1 - PURPOSE OF THE CONTRACT
This contract defines the general conditions under which 8.2 France, hereinafter referred to as ‘the Service Provider’, undertakes to provide the Client with the services described in the offer (Special Conditions), hereinafter referred to in the singular as ‘the Party’ or the Parties when both are referred to. In the event of a conflict between the Special Terms and Conditions and the general terms and conditions of sale for services of 8.2 France, the terms of the Special Terms and Conditions shall prevail.
2 - CONDITIONS FOR THE PROVISION OF SERVICES
The Client undertakes to provide, in a timely manner, the data and information that the Service Provider deems useful for the performance of the contract.
The Client undertakes to provide the Service Provider with all the documents, information and technical resources necessary for the performance of the work defined in the special conditions. The documents must be usable: filed and legible.
Where required and indicated in the Special Conditions, the Client shall provide the Service Provider with the logistical support required for the performance of the services on its premises.
Where required and indicated in the special conditions, the Client shall authorise full access to the wind turbines and shall obtain from the wind turbine manufacturer all the codes necessary for the successful completion of the mission.
The same access to the photovoltaic installations with the necessary codes shall be authorised and facilitated by the Client, where applicable..
The Service Provider undertakes to provide the Client with a range of specific skills, and in particular qualified human resources.
In order to ensure the exchange of information and technical instructions necessary for the completion of the work, the Client and the Service Provider shall each appoint a project manager to ensure the essential coordination between the two Parties.
The order placed by the Client is carried out by the Service Provider’s personnel, who determine the composition of the work team and the organisation of tasks, and who provide the supervision, direction and control of the participants. Regardless of the duration of the contract, the latter therefore remain under the hierarchical authority of the Service Provider in all circumstances.
The Service Provider undertakes to comply with and ensure that the participants comply with all the standards and procedures in force at the Client’s premises, in particular the safety standards and IT standards that have been communicated to it, as well as the provisions of the
internal regulations in force at its place of intervention.
The Service Provider undertakes to replace any defaulting staff member as soon as possible.
The Client undertakes not to make any decisions regarding
the Service Provider’s employees, except in cases of
emergency necessitated by health and safety issues.
During the execution of the work, the Client remains the custodian of all its equipment and installations, including those made available to the Service Provider’s employees.
The Service Provider declares that it is adequately and validly insured for the risks associated with the exercise of its activity.
3 - DURATION OF CONTRACT
The contract shall take effect on the date of its signature. The duration of the services is specified in the special conditions. If, at the end of this period, the services covered by this contract have not been completed, the Parties may agree to continue the performance of the contract for a period and under financial conditions agreed upon by mutual agreement.
4 - ABSENCE OF THE SERVICE PROVIDER’S PERSONNEL
Where the Special Conditions provide for the presence of the Service Provider’s personnel on the Client’s premises or on the site specified in the contract, the Client expressly accepts the absences of the Service Provider’s personnel in the following cases:
This mainly concerns: sick leave, work-related accidents, maternity or paternity leave, statutory rest periods, annual leave and training leave.
The Service Provider must, as far as possible, continue to provide the service.
The absences of the personnel referred to above may under no circumstances result in the termination of this contract or the application of penalties.
5- PRICE
The price corresponding to the services covered by this contract is equal to either the product of the daily rate and the number of days of service, according to the scale indicated in the Special Conditions, or the fixed price indicated in the Special Conditions.
VAT is applied at the current legal rate, and possibly according to the place of service provision and the nationality of the client.
6- PAYMENT METHODS
Payment for services will be made as follows, unless otherwise stipulated in the Special Conditions:
Invoices are payable no later than 30 days from the invoice date, net and without discount unless otherwise stated on the invoice.
Any sum not paid by the due date will result in the payment by the Customer of late payment penalties at a rate of three times the legal interest rate per month of delay, calculated day by day, from the day after the day mentioned as the settlement date on the invoice if settlement has not taken place by that date.
These penalties are automatically payable upon receipt of the notice informing the Customer that they have been charged to his account.
In addition to the penalties incurred in the event of late payment, the Customer will be liable for a fixed compensation of €40 for recovery costs in accordance with Articles L441-6 and D441-5 of the French Commercial Code. The Service Provider nevertheless reserves the right to claim additional compensation, upon justification, when the costs actually incurred exceed this amount.
7 - INTELLECTUAL PROPERTY
The Service Provider holds all the economic and moral rights of the author for all services provided hereunder.
The Service Provider hereby assigns to the Client, provided that the Client has paid in full the price and costs referred to in Article 6 above, all the economic rights to the said services.
In the event of failure to pay the full price within the agreed time limits, the Client undertakes to return to the Service Provider all items and documents in its possession relating to the services provided by the Service Provider, on any medium whatsoever, as well as any copies that may have been made, and to destroy those remaining in its possession.
In any event, the Service Provider retains ownership of the methods, know-how and processes that it has developed or implemented in the context hereof, and which it may freely use for other projects for the benefit of third parties.
8- LIABILITY
The Service Provider undertakes to take the utmost care in the provision of the services.
The Service Provider has a responsibility towards the Client. It can only be engaged in the event of direct fault on its part and is limited to the clauses provided for in the civil liability insurance policy taken out by the Service Provider for a period of 6 months.
Under no circumstances can the Service Provider be held liable in the following cases:
9- CANCELLATION
In the event of a breach by one of the Parties of one of its obligations hereunder, not remedied within a period of thirty days from the registered letter with acknowledgement of receipt notifying such breaches and sent by the other Party, the latter may assert the termination of the contract subject to any damages to which it may be entitled. However, any work started will be due.
10- NO SOLICITATION OF PERSONNEL
The Client undertakes not to poach, hire or employ any member of the Service Provider’s staff who has been involved in the work covered by this contract, for the duration of this contract and for a period of twentyfour months from the termination of the contractual relationship.
11- PRIVACY - REFERENCES
The Service Provider and the Client both undertake to preserve the strictly confidential nature of all internal information and documents obtained or exchanged within the framework of the contract and its execution.
The Client must, in particular, respect the Service Provider’s expertise and the Service Provider shall consider as confidential all information that it receives from the Client in the context of the execution hereof.
The Service Provider may freely include the Client’s name on a list of references.
12- ENTIRE CONTRACT
This contract and the Special Conditions express the entirety of the obligations of the Parties, to the exclusion of all other documents, contracts or exchanges of letters prior to the signing of the Special Conditions.
13- APPLICABLE LAW - DISPUTES
This contract is governed by French law. Any dispute that may arise between the Parties as a result of this contract shall fall within the jurisdiction of the Commercial Court of Montpellier (34), notwithstanding multiple defendants or the introduction of third parties.