GENERAL TERMS AND CONDITIONS
AGIS sas, France
ARTICLE 1 : Definition and scope of application
The present general terms and conditions apply to any services performed by AGIS for the shipping and river cruise industry as well as all additional and ancillary activities and services offered and undertaken on behalf of its customers.
These conditions are established to enable the customer to carry out his mandate with AGIS. They are available on request and at anytime on the web site www.agiship.com.
Any order, whether verbal or written (e-mail, fax or letter) thus implies from the customer the full acceptation – and without provision – of the present conditions, other than any other document such as leaflets, commercial documentation, etc…
In the event of contradiction between the provisions appearing in the contract signed by the customer and those appearing in the present general terms and conditions, the ones of the contract will prevail.
ARTICLE 2 : Formation
The agreement of supplying services is formed and the customer committed as of reception by AGIS of the order, the estimate (quote), or the contract duly dated and signed by the customer, and ranking “Good for agreement” with of a duly signed copy of the present general terms and conditions.
The customer remains dependent by the regulations subscribed under the present ones in particular with regard to the procedures of payment and the conditions of cancellation aimed to articles 7 and 5.
ARTICLE 3 : Organization
The customer must preferably place his order in writing (email, fax or letter) with AGIS and provide any fundamental information, any relevant documentation and any element, data and provisions, legal conditions, necessary engagements in relation to the execution of the services entrusted to AGIS.
AGIS undertakes to use their best endeavours to provide the agreed services. AGIS is therefore fully authorized by the customer to organize the achievement and the execution of the services to its own discretion, or according to the instructions clearly described by the customer.
For the efficient achievement of its mission, AGIS is in particular authorized to conclude contracts with third parties or subcontractors. AGIS will carefully select such companies or contractors, in accordance with the regulations in force in the country of execution.
ARTICLE 4 : Change of duties
Any request for a change of duty or service with the agreed order must be addressed to AGIS.
Should the parties be committed by contract, for lack of written acceptance from AGIS within 8 days of receipt of the request, then the contract is maintained according to the terms and conditions set in the initial estimate or the agreed order by the customer.
ARTICLE 5 : Cancellation and termination
The invoicing being made on the basis of the reserved services, the customer is invited to pay great attention to the conditions of cancellation and termination hereafter:
Cancellation and termination, of whole or part of the initial order, must be addressed in writing (email, fax or letter) to AGIS. The postponement of order is regarded as a full cancellation and will generate the application of conditions of cancellation.
In the event of part or full cancellation or termination of the order or contract by the customer, and not justified by the non-execution of the obligations from AGIS, a fee will be invoiced and calculated to a total value of 100% of the initial order, plus possible chargeback of the expenses generated with third parties (disbursements). In the case of a contract of service, any started year is entirely due.
ARTICLE 6 : Prices
Prices and fees are set in Euros.
Prices and fees as confirmed on the estimate are valid for one month as of sending date to the customer. Afterwards, they are subject to revision and a new estimate (quote) will be established by AGIS.
Prices and fees could be modified in the event of legislative and/or lawful change involving price variations such as: revision of applicable VAT rate, introduction of new taxes, etc.
The reference index for the tariff appreciations of annual contracts will be the one published by INSEE for the prices of production of services to companies, section 70.2 management consulting services.
ARTICLE 7 : Settlement
The amount of possible deposits will be deducted from the final invoice (balance), subject to the application of cancellation / termination fees.
Except for contrary terms set in writing, invoices are payable within 15 days of receipt. The immediate settlement of an invoice does not open rights to any discount. All payments must be made in Euros by cheque or bank transfer exclusively, nets of bank charges i.e. expenses of the intermediate, transmitting or receiving banks.
In the event of dispute on part of the invoice, the customer agrees to settle without delay the undisputed part and to notify AGIS in writing for the reasons of the dispute, which must be real and serious.
The anticipated payment or at due date is without discount. Any delay in settling will result in billing of late payment penalties equal to one and half time the legal interest rate in France, with preliminary injunction. A lump sum of €40 will be due for recovery costs in the event of late payment. All expenses, that AGIS would have to support for recovering debts, will be charged to the client.
ARTICLE 8 : Disbursements
Any money advance, expenditure, cost undertaken by AGIS in the realization of its mission, so called disbursement, will be immediately payable by the customer on receipt of the invoice.
Cash advances for the ship operations will be credited by the customer on the account of AGIS prior to the forecasted date of the operation.
ARTICLE 9 : Liability
AGIS will only be liable for his own acts, errors and omissions during the organization and the execution of the mission for which he was mandated by the customer.
Under no circumstances could AGIS be held responsible for damages of any kind that could affect objects and materials placed at its disposal by the customer during its mission.
Furthermore, AGIS could not be held responsible for subcontractors and suppliers intervening for the customer.
The customer will take care of the subscription of any insurance policy (damage – general liability) which he will consider necessary.
ARTICLE 10 : Force majeure
The regulations mentioned in the presents will not be applicable or will be suspended if their execution became impossible due to a case of force majeure such as, namely: act of public power, hostilities, war, natural disaster, fire, strike, terrorism acts…
Each party will have to inform the other one as soon as possible in the event of a case of force majeure preventing him from carrying out whole or part of his contractual obligations.
Both parties will have to implement all their efforts to prevent or reduce the effects of a non-execution of the contract caused by an event of force majeure ; the party wishing to call upon an event of force majeure will have to immediately notify the other party of the beginning and the end of this event, otherwise he could not be relieved of his liability.
ARTICLE 11 : Complaints and litigations
The present general terms and conditions are governed by French law.
Any litigation which can occur between the parties in connection with the conclusion, the execution, or the interpretation of the contract and the present general terms and conditions will be, in the absence of out-of-court settlement, of the exclusive competence of the courts of Lyon, France.