PUBLIC FINANCES DIRECTORATE GENERALMARTINIQUE REGIONAL PUBLIC FINANCES DIRECTORATE

France Domaine

Commissariat aux ventes de Martinique Jardin Desclieux

BP 654-65597263 Fort-de-France Cedex

Tel.: +33 5 96 59 07 09manfred.voustad@dgfip.finances.gouv.fr

SPECIAL CONDITIONS OF CONTRACT

FOR THE SALE BY CALL FOR TENDERS 1 LotSale date: 5 August 2020

THE “PITERA”

ARTICLE 1 - PROPERTY OFFERED FOR SALE

These Special Conditions of Contract shall apply to the sale – under the procedure applicable to governmentproperty known as an “open call for tenders” – of a single lot:

A 28-metre surveillance, support and rescue vessel

The technical characteristics of the vessel and its engine are appended hereto

Refer to Appendix 2 for the characteristics and construction details

-“On the basis of a certificate issued by the department handling the sale dated 18 June 2019, the structure ofthe vessel being sold is asbestos-free”

SOLD “AS IS”. WITHOUT A GUARANTEE.

SPECIAL TERMS AND CONDITIONS:

1.1 / Sundry expenses:

Expenses (safety measures, compliance measures, removal, relaunch, support, administrative fees, customsduties, etc.) shall be payable by the purchaser as from the transfer of ownership. Pursuant to Article 6 below,this transfer shall take place on the date of presentation of the letter containing the Government SalesCommissioner’s (Commissaire aux ventes) approval of the bid.

1.2/ Seaworthiness:

The purchaser shall be personally responsible for the prior procedures to be carried out to ensure the vessel’scompliance in line with effective regulations, including those concerning safety.

Following payment of the full price and the government property tax referred to in Article 4 of these SpecialConditions of Contract, the purchaser shall present the removal authorisation issued by the Government SalesCommissioner and the insurance certificate covering the vessel and the ancillary operations relating to thesale (see Article 1.3 below) to the port authorities in the location where the vessel is moored.

He/she shall also contact the port and customs authorities in the vessel’s homeport to carry out theadministrative and customs procedures for validating the transfer of ownership.

Should assistance or towage be required, the purchaser shall also be personally responsible for all theprocedures required by the port and customs authorities, and shall settle any expenses that may be incurredby the port’s support team.

The www.douane.gouv.fr and www.ecologique-solidaire.gouv.fr websites can provide relevant information andthe addresses of the competent departments.

1.3/ Insurance:

As from the date of transfer of ownership as referred to in Article 6 below, the purchaser shall becomeresponsible for the purchased property for which he/she shall take out insurance cover. Under nocircumstances shall the French government be held liable for expenses and damage/loss of any nature thatarise during these operations.

ON THE DAY THE VESSEL IS REMOVED, THE PURCHASER UNDERTAKES TO PRESENT AN INSURANCE

CERTIFICATE THAT SHALL EXPLICITLY SPECIFY THAT THERE IS VALID COVER FOR THE PURCHASED

PROPERTY AND ANCILLARY OPERATIONS INCLUDING, IN PARTICULAR, TRANSPORTATION AND REMOVAL, TO

THE PORT AUTHORITIES (OR ANY DEPARTMENT THAT SO REQUESTS).

ARTICLE 2 - VISITS

The vessel is currently stored at the following address:

Zone de carénage de Carenantilles, 97290 Le Marin, Martinique

Visits are by appointment only. Please contact:

Mr Fabien Hareux, Responsable Technique Naval Antilles-Guyane Adjoint

Service Garde-Côtes Antilles-Guyane

Plateau Roy Cluny

97264 Fort-de-France Cedex

fabien.hareux@douane.finances.gouv.fr Tel.: +33 6 96 40 67 42

During the visit, potential bidders shall comply with the health-related constraints and rules relating to theCOVID-19 pandemic.

ARTICLE 3 - SALE BY CALL FOR TENDERS – PROCEDURES FOR DRAFTING ANDSUBMISSION OF THE BID

3.1/Submitting a bid:

Bids and their accompanying documentation must be:

- Written in French or accompanied by a translation done by a sworn translator

- Presented using the form entitled "Bid", included in Appendix I

They must include:

• The total amount of the bid in euros

• Their period of validity, which shall be no shorter than two months following the day of the call for tenders

• The date on which the purchaser shall remove the vessel. Pursuant to Article 8 below, removal must, inany case, take place prior to 30 September 2020.

They shall be accompanied by:

• A copy of both sides of the bidder’s identity document. If the bidder is a company, please attach a copy ofthe registration certificate (extrait Kbis) or equivalent, issued during the previous six months together with apower of attorney signed by the company’s chief executive or executive body authorising the signatory to ratifythe commitment

• A tax compliance certificate duly completed by the appropriate tax authorities (using the template attachedin Appendix II or equivalent for companies operating under foreign law)

• A valid insurance certificate covering sailing-related risks

• A deposit cheque, as described in Article 4.1 below

Bids must be submitted no later than 30 July 2020 at 12pm to:

Direction Régionale des Finances Publiques

France Domaine Commissariat aux ventes de Martinique

À l'attention de M. Manfred Voustad

Jardin Desclieux BP 654-655

97263 Fort-de-France Cedex

Bids sent by post shall be by registered mail (or by couriers such as Chronopost, DHL, etc.) in a doubleenvelope. The inner sealed envelope shall be marked as follows:

Appel d'offres du 05/08/2020

Vente de vedette “PITERA”

3.2/ Authentication of bids submitted by foreign bidders:

The procedure described in Article 3.1 also applies to foreign bidders, who shall be required to submit thedocuments referred to above or their equivalent under the legislation of their home country.

The validity of the documents submitted must be certified in accordance with the applicable procedure, asindicated below:

3.2.1 General case: request for legalisation

Each document must be translated, either by the public authority that issued the original document, or by asworn translator recognised in France or approved by the authorities of the bidder’s country. Translations doneby non-professionals shall not be accepted.

The admissibility of bids submitted in accordance with the standards of a foreign legislation shall be subject tolegalisation of all the documents (notarised documents, private agreements, translations) in order to verifythe authenticity thereof and their compliance with the law of their home country.

Said documents shall be submitted to France’s consular representatives for the purpose of legalisation, asfollows:

- Notarised documents: if the French Consul does not have a specimen of the foreign public official’ssignature, the documents shall first of all be legalised by the local Ministry of Foreign Affairs (compliancewith the local law; competence of the signatory; authenticity of the document) and then submitted to theFrench Consulate for validation.

- Private agreements: the documents shall be verified by the foreign country’s approved authority and bythe French Consul. However, if the French Consul does not have a specimen of the local official’ssignature, the documents shall first of all be legalised by the Ministry of Foreign Affairs of the Stateconcerned.

- Translations: with the exception of those incorporated within the original document, translations shall bedeemed to constitute documents in their own right and be subject to the legalisation procedure describedabove with the following specificities:

- "Mid-margin" translation provided by the public authority that issued the document: the only formalityrequired is legalisation of the main document

- Separate translation done by a sworn translator: the translation must be legalised in the same way asnotarised documents

- Separate translation done by a translator who is not sworn: this must be legalised in the same way as privateagreements

3.2.2 Exemptions: no requirements for the nationals of countries that have signed bilateral or multilateralagreements with France

The nationals of countries that have signed bilateral or multilateral agreements with France may be totally orpartially exempted from legalising or adding an apostille to documents intended to be produced in France.

3.3/ Selection of bids and notification of decisions:

On the aforementioned date that brings the bidding period to a close, the administration shall open theenvelopes and determine the identity of the purchaser in accordance with the selection criteria referred to inArticle 11 below.

The administration shall notify its decision to the candidates by registered letter containing:

- For the successful bidder: the bid approved by the Government Sales Commissioner

- For unsuccessful bidders: the deposit cheque

The notification shall be sent to the address indicated by the bidder in the bid. Notification shall be deemed tohave been validly given when the letter is presented by the agent, regardless of the actual means of delivery(delivered the same day as its presentation, during or after expiry of the period of retention, unclaimed,undelivered owing to an error in identification through no fault of the seller).

ARTICLE 4 - DETERMINATION OF THE PRICE AND TERMS OF PAYMENT:

4.1/ At the time of the bid:

Under penalty of rejection, all bids must be accompanied by a deposit cheque representing ten percent(10%) of their amount made out to Trésor Public.

The cheque submitted by the successful bidder will be retained as a down payment against the price.Cheques deposited by other bidders will then be returned to them.

4.2/ After approval of the bid:

Approval of the winning bid by the Government Sales Commissioner will be notified to the successful bidderby registered letter with acknowledgement of receipt, subject to:

- Payment of the balance of the base price (90%)

- Additional payment of a flat-rate tax of six percent (6%) for selling expenses based on the total price

These payments must be made out to Trésor Public within eight days as from notice of approval of the bid bythe Government Sales Commissioner.

4.3/ Validity of payments:

The aforementioned payments must meet the conditions set out below:

BANK DRAFT

A bank draft shall be required for all payments of more than €1,500 (deposit and payment of the balance). Itshall be drawn on a French bank (or on the French branch of a foreign bank). The cheque/draft shall bemade out to Trésor Public.

The deposit must be paid by cheque. Payment of the balance may subsequently be made either by cheque orbank transfer to the Trésor Public whose account details are as follows:

Bank ID (RIB)

Banque de France

1, Rue la Vrillière

75001 Paris

holder

DIR REGIONALE FINANCES PUBLIQUES DE LAMARTINIQUE

6 BD GAL DE GAULLE BP654

97263 FORT-DE-FRANCE CEDEX

Account no.

BANK ID (RIB): 30001 00064 3A000000000 79

IBAN: FR67 3000 1000 643A 0000 0000 079

BIC: BDFEFRPPCCT

4.4/ Penalty in the event of failure to pay the full amount:

Failing payment of all sums due (base price and flat-rate tax) within eight days as from notice of approval ofthe bid by the Government Sales Commissioner, the Treasury’s claim shall bear interest at the legal rate, withany month commenced being treated as a full month. Pursuant to Article 1343-1 of the Civil Code, anypayment made shall be applied initially to the accrued interest. This interest is payable automatically andshall be settled at the same time as the price and the flat-rate tax.

The Government Sales Commissioner shall also be entitled to either continue with the sale or to cancel itwithout prior service of a notice to perform, regardless of the cause of the delay, as provided for inArticle 11 below.

In the event of the sale being cancelled, the government shall keep the 10% deposit provided for in Article 4.1above by way of damages.

ARTICLE 5 - NO WARRANTY

The form of the transfer and the Directorate’s legal status, acting as a special agent for sales transactions,result in the absence of any warranty.

In particular, the ordinary legal guarantees referred to in Article 1626 of the Civil Code shall be excluded.1

1 Article 1626: "Although no stipulation as to the guarantee was made at the time of the sale, the seller is legally obliged toindemnify the purchaser against any dispossession that he or she may suffer concerning the sold item, in whole or in part, and against any alleged charges on this item that were not declared at the time of the sale"

By submitting a bid, the purchaser acknowledges that he or she has viewed the vessel to the extent he or shedeems necessary and accepts the property in its present condition.

As a result:

— Submitting a bid commits its drafter to refraining from any subsequent claim in respect of thecondition, nature, quality, substance, operation and characteristics of the property sold or concerning, interalia, any particular constraints which he or she may have discovered while using the property.

— By making his or her offer, the purchaser relieves the government from any liability in the event of anaccident or incident affecting the property sold, even if the accident or incident is attributable to a preexistingtechnical defect.

— The bidder acknowledges that no claim concerning the legal status of the property and its financialimpact, especially owing to priority claims, or to transport and removal costs, may be deemed admissible.

ARTICLE 6. TRANSFER OF OWNERSHIP

The transfer of ownership shall take place as from the date of presentation of the letter containing theGovernment Sales Commissioner’s approval of the bid.

Payment of the total base price and flat-rate tax shall be made within eight days as from notice of approval ofthe bid by the Government Sales Commissioner according to the procedure set out in Article 4.2 above.

ARTICLE 7 - LIABILITY OF THE PURCHASER

Since this is a sale of government property with no warranty within the meaning of Article 5 above, theproperty sold is at the purchaser’s risks as from the day of transfer of ownership.

ARTICLE 8 – REMOVAL

Removal shall be carried out by the purchaser only upon presentation of the purchase note and the removalauthorisation issued by the Government Sales Commission (Commissariat aux ventes) after settlement of thesums payable in cash referred to in Article 4 above.

The purchaser shall comply with the instructions of the relevant port authorities, with general police andcustoms rules, and regulations concerning vessel safety.

Potential purchasers shall comply with the health-related constraints and rules relating to theCOVID-19 pandemic.

The purchaser shall be required to remove the property at his or her own expense and risk on the datecontractually set out in the bid and in any event prior to 30 September 2020.

After this deadline and without prejudice to the application of Article 9 below, the purchaser shall incur apenalty automatically and without notice that is equal to €10 per day of delay, to be paid to the MartiniqueRegional Public Finances Directorate.

ARTICLE 9 - FAILURE TO COMPLY WITH OBLIGATIONS - PENALTY CLAUSES

Pursuant to Articles 1139 and 1226 of the Civil Code, in the event of the purchaser failing to comply with his orher obligations under these Special Conditions of Contract, in particular by failing to comply with the date onwhich he or she is scheduled to take possession of the vessel and remove it, the Government SalesCommissioner may:

- Retain by way of damages the deposit paid as set forth in Article 4.1

- Continue with the sale or cancel it without prior service of a notice to perform

- Take steps to collect the penalty referred to in Article 8

ARTICLE 10 – SALE FOR EXPORT

Export of the goods offered for sale is subject, in any event, to the current legislation on the control of foreigntrade.

The authorities do not participate in the formalities associated with the issuing of export licences and give noguarantee concerning the outcome of any application the purchaser may make for authorisation to export.

ARTICLE 11 - ADJUDICATION

The government reserves the right to only deal with a bidder it deems worthy of its preference, owing not onlyto the amount of the bid, but also to the other criteria.

The lot shall not be attributed to a bidder who, on the day on which the envelopes are opened:

- Is unable to provide all of the documents listed in Article 3.1, in particular compliance with his or hertax and social security obligations as of 31 December of the previous year

- Remains liable for the price of goods attributed during previous public sales initiated by theGovernment Property Department

It also reserves the right to not proceed in the case that it is not satisfied with any of the bids.

ARTICLE 12 - ADDRESS FOR SERVICE

In the event of the purchaser having his or her domicile or its corporate registered office abroad, he or sheshall be required to have an address for service in France and shall thus designate its representative forcorrespondence and notification purposes.

ARTICLE 13 - GENERAL AND SPECIAL CONDITIONS OF CONTRACT

The General Conditions of Contract applicable to the sale of movable property by the Government PropertyDepartment, in force as from 1 January 2018, apply to this sale insofar as they do not conflict with theforegoing Articles. They may be consulted on the website "https://encheres-domaine.gouv.fr " under theheading "Appels d'offres".

ARTICLE 14 - SETTLEMENT OF CLAIMS AND DISPUTES

Any dispute arising in relation to the construction or application of the General and Special Conditions ofContract governing the present call for tenders shall first be referred to the government within 30 days ofnotification of the administrative decision as set forth in Article 5.2.

The administration shall decide within thirty days of receipt of the statement of claim. Failure to reply withinthis time limit shall be deemed to constitute a rejection.

Should the dispute persist, the administrative decision may be referred to the judge dealing with contractualmatters (juge du contrat) within two months of the date of its notification by referring the matter to thecompetent Tribunal de Grande Instance (Court of First Instance). Under the provisions of Article 46 of theCode of Civil Procedure, the competent court is the court of the place where the defendant resides or thecourt of the place where the goods are actually delivered or where the service is actually performed.

In Fort-de-France on 10 June 2020

The Government Sales Commissioner

Manfred Voustad

APPENDIX 1

BID

Call for tenders of 5 August 2020

For the sale of the vessel the “PITERA”

I the undersigned(a) Title

residing at

Tel.:

E-mail:

1°/ DECLARE that I wish to purchase lot no. .... under the following conditions:

base price, net of tax of(b), €………………..

flat-rate tax of 6% calculated on the basis of the above-mentioned base price, i.e. €......................

total sale price, including the flat-rate tax, €……………………

This bid is valid until(c):

2°/ UNDERTAKE in the event of the aforementioned bid being accepted:

• To pay the Martinique Regional Public Finances Directorate, domiciled at the Martinique GovernmentSales Commission, within eight days of notice of approval of the bid by the Martinique Government SalesCommissioner, the indicated price plus the 6% flat-rate tax for selling expenses

• To remove the goods on the following date …………………….and in any case prior to 30 September 2020

• To refrain from making any claim in connection with the property sold, as the sale is granted without aguarantee of any kind

• To comply with all the General Conditions of Contract applicable to the sale of government movableproperty and the Special Conditions of Contract of …………….., appended hereto, which I declare that Ihave taken cognisance of and on which I confer contractual value

3°/ AM PAYING today a deposit cheque (10% of the bid) for an amount of €……………………………(b)

BID ACCEPTED UNDER THE FOLLOWING CONDITIONS:

- BASE PRICE OF:

- ADDITIONAL 6% FLAT-RATE TAX:

- TOTAL SALE PRICE OF:

In ……, on……..

The Government Sales Commissioner

Done in .... on ....

Handwritten note: "lu et approuvé"

(signature)

(a) Surname, first name, profession and, where appropriate, company name, share capital, commercial register no., position of signatory

(b) In words and in figures, euros only

(c) Two-month minimum