Terms & Conditions

1.1. General terms and conditions are implemented on contracts for services signed with Clients regarding provisioning of registered services of AITAC (hereinafter referred to as: Services).

1.2. General terms and conditions are implemented not only on AITAC d.o.o., Kastav, Croatia, but also on AITAC GmbH, Papenburg, Germany; AITAC Schiffbau GmbH, Papenburg, Germany; AITAC B.V., Vlissingen, Netherlands and TVAN SAS, Besneville, France (hereinafter referred to as: AITAC group).

1.3. In case of different determination of the contractual obligation in the contract, with special written agreements and general terms and conditions, the mentioned sources are implemented sequentially as they are listed (in each single contractual obligation).

2.1. AITAC, Contractor, Service provider or Consultant defines AITAC d.o.o., Kastav, or according to certain legal relationship, one of the companies from AITAC group mentioned in art. 1.2. of General Terms.

2.2. Client or Service recipient is legal or physical person to whom are provided contractual services, foreseen in point 1.1. of General terms.

2.3. General terms or General terms and conditions define these General terms and conditions (hereinafter referred to as: General Terms) implemented on business relationship between AITAC and Client except in cases when implementation of these General Terms is explicitly excluded.

2.4. Offer or Quotation defines conditions of providing services which is issued by AITAC that contains service description, deadlines, price and method of payment which is accepted by the Client.

2.5. Service contract or Contract defines legal business relationship signed by and between AITAC and Client which originated by accepting the Offer on behalf of the Client and which is, but does not have to be, confirmed in written form.

3.1. Service price is contained in the offer accepted on behalf of the Client.

3.2. Offer obliges AITAC 15 days from the delivery to the Client.

3.3. All prices of services mentioned in the Offer are expressed without value added tax (VAT) except otherwise expressed in the Offer.

3.4. Service price mentioned in the Offer do not include materials and other costs that follow providing services as also it does not include other taxes and contributions to be paid to the state that the Client would be possibly obliged to pay.

3.5. Unless otherwise agreed AITAC shall charge for legitimate expenses incurred in connection with the contract. These may include travel and subsistence costs, reproduction of drawings, photography, courier charges and the hire of specialised equipment. The reasonable cost for travel by air (Business Class flights for overseas travel, Economy Class for other flights), rail, group D car hire, car mileage (other than routine commuting to and from the offices of the Engineer) at a rate of EUR 0,50 per km, and reimbursement at cost of taxi fare is appropriate.

3.6. In case if, after accepting the Offer, the Client imposes more detailed specifications of providing services that are necessary to be done with services from the accepted Offer, AITAC reserves the right to increase unilaterally service price proportionally to the increased amount of work and considers that the Client accepted such increase. If services that have been specified in details afterwards is possible to execute separately and after services from the first Offer then such services will be subject of new Offer and possible new contractual relation between AITAC and Client.

3.7. Prices mentioned in the Offer are usually expressed in euros (EUR). Prices in Offer can be expressed exceptionally also in some other currency pursuant to the headquarters or residence of the Client.

3.8. Services mentioned in the Offer are paid by the Client according to the issued invoices on behalf of AITAC in deadlines mentioned in the Offer. The AITAC issues invoices for performed services pursuant to conditions of the offer and at latest right after completion of each phase of work.

3.9. If there is no deadline for payment the same is of 30 days. Exceptionally, AITAC can approve deadline for payment up to maximum 60 days, which has to be followed by special written agreement and adequate means of payment insurance issued by the Client.

3.10. As the date of the payment is considered the day when the funds were credited to the account of AITAC.

3.11. In case the client does not fulfill the obligation of payment within the due date he is obliged, besides the principal amount, to pay to the AITAC legal penalty interest rate in amount of the valid rate of legal penalty interest rate.

3.12. It is determined that all deadlines in the Offer and under these General Terms and the Contract shall be calculated in calendar days, unless specifically regulated by the Contract to be calculated in business days.

3.13. A business day is considered any day except Saturday, Sunday, holidays, and other non-working days determined by legal regulations in the Republic of Croatia.

3.14. If the last day of a period calculated in calendar days falls on a day that is not considered a business day, the deadline for execution shall fall on the next business day.

4.1. Services provided by AITAC are of usual quality in accordance with rules of profession and all accepted standards valid at the time of service execution.

4.2. AITAC group is accredited for ISO 9001:2015 standard for Project management and technical consulting, design, engineering and technical documentation for shipbuilding and offshore industry, consulting services for implementation of advanced PLM and CAD software solutions, by the Croatian Register of Shipping and by the Croatian branch of the international organization Bureau Veritas (B.V.), Bureau Veritas Croatia d.o.o..

5.1. AITAC provides services in place mentioned in the Offer. If there is no need that AITAC is directly present i.e. its nominated persons then AITAC can provide services as per Offer from place that AITAC chooses.

5.2. If it is needed that the Client submitts detailed data, specifications or instructions required for complete or partial providing of services as per Offer besides foreseen deadlines of execution, then AITAC is not obliged to start providing services or to continue with its performing until the delivery of such data. Client in this case has no right to claim from AITAC any indemnity nor to request reimbursement of advance payment if the same has been paid.

5.3. If any defects in the services rendered are a result of incorrect instructions, data or information provided by the Client for such defects Client is solely liable and it can not automatically reduce the payment on any given invoice for the services provided and waive the right of AITAC to claim any compensation of damage. AITAC is entitled, if due to circumstances described, suffered damages, in particular violation of the personality right or business reputation, to claim damages.

5.4. If there is agreed total or partial advance payment AITAC is not obliged to start providing contracted services before the contracted advance payment.

5.5. If the Client has outstanding unpaid debts towards AITAC, the latter one is authorized to suspend further service provisioning until the proper settlement of expired debts.

6.1. Where changes in the specifications are made by the Client (and accepted by AITAC), AITAC shall be entitled to vary the Contract price to reflect the changes in the specifications including any consequential effects. Under such circumstances, the parties shall discuss how best to introduce any changes in a timely manner rather than in a piecemeal fashion.

6.2. Where a Contract variation is proposed by either party then this shall be specified in writing in accordance with a procedure agreed between the parties. The Contract variation form shall be promptly agreed with the Client. AITAC shall not perform the Contract variation until it has been agreed by the Client and where the Contract variation would affect other work to be performed by AITAC, then AITAC shall be entitled to stop work until the Contract variation form has been agreed and signed by the Client and AITAC shall be entitled to an extension of time to reflect the period of stoppage.

6.3. Where Contract variations are numerous and are likely to have a consequential effect upon other drawings and/or other information, the parties shall discuss how best to introduce any such Contract variations in a timely manner rather than in a piecemeal fashion.

6.4. Where Contract variations are agreed any extra work arising may be charged at the rate agreed on the Contract variation form, or if no rate is specified there, then at AITAC's normal hourly rate and AITAC shall be entitled to an extension of time as specified in the Contract variation form relating to the delivery of deliverables and/or completion of the Contract if no extension of time is specified on the said form, to a reasonable extension of time.

6.5. AITAC shall be entitled to charge for the formulation of technical information for producing variation orders. Under no circumstances is work (including technical information) provided by AITAC to be modified.

7.1. After the moment of successful handover of the performed Services, the risk and consequences of accidental destruction or damage to the equipment and materials AITAC is obligated to deliver to the Client as part of the Services (as well as damage to the equipment and materials delivered or secured by the Client for the purpose of performing the services) and to the performed Services (or their parts in case the Services are performed in phases/parts) shall be borne by the Client.

8.1. As payment guarantee of price and interest rates and any other claim from the Contract or from these terms AITAC will request from the Client the following instruments of payment guarantee:

• Duly filled blank bill of exchange, without amount and due date, guaranteed by the person who signed the contract on behalf of the client i.e. legal representative registered in certain register of the commercial companies as person authorized for representing;
• Blank debenture of general coverage imposed by AITAC in proportional ratio according to the value of stipulated work;
• Some other adequate guarantee.

8.2. If AITAC uses one of the above mentioned instruments and requests delivery of missing instrument of payment guarantee, the Client is obliged to submit without delay the new instrument of payment guarantee.

9.1. Everything what is done in the sector of intelectual property upon order and for the Client needs by AITAC or by its engaged persons during or for rendering acquired obligations i.e. providing contracted services in the area (including patent, invention, or any other intelectual property creation) is considered AITAC's intelectual property. Any other decision regarding rights and obligations on intelectual property can be subject of special contract signed in written form by and between AITAC and Client.

9.2. All provisions of General Terms in reference to obligation of keeping, protecting and not revealing data are referred to all creations of intelectual property mentioned in the previous paragraph.

10.1. For the need of General Terms, Information are any information, in any form, including also information provided or exchanged in form of documents, negotiations, electronical form, information that are held in physical parts, models, methodology or any other meaurable format, software or material samples, drafts, programmes, all creations of intelectual property including copyrights, patents, inventions, that would refer to business relationship between AITAC and Client or are deriving from that cooperation.

10.2. AITAC and Client are obliged to:

• Not to use any received information on any other way that except for opening for realization of scope of business cooperation;
• To handle recieved information with high confidentiality and professional secrecy and not to reveal to the third parties any information without written approval of the other contractual part;
• Disclose Information only, and then only to the extent necessary, to those of its employees, associates or consultants who, in accordance with the business relationship, need to know, and which through their employment contracts, works contracts, contracts copyright works, or service contracts are subject to the same material obligations of confidentiality and secrecy;
• Do not copy, print, put in a written form, or save to an electronic form, any material portion of the Information, except where this is necessary for the fulfillment of the obligations assumed;
• Upon request of the other party, at any time return, destroy, or when the Information is stored in electronic form, permanently delete all information (including notes, reports, analysis, findings and opinions) related to or arising from the Information made from the other side, as well as all their copies and, when possible, to provide receipts or deletion certificates.

10.3. Provisions of confidentiality oblige AITAC and the Client permanently also after termination of business relationship, i.e. after completion of contingent obligations and services, unless otherwise stipulated in the mutual Non-disclosure Agreement.

11.1. Force majeure implies the case when fulfilment of the contractual obligation by one Party becomes impossible (partially or entirely) due to any non-regular external events occurring after conclusion of the Contract and before fulfilment of the contractual obligation, that could not have been foreseen, prevented, avoided or eliminated by the Party.

11.2. AITAC will not be liable for not fulfilling any of acquired obligations if the non fulfilling is a result of force majeure – event out of AITAC's control and independently from its will that directly influences the fulfillment of acquired obligations and which appearance is not a consequence of intent or gross negligence of AITAC, and which could not have been forseen, prevented or removed.

11.3. Force majeure events include, but are not limited to, natural disasters, state of war or threat of war, riot, strike, embargo, terrorist attack, epidemic, pandemic, quarantine measures and government-imposed prohibitions or restrictions.

11.4. In case that any of the contracting parties would be distracted by force majeure event in fulfilling their contractual obligations, each party is obliged to inform the other contracting party about the force majeure event without delay and at maximum within 48 (fortyeight hours) with note which event is the cause of delay and how long could it possibly last, as well as to inform the other contracting party about risks and to agree with the other contracting party for implementing measures for maximum decrease of potential damage. The same procedure will be implemented for informing about the cessation of events of force majeure.

11.5. In case force majeure should happen, affected contracting party will do its best to fulfill its contractual obligations. In case force majeure should prevent fulfilling only one part of acquired obligations and if that part would not be critical for fulfillment of acquired obligations in total, affected contracting party will continue to execute acquired obligations in part which is not affected by the event of force majeure.

11.6. If the fulfillment of a contractual obligation by one contracting party becomes permanently and entirely impossible, the obligation of the other contracting party shall cease as well, and the Contract shall be deemed to have been terminated by force of law.

12.1. Contract regarding service provisioning is considered stipulated when the Client accepts the Offer. By the Purchase Order of the Client, the Offer is accepted. A written Contract is considered stipulated on date mentioned in the Contract.

13.1. AITAC is authorized to terminate services and/or terminate the Contract unilaterally if the Client should not submit on time data, information and/or instructions needed for starting or continuation of service provisioning i.e. the same service provisioning or if the Client exceedes deadline of the invoice for the received services for more than 30 days or if the Client should not comply with the AITAC's request for issuing payment guarantees as defined in point 8. of these General Terms (at the moment of signing the Contract or at the moment of its duration) or if the attempt to collect payment instruments in total or partially would remain unsuccessful or if the Client would not fulfill or pay in default manner any of its contractual obligation.

13.2. AITAC has the right to terminate the Contract if the Client infringes the provisions of the Contract or the provisions of these General Terms and fails to eliminate the failures/violations in the subsequent appropriate time defined by AITAC.

13.3. AITAC reserves the right to unilaterally terminate the Contract with an immediate effect, in case of the following conducts of the Client which are considered gross violations of the Contract:

• the Client violates the obligation of professional secrecy undertaken in these General Terms, or
• the Client's statement or conduct/action causes damage to AITAC's business reputation, or
• the Client repeatedly violates its contractual obligations, or
• the Client's attitude implies that it will not fulfil its contractual obligation even within the subsequent period of time, or the Client declares that it will not fulfil the obligation at all, or
• the Client becomes insolvent, or pre-settlement proceedings, bankruptcy or liquidation proceedings are initiated against the Client, or the Client is put under special management in accordance with the relevant legislation, or
• the Client or a person authorized by the Client gravely violates the provisions of law or internal regulations related to health, safety and the environment that apply to the area/location of the Client.

14.1. Within the scope of its registered services, especially the obligations set out in these General Terms, AITAC is liable for direct, actual damage only if the damage occurred as a result of intent or gross negligence on the part of AITAC. To the extent permitted by applicable law, AITAC is not liable for indirect, future, incidental, punitive or special damage, including but not limited to loss of profit and loss of income, that may arise due to a breach of Contract or any obligations set out in these General Terms. The limitation of liability shall not limit the liability of AITAC for intentional acts or for gross negligence.

14.2. The maximum amount of damages for which the AITAC group can be considered liable under these General Terms conditions is €1.000.000 (one million euro). This is in relation with the maximum coverage of the liability insurance of the AITAC group.

15.1. All official notices exchanged between the Parties in relation to the Contract may be executed solely in writing, in one of the following modes of communication:

• by registered mail to the address of the registered office of the Party,
• by e-mail to the addresses of contact persons of the Parties specified in the Contract,
• by delivering the notice in the aforesaid mode to the other Party, the delivery shall be considered to be duly executed on the date when the notice is sent.

16.1. The Parties agree that any disputes arising out of the Contract or these General Terms will primarily be solved by mutual agreement.

16.2. For dispute settlement deriving from the Contract or these General Terms the competent court is in Rijeka.

16.3. In reference to the AITAC and Client relation is implemented Croatian material law.