customer or the Beneficiary.
6.2. In cases where the Provider, agent of the Ordering Customer or the Beneficiary, contracts with Suppliers in the name and on behalf of the Ordering Customer or the Beneficiary, it cannot be held responsible for the actions, shortcomings or delays committed by these Suppliers as soon as it has merely transmitted to them the instructions of its Ordering Customer.
6.3. When the Ordering Customer asks the Provider to perform a Service, during which the Provider is required to have custody of property belonging to the Ordering Customer, the Beneficiary or a third party, it is up to the Ordering Customer to ‘orders to issue the reservations and complaints that he deems necessary within twenty-four (24) hours of the delivery of the property. Failing this, the Ordering Customer can no longer seek the Ordering Customer’s liability in this respect. In any event, the Ordering Customer is required to prove the existence of damage, shortages or lack of conformity that he alleges.
6.4. Regardless of the basis on which the Provider’s liability is sought, no compensation may be obtained for indirect material loss or damage and/or immaterial, direct or indirect loss or damage.
6.5. In any case, in cases where the Provider could see its liability incurred pursuant to the provisions of these general conditions, this would be limited, all causes and all damages combined, to the price of the disputed Service or to five thousand euros (€5,000) per event, the lower of the two limits being applied. Compensation for the delay in the performance of the Services is only due if this delay is unreasonable, attributable to the Provider and if the latter demonstrates any resulting damage.
ARTICLE 7 – FORCE MAJEURE
7.1. The occurrence of a case of force majeure has the effect of suspending the performance of the Provider’s contractual obligations.
7.2. As an exception to the provisions of Article 1218 of the French Civil Code, any event that obstructs the normal operation of the Seller is a case of force majeure within the meaning of these general conditions.
Consequently, within the meaning of the present, constitute in particular cases of force majeure the natural or human events, the blockages of the ports, the total or partial strikes, bad weather conditions hindering the smooth running of the Provider or that of one of its Suppliers. , sub-agents, as well as the interruption of transport, the supply of energy, raw materials or spare parts, routes or means of communication, without this list being exhaustive.
It is also expressly agreed that the current COVID-19 pandemic and/or possible extensions or developments and/or related events or circumstances constitute cases of force majeure which the Provider may invoke.
7.3. In such circumstances, the Provider notifies the Ordering Customer within twenty-four (24) hours of the date of occurrence of the event; the contractual relationship between the Provider and the Ordering Customer being automatically suspended, without compensation, from the date of occurrence of the event until the end of the event which gave rise to this suspension.
7.4. When the suspension of the performance of the Provider’s obligations continues for a period of more than thirty (30) days, the Ordering Customer has the option of terminating the current order and the Provider then reimburses the sums already paid by the Ordering Customer in this capacity.
ARTICLE 8 – INTELLECTUAL PROPERTY RIGHTS
8.1. The Ordering Customer acknowledges that the intellectual property rights, whatever their nature, including those related to the design, development and content of the digital tools that it makes available to the Ordering Customer and/or the Beneficiary, whether deposited or not, are and will remain the exclusive property of the Provider.
The Ordering Customer therefore undertakes not to use, reproduce or modify the intellectual property rights mentioned above and/or to disclose these intellectual property rights to third parties.
The same applies to all trademarks, illustrations, images and logos, combination or conjunction with any other trademark, symbol, logotype and more generally any distinctive sign intended to form a composite logo.
8.2. The Ordering Customer acknowledges that all commercial and/or contractual documentation of the Provider, and more broadly any document issued by the Provider, remains the property of the latter. The Ordering Customer is required to obtain the prior written authorization of the Provider before any use or distribution.
ARTICLE 9 – LIMITATION
By way of derogation from the provisions of article 2254 of the French Civil Code, all actions brought against the Ordering Customer relating to the performance, non-performance or poor performance of the Services are prescribed within a period of one (1) year from the performance of the disputed Service.
ARTICLE 10 – NOTICES
10.1. Any notification intended for the Provider must be sent to it by the Ordering Customer, in French or English, to the email address mentioned in the preamble, unless expressly agreed by the Provider to proceed differently.
10.2. Any notification intended for the Ordering Customer must be sent to him by e-mail to the e-mail address communicated when ordering, unless expressly agreed by the Ordering Customer to proceed differently.
10.3. Notifications are deemed to have reached their recipient at the end of a period of twelve (12) hours, unless the sender is notified of the invalidity of the recipient’s email address.
ARTICLE 11 – SEVERABILITY
If any of the stipulations of these general conditions were to be held to be null or deemed unwritten, this invalidation would not affect the other stipulations which would continue to produce their effects.
ARTICLE 12 – APPLICABLE LAW AND ATTRIBUTION OF JURISDICTION
12.1. These general conditions and any document relating thereto, such as for example the contract concluded between the Provider and the Ordering Customer, are subject to French law, which governs their application and interpretation.
12.2. In the absence of amicable resolution, when the Ordering Customer has contracted with an entity of the Provider’s group established in France, the Commercial Court of CANNES has exclusive jurisdiction when the Ordering Customer is a professional or the Court of Justice of GRACE is exclusively competent when the Ordering Customer is a consumer, to settle any dispute that may arise regarding these general conditions or the contracts subject to them, notwithstanding multiple defendants or warranty claims.
When the Ordering Customer has contracted with a Monegasque entity of the Provider’s group, the Court of Monaco (Greffe Général) has exclusive jurisdiction to settle any dispute that may arise regarding these general conditions or the contracts subject to them, notwithstanding multiple defendants or appeal warranty.
