General Terms And Conditions of sale

1. PREAMBLE – DEFINITIONS

The terms used in these general conditions will have the meanings attributed to them below:

“GENERAL CONDITIONS”: refers to this agreement, any annexes, and/or any attached document, as well as any special conditions signed by the parties.

“COPELECTRONIC”: refers to the company COPELECTRONIC Scoop SA, a variable capital cooperative company, registered with the Bayonne RCS under number 331 605 964, with its headquarters located at the European Freight Center, avenue de Bordaberri in Mouguerre (64990), France.

“CLIENT”: refers to the co-contracting party of COPELECTRONIC, whether they are a “CLIENT” or an “ORDERING PARTY”.

“PARTIES”: refers to “COPELECTRONIC” and the “CLIENT”, and the term “PARTY” refers to one of the two parties.

“CONTRACT”: refers to all documents mentioned in Article 4 below.

“SPECIAL CONDITIONS”: refers to the obligations agreed between the parties that derogate from the GENERAL CONDITIONS.

“SPECIFICATIONS”: refers to all the specification documents mentioned in Article 3 below, validated by the parties.

“PRODUCTS”: refers to the product(s), tools, or equipment manufactured by COPELECTRONIC according to the client’s specifications or plans.

“RAW MATERIAL”: refers to the material(s) used to manufacture the product.

2. SCOPE OF APPLICATION AND ENFORCEABILITY

These GENERAL CONDITIONS are systematically sent or given to each CLIENT upon request to allow them to place an order, or to any person who has requested them, in accordance with the provisions of Article L441-1 of the French Commercial Law Code.

Placing an order and/or accepting any offer from COPELECTRONIC implies full and unreserved adherence by the CLIENT to these GENERAL CONDITIONS.

Unless otherwise provided by special conditions signed by all parties, these GENERAL CONDITIONS apply to all contractual relations between COPELECTRONIC and the CLIENT.

In case of any derogation, waiver, or modification of one or more clauses of these GENERAL CONDITIONS, the other clauses that are not expressly modified or repealed by special conditions remain applicable between the PARTIES and retain their full effect.

In any case, these GENERAL CONDITIONS exclude any application of the CLIENT’s general purchasing conditions and/or any contrary conditions that may appear on their purchase orders or other documents, unless expressly accepted in writing by COPELECTRONIC.

These GENERAL CONDITIONS are governed by the law of contract from the moment they apply to the manufacture of a product based on a specification provided by the CLIENT.

3. RELATIONSHIP BETWEEN THE CONTRACTING PARTIES

1. COLLABORATION OF THE PARTIES

The creation of special or custom-made equipment, designed to meet the specific needs of the client, who is a professional competent in their specialty and solely responsible for the purpose of the equipment to be produced, can only be successfully achieved through close collaboration between the parties.

The client is obligated to provide COPELECTRONIC with all complete, accurate, and reliable information necessary for the manufacture of the products. The satisfaction of their needs will largely depend on the information they provide.

Consequently, COPELECTRONIC cannot be held responsible for any omission or error contained in the elements provided by the client.

2. SPECIFICATIONS

The CLIENT, as a competent professional, is solely responsible for the purpose of the object and/or product to be manufactured. The CLIENT is obligated, under their sole responsibility, to establish and provide COPELECTRONIC with, for each order, a complete, accurate, and well-defined specification (including detailed plans, nomenclature, material composition, treatments already performed and/or to be performed on the materials, equipment, definition of technical specifications, possible presentation of samples, test pieces provided as trials, manufacturing and control tools, etc.) in order to define as precisely as possible the technical characteristics for manufacturing according to the CLIENT’s request.

Once the nature of the service to be provided has been determined, it will not be modified unless agreed in writing by the PARTIES.

Sharing of any studies, quotes, technical documents, email exchanges, document scans, etc., provided before the formation of the contract, will be considered an integral part of the specification.

The specification, accompanied by digital support if necessary, must accurately, pertinently, and reliably define the CLIENT’s needs, given that COPELECTRONIC cannot be held responsible for any omission or error contained in this specification.

The CLIENT is therefore required to check or have checked by an engineering office of their choice and at their expense, the information and documents they transmit to COPELECTRONIC in this context and is obligated to provide sincere and accurate information, data, and documents for this purpose.

In turn, COPELECTRONIC undertakes to manufacture the ordered PRODUCT(S) based on and in accordance with the specification transmitted by the CLIENT and according to applicable standards.

4. FORMATION OF THE CONTRACT

1. CONTENT AND FORMATION OF THE CONTRACT

Only the following documents are considered contractual:

The order form issued by the CLIENT,
The order acknowledgment, issued by COPELECTRONIC,
The current GENERAL CONDITIONS,
Any possible special conditions attached to these GENERAL CONDITIONS,
The specification expressly accepted by the PARTIES,
The delivery slip, if necessary accompanied by a certificate of conformity,
Any exemption,
The acceptance report,
The invoice.

2. CONTENT OF THE SPECIAL CONDITIONS

The special conditions refer to all special obligations agreed between the PARTIES that derogate from the general sales conditions.

The special conditions may define, among other things, the names and functions of the contacts, the delivery and billing addresses, the Incoterms and shipping methods, the contract revision methods, and any other special conditions derogating from one or more articles of these general sales conditions.

The special conditions are jointly agreed upon by the PARTIES and must be defined and accepted by the parties in writing, on the order form, or any other medium that can be kept as potential evidence in case of a dispute.

5. ORDERS – ACCEPTANCE OF ORDERS

1. ORDER FORMA

All orders must be placed in writing and, to be valid, must be accepted in writing by COPELECTRONIC in the form of an order acknowledgment or an order form duly signed by both parties.

2. ORDER CANCELLATION

Once the order is accepted by COPELECTRONIC, the CONTRACT cannot be canceled or modified for any reason, unless expressly agreed by COPELECTRONIC:

If the order is in production or completed, the agreed price will be fully due by the CLIENT, notwithstanding any request for modification or cancellation;
If production has not started, COPELECTRONIC will be entitled to request compensation for all costs incurred upon presentation of evidence (purchase of raw materials, specific equipment, study costs, labor and supply expenses, tools) and for all direct and indirect consequences resulting therefrom. Any payment delay will result in the accrual of late payment interest at the legal rate.

In any event, any deposit paid will be retained by COPELECTRONIC.

3. ORDER MODIFICATION

For any order modification, a new order form will be created and must be signed by the CLIENT and accepted by COPELECTRONIC. For requests made during production, for modification of parts and/or products, the additional cost of production or modification will be invoiced to the CLIENT.

6. PRODUCT ACCEPTANCE BY THE CLIENT

1. TECHNICAL ACCEPTANCE

The CLIENT, as a professional and knowledgeable party, assumes full responsibility for the design of the PRODUCTS based on the desired outcome, which only they know with precision.

As a result, the CLIENT determines the technical specification that defines, in all its aspects, the PRODUCTS to be manufactured and services to be provided, as well as the nature and methods of inspections and tests required at their acceptance.

The technical reception will take place at COPELECTRONIC’s premises or at the delivery location specified when the order form was signed.

A technical reception report will be drawn up and signed by the CLIENT, who will certify the conformity of the manufactured products in accordance with the specifications given by the CLIENT.

Once the report is signed by the CLIENT, COPELECTRONIC’s liability cannot be invoked, except in the case where a hidden defect is later detected, in accordance with Article 1641 of the Civil Code.

These inspections and tests are the responsibility of the CLIENT, who must appoint an approved organization or laboratory for this purpose. The cost of these inspections will remain the CLIENT’s responsibility.

2. TECHNICAL TESTS

COPELECTRONIC commits to adhering to the specifications in the technical documentation and the industry standards and practices.

In the absence of specific instructions from the CLIENT, COPELECTRONIC performs a visual and dimensional inspection of the products upon delivery.

3. CLAIMS

The reception of the products implies recognition of the absence of apparent defects.

Without prejudice to actions against the carrier, claims regarding non-compliance with the specifications or non-apparent defects must be made in writing within eight (8) days of final receipt.

In such cases, it is the responsibility of the CLIENT to provide evidence, with supporting documents, of the existence of the observed defect(s).

The PRODUCTS can only be returned to COPELECTRONIC after its express prior agreement and validation of the supporting documents related to the defect(s). The existence of reservations does not justify withholding payment for the delivered PRODUCT(S).

4. WARRANTY RETENTION

If the PARTIES agree to implement a warranty retention to ensure the completion of the services and address any reservations made at reception, it must comply with the provisions of Law No. 71-584 of July 16, 1971.

Reminder of Law No. 71-584 of July 16, 1971.

Modifié par Ordonnance n°2019-964 du 18 septembre 2019 – art. 35 (VD)
ARTICLE 1

“Payments of advances on the final value of private works contracts referred to in Article 1779-3° of the Civil Code may be reduced by a retention of up to 5% of their amount, contractually guaranteeing the execution of the works to address, if necessary, any reservations made during the reception by the client.

The client must deposit an amount equal to the retention with a trustee, accepted by both parties or, failing that, appointed by the president of the judicial court or the commercial court.

If the amounts subject to the retention exceed the deposited amount, the client must supplement it to match the total amount of the retention.

However, the contractually stipulated retention is not applied if the contractor provides a personal and joint guarantee of an equivalent amount from a financial institution listed by decree.”

5. LIFTING OF RESERVATIONS

If modifications, transformations, or repairs are necessary, new tests will be conducted, followed by a new report signifying acceptance until all reservations are lifted.

Any intervention by the CLIENT on the delivered PRODUCT(S) nullifies the warranty, except if COPELECTRONIC gives express consent.

7. DELIVERY, TRANSFER OF OWNERSHIP, AND RISKS

1. DELIVERY

Unless otherwise indicated, delivery is deemed to occur at COPELECTRONIC’s premises as mentioned on the order confirmation, unless there is an express agreement between the parties.

The CLIENT is informed in writing of the delivery date.

COPELECTRONIC is not bound by delivery deadlines and cannot be held liable for delays due to shortages, strikes, or other force majeure events.

2. TRANSFER OF OWNERSHIP

Ownership of the products is transferred upon delivery:

On the condition of full payment of the order and fulfillment of the CLIENT’s obligations.
After inspection and signing of the reception report by the CLIENT if delivery occurs at COPELECTRONIC’s site.
At the delivery location if transport is provided by COPELECTRONIC.
If delivered via an external carrier, ownership transfer takes place upon reception, with the carrier being responsible for any damages, partial or full losses of the merchandise, which travels at the client’s own risk.

3. TRANSFER OF RISKS

The transfer of risks occurs upon direct handover of the products to the CLIENT or the designated carrier.

COPELECTRONIC’s responsibility cannot be invoked once the reception report is signed by the client, except in the case of hidden defects in accordance with Article 1641 of the Civil Code.

4. TRANSPORT

If the CLIENT fails to collect the equipment, COPELECTRONIC may, at the CLIENT’s exclusive expense and risk, arrange for the transportation, storage, and insurance of the equipment, properly identified by any means, either at its premises or any other location. The CLIENT remains fully responsible for fulfilling all their obligations, and COPELECTRONIC declines any subsequent liability in this regard.

All packaging, transport, handling, and delivery operations are the CLIENT’s responsibility and at their risk. The CLIENT must verify the shipment upon arrival and, if necessary, pursue any claims against carriers, freight forwarders, or agents.

5. INSURANCE

The CLIENT must be insured with a solvent company to cover risks related to transport, storage, and material handling, properly identified by any means whether in their own premises or at any other place.

The CLIENT remains fully responsible for fulfilling all their insurance obligations, and COPELECTRONIC declines any subsequent liability in this regard.

From the moment the risks are transferred, the CLIENT is solely responsible for insuring the PRODUCT against all risks, particularly those related to transport and storage, until full payment is made to COPELECTRONIC. The CLIENT subrogates COPELECTRONIC in the event of damage, total or partial destruction of the product and/or delivered goods that have not been paid for, within the framework of the CLIENT’s insurance company’s compensation.

8. LIABILITY AND WARRANTIES

1. RESPONSIBILITY OF COPELECTRONIC

COPELECTRONIC is committed to strictly following the CLIENT’s specifications.

However, COPELECTRONIC declines liability for any apparent defects or order errors not reported within eight days of delivery or possession.

From the moment the risks are transferred, the CLIENT is solely responsible for insuring the PRODUCT against all risks, particularly those related to transport, until full payment is made to COPELECTRONIC.

Unless otherwise stipulated, installation and assembly are carried out by the CLIENT at their own risk.

COPELECTRONIC is not liable for any special requirements or conditions not communicated by the CLIENT.

2. WARRANTY

The warranty starts from the delivery date or the moment of risk transfer.

Any modifications, improper use, or unauthorized changes by the CLIENT void the warranty.

2.1 LEGAL WARRANTY

Unless otherwise stipulated, the warranty period is set at two (2) years from the risk transfer date, provided that claims are made in accordance with the provisions of Article 6.3 above.

Interventions on the products by COPELECTRONIC under the warranty will not extend its duration.

The COPELECTRONIC warranty exclusively covers defects and/or hidden flaws resulting from poor-quality raw materials or manufacturing defects, and more generally, any malfunctions resulting from non-compliance with the specifications provided by the CLIENT.

Under this warranty, COPELECTRONIC commits to replacing or repairing the PRODUCT or any component found to be defective.

COPELECTRONIC reserves the right to have any defective product examined by an independent expert to determine the causes and remedies for the parts deemed unsuitable for their intended purpose.

Replacement parts or reworked parts are guaranteed under the same conditions as the original PRODUCTS.

The warranty does not apply in cases of defects or flaws resulting either from materials provided by the CLIENT, or a design imposed by the CLIENT, or a modification made without the written consent of COPELECTRONIC, or when the CLIENT has replaced parts with those from another source.

The warranty is excluded for replacements and repairs resulting from normal wear and tear of the PRODUCTS, damage or accidents caused by negligence, lack of supervision or maintenance, improper use, incorrect installation, or modifications made without the prior written consent of COPELECTRONIC.

The warranty also does not apply to repairs of damage or accidents occurring during transport or due to incidents of force majeure or natural causes.

COPELECTRONIC’s warranty cannot be upheld for damage to devices and equipment composed of PRODUCTS as long as COPELECTRONIC has adhered to the specifications provided by the CLIENT.

9. DELIVERY DEADLINES

Unless expressly agreed otherwise, the delivery or execution times indicated in quotes, offers, and order acknowledgments are considered indicative. They may be extended for any reason that makes it impossible for COPELECTRONIC to fulfill its obligations, particularly in cases of force majeure as defined in Article 7.1.

No compensation can be claimed for delivery delays due to a shortage of raw materials, strikes, or force majeure.

Delivery times begin from the latest of the following dates:

The date of the CLIENT’s definitive acceptance of the order,
The date of payment of any agreed-upon deposit,
The date of receipt of all materials, equipment, tools, and specifications provided by the CLIENT which are necessary for the proper execution of the CONTRACT,
The date of fulfilment of prior contractual or legal obligations.

If the CLIENT requests a postponement, the delivery date of a firm order beyond the scheduled delivery date is subject to the following conditions:

If the order is completed, no postponement will be accepted;
If the order is in progress, a postponement may be accepted but must not exceed one month from the originally scheduled delivery date;
In all other cases, the CLIENT must request COPELECTRONIC’s approval via registered letter with a return receipt. In case of disagreement, COPELECTRONIC reserves the right to cancel the order. Subject to judicial decision, any payments already made may be retained as damages.
If the CLIENT requests additional work, the delivery times will be automatically extended, and the CLIENT agrees to provide all necessary technical information for the execution of the additional order.

Delivery delays caused by COPELECTRONIC can in no case justify the termination of the CONTRACT, nor give rise to any penalty or compensation unless expressly stipulated. Delay penalties are exceptional and require prior agreements described in the specific terms.

In cases where penalties and compensations have been mutually agreed upon, they serve as a fixed, compensatory settlement and are exclusive of any other sanctions or compensation.

COPELECTRONIC does not accept any unilateral deductions, which would then be considered a payment irregularity, allowing COPELECTRONIC to suspend any ongoing deliveries or refuse any new orders.

In any event, timely delivery can only occur if the CLIENT is up to date with all their obligations to COPELECTRONIC, regardless of the cause. Delivery is understood to mean that the PRODUCTS are available at COPELECTRONIC’s facilities, with packaging charged and not returned unless otherwise agreed.

The risks are transferred to the CLIENT upon delivery, without prejudice to COPELECTRONIC’s right to invoke the benefit of the retention of title clause stipulated in Article 13 below or to exercise its right of retention.

Delivery is made by the direct handover of the PRODUCT, either to the CLIENT or to their designated carrier, or if not specified, to a carrier chosen by COPELECTRONIC.

In the event of impossibility or lack of instructions on the destination, delivery is considered to have been made by a simple notice of availability, with the PRODUCTS then being invoiced and stored at the CLIENT’s expense, risk, and peril.

It is the CLIENT’s responsibility to check upon arrival the condition, quantity, and conformity of the PRODUCTS with the delivery note and to immediately inform COPELECTRONIC of any disputes.

10. INVOICING, PRICING, AND PAYMENT TERMS

1. INVOICING

In accordance with the law, COPELECTRONIC will issue electronic invoices starting from September 1, 2026, for large companies and mid-sized companies (ETI); and from September 1, 2027, for small and medium-sized companies (PMEs).

Until these provisions are implemented, invoices will be sent by mail, email, or delivered in person.

2. PRICING

Prices are established in euros, excluding taxes, VAT, customs duties, “ex-works” including packaging, unless specific provisions are stated on the purchase order, quote, and/or contract.

Prices correspond exclusively to the services specified on the purchase order, quote, and/or contract, provided that they have been expressly accepted by COPELECTRONIC, excluding any ancillary costs such as shipping, delivery charges, special inspections, certificates of conformity, specific insurance, levies, and taxes, etc…

Under no circumstances does the provision of services constitute a fixed-price contract.

Unless otherwise stated, offers and quotes remain valid for one month.

Beyond this period, the price specified in the quote may be revised according to new economic conditions. Unless otherwise agreed, payments are made by check, bank transfer, or recovered bill of exchange.

3. ADVANCE PAYMENTS

Advance payments are made upon receipt and will be invoiced according to the applicable legal and tax provisions.

Advance payments must be made at the time of signing the purchase order, contract, or quote. Otherwise, the order will neither be validated nor accepted by COPELECTRONIC.

4. PAYMENT TERMS

All payments are due upon receipt of the invoice, unless specific terms are defined on the purchase order, contract, or quote.

Payment by check or bank transfer is accepted. Bills of exchange must be accepted by the CLIENT within seven days of dispatch. Similarly, any promissory note issued by the CLIENT must be handed over to COPELECTRONIC upon receipt of invoices unless otherwise stipulated.

In all other cases, the invoice will specify the due date for payment.

The CLIENT cannot delay the contractual payment deadline if the reception or shipment of PRODUCTS made available at the factory is delayed or cannot be completed due to reasons beyond COPELECTRONIC’s control.

If payment terms are agreed upon as part of the contract, the agreed period between the PARTIES must not exceed 45 days from the end of the month or 60 days from the date of issue of the invoice (Article L441-10 of the French Commercial Code).

Non-compliance with the legal 60-day limit or unjustified requests to delay invoice issuance can result in penalties.

Contractually agreed payment dates cannot be unilaterally altered by the CLIENT for any reason, including disputes or delayed inspection of PRODUCTS.

Early payments are made without discounts unless otherwise agreed.

11. LATE PAYMENT AND PENALTIES

1. LATE PAYMENT – PENALTIES

Any late payment beyond the agreed dates will result in:

For sales with deferred payment: Any single missed payment will automatically result in the loss of the term and the immediate demand for all outstanding amounts and/or invoices.
COPELECTRONIC’s right to suspend, cancel, or refuse any order from the defaulting CLIENT without delay or compensation.
The CLIENT’s obligation to pay COPELECTRONIC, in addition to the principal amount:

A fixed indemnity of €50 for collection costs, which may be increased upon presentation of evidence (Article D 441-5 of the French Commercial Code).
Late payment interest calculated from the missed due date on the total outstanding amount, at the rate applied by the European Central Bank (ECB) for its most recent refinancing operations, plus 10 points: (UNPAID AMOUNT x RATE x (NUMBER OF DAYS LATE/365)) (Art. L441-10 II C. Com).
Any legal and/or extrajudicial costs incurred.
This is without prejudice to any other penalties or indemnities that may be imposed on the CLIENT or the enforcement of the retention of title clause.

For any CLIENT claims related to invoices issued by COPELECTRONIC, these must be made within two months from the invoice date. After this period, any claims will be deemed inadmissible against COPELECTRONIC.

2. TERMINATION OF THE CONTRACT

If the CLIENT fails to pay the full amount by the due date, COPELECTRONIC will send a formal notice by registered letter with acknowledgment of receipt.

If the CLIENT does not fulfill their payment obligation within eight (8) days of the formal notice, the CONTRACT will be terminated by law, and COPELECTRONIC may seek the return of the PRODUCTS in accordance with the retention of title clause.

In this case, the return will be at the defaulting CLIENT’s expense and risk.

If the termination is confirmed, COPELECTRONIC may also claim a penalty of 15% of the order amount, without further notice, in addition to any other damages.

Non-payment will also result in the cessation of any warranty on the delivered PRODUCTS.

12. CHANGE IN CLIENT’S SITUATION

All contracts are personal, and no subrogation may occur without COPELECTRONIC’s express written consent.

In the event of a deterioration in the CLIENT’s financial situation as indicated by financial reports and confirmed by payment delays, or if the financial situation differs significantly from the provided information, delivery will only occur against immediate payment or the provision of guarantees deemed sufficient by COPELECTRONIC.

In the event of the sale, transfer, pledge, or contribution to a company of its business, or a significant portion of its assets or equipment by the CLIENT, as well as in cases of non-compliance with payment deadlines or if a bill is not returned with acceptance within the given time, COPELECTRONIC reserves the right, without formal notice, to:

Declare the loss of the term, making all amounts due immediately payable.
Suspend any delivery or service.
Acknowledge the termination of all ongoing contracts and withhold any deposits, PRODUCTS, tools, and parts entrusted by the CLIENT to COPELECTRONIC until the determination of any possible indemnity.

The CLIENT agrees to promptly inform COPELECTRONIC of any situation of insolvency, anticipated dissolution, cessation of activity, or initiation of safeguard, reorganization, or liquidation proceedings.

13. WARRANTY ON EQUIPMENT – RETENTION OF TITLE CLAUSE

All sold products will be made identifiable by references or numbers.

The PRODUCTS remain the property of COPELECTRONIC until full payment of the invoices, in accordance with Articles 2367 to 2372 of the French Civil Code. Payment is only considered complete when COPELECTRONIC has fully and effectively received the amounts due.

Notwithstanding this retention of title clause, all risks associated with the supplied PRODUCTS are borne by the CLIENT as specified in Articles 7 and following of these general terms and conditions of sale.

If the PRODUCTS under retention of title have been resold by the CLIENT, COPELECTRONIC’s claim will automatically be transferred to the resale price of those PRODUCTS.

The CLIENT hereby assigns to COPELECTRONIC all claims arising from the resale of unpaid PRODUCTS under retention of title.

In the event of safeguard, reorganization, or liquidation proceedings against the CLIENT, the PRODUCTS may be reclaimed in accordance with the applicable legal and regulatory provisions.

In case of partial or total non-payment, the PRODUCTS held by the CLIENT or at any other location will be deemed to correspond to the unpaid claims.

In accordance with Articles L624-9 and L624-16 of the French Commercial Code, this retention of title clause is enforceable against the CLIENT notwithstanding any contrary clause.

As a reminder, Article L624-9 of the French Commercial Code states: The claim of goods can only be exercised within three months following the publication of the judgment initiating the proceedings.

COPELECTRONIC is henceforth authorized by the CLIENT, who agrees, to conduct an inventory and/or sequester unpaid PRODUCTS in their possession. Any previous payments will remain fully acquired by COPELECTRONIC as a penalty clause.

The CLIENT will thus be solely responsible for all risks of deterioration, loss, partial or total destruction, regardless of the cause of the damage, even if it is due to an accident or force majeure.

Consequently, the CLIENT must insure the PRODUCTS under retention of title, specifying in the insurance policy that any indemnity will be paid directly to COPELECTRONIC and provide any proof of the insurance upon request.

The CLIENT must also inform any third party, particularly in the event of a seizure, that the PRODUCTS under retention of title belong to COPELECTRONIC and immediately inform COPELECTRONIC of any seizure or similar operation.

14. INTELLECTUAL PROPERTY AND CONFIDENTIALITY.

1. INTELLECTUAL PROPERTY

These terms do not grant the CLIENT any ownership rights, whether direct or indirect, over the know-how, trade names, trademarks, logos, and other intellectual property rights related to COPELECTRONIC and/or its products and/or services.

All plans, descriptive estimates, technical documents, projects, and other materials provided to the CLIENT by COPELECTRONIC are shared under a loan-for-use agreement. These materials may not be copied, reproduced, or shared with third parties in any form or by any means without prior authorization.

Any studies, tools, printing plates, or molds remain the property of COPELECTRONIC in all cases, regardless of the CLIENT’s contribution to production costs. However, when they are used to manufacture goods exclusively owned by the CLIENT, the CLIENT has exclusive use of them within COPELECTRONIC’s facilities but cannot demand their transfer outside without prior express agreement.

Any transfer of intellectual property or know-how must be formalized in a written contract.

The CLIENT is prohibited from disclosing, directly or indirectly, any commercial, technical, financial, administrative, personal, or other information provided by COPELECTRONIC or that the CLIENT became aware of during the execution of the CONTRACT and/or negotiations and/or testing phases, to any unauthorized individual or entity.

Any disclosure harming COPELECTRONIC’s interests would make the CLIENT liable, and the CLIENT guarantees compliance with this confidentiality obligation by its employees, agents, or duly authorized subcontractors, as specified in Article 16 below.

2. CONFIDENTIALITY

The PARTIES mutually agree to a general confidentiality obligation concerning any oral or written confidential information, regardless of its form (reports, plans, data exchanges, activities, installations, projects, know-how, products, etc.) shared during the preparation and execution of the CONTRACT, except for information already in the public domain or that becomes public through no fault of either PARTY.

Confidential information must be:

Either documented as confidential with an appropriate label, stamp, or any other means clearly indicating its confidential nature before transmission by the Disclosing Party,
Or revealed or transmitted in any other way but confirmed as confidential by the Disclosing Party to the Receiving Party in writing, accompanied by a brief description, within thirty (30) days following the disclosure or transmission.

The PARTIES agree to take all necessary measures to ensure compliance with this confidentiality obligation throughout the duration of the CONTRACT and even after its expiration. They also commit to ensuring this obligation is met by all their employees and agents, whether permanent or temporary.

The CLIENT guarantees that at the time of placing an order, the content of the plans and specifications and their implementation do not infringe on any intellectual property rights or know-how owned by a third party, nor do they violate any legal or contractual obligations.

The CLIENT also indemnifies COPELECTRONIC against any direct or indirect consequences of any legal action, particularly for infringement or unfair competition.

15. DISPUTES – LITIGATION RESOLUTION

1. ARBITRATION CLAUSE – MEDIATION

Before initiating any legal action, the parties expressly agree to submit any existing or future dispute to:

Bayonne Mediation Association

32 rue du Hameau – 64200 Biarritz – France

Phone: +33 6 79 59 83 38

2. PARTIAL INVALIDITY

The invalidity, illegality, or unenforceability of any provision(s) or clause(s) of these GENERAL CONDITIONS, regardless of the jurisdiction or authority that decides this, shall not affect the validity, legality, or enforceability of all other clauses and provisions.

The PARTIES will strive to negotiate in good faith a clause or provision that is economically equivalent to substitute the invalid clause(s).

The fact that COPELECTRONIC does not invoke, at any time, any of the provisions of the GENERAL CONDITIONS cannot be interpreted as a waiver or abandonment by COPELECTRONIC of any of its rights, nor does it affect the validity of any part of the GENERAL CONDITIONS or prevent future action by COPELECTRONIC.

Any amendments to the GENERAL CONDITIONS will only be effective once signed by an authorized representative of each PARTY.

3. APPLICABLE LAW – JURISDICTION

This CONTRACT is governed by French law. In case of a translation into another language, only the French version shall prevail.

Failing an amicable resolution, any dispute concerning the application, interpretation, or execution of this CONTRACT will fall under the jurisdiction of the Commercial Court of Bayonne.

16. PERSONAL DATA PROTECTION

COPELECTRONIC Scoop SA, a cooperative company with variable capital, registered with the Bayonne Trade Register under number 331 605 964, with its registered office at the European Freight Center, Avenue de Bordaberri in Mouguerre (64990), is the data controller for personal data collected under this CONTRACT.

For any questions regarding personal data processing, you can contact COPELECTRONIC:

By mail: COPELECTRONIC, CEF, Avenue Bordaberri, 64990 Mouguerre, France

By email: copelectronic@copelectronic.com

COPELECTRONIC processes personal data (as defined by the European Regulation of April 27, 2016) in compliance with the French Data Protection Act No. 78-18 of January 6, 1978, as amended, and with the EU Regulation 2016/679 of April 27, 2016.

COPELECTRONIC collects personal data from its clients to provide and improve its services. The personal data collected includes identity (name, surname, title, role) and contact information (professional email address, phone number). Data collection aims to:

Respond to client inquiries and needs (the legal basis being contract performance);
Offer personalized services based on client needs (the legal basis being consent);
Manage and improve services (the legal basis being the pursuit of the provider’s legitimate business interests);
Manage payments for services (the legal basis being contract performance);
Handle potential disputes (the legal basis being compliance with legal obligations).

Personal data may be shared with carriers solely to ensure the transportation of PRODUCTS. These recipients only have access to the personal data necessary to perform their services and are not authorized to use it for other purposes. They are also required to comply with this article and the applicable regulations in processing the data.

COPELECTRONIC may also disclose personal data to third parties when required by regulation or law, by court order, or when necessary to defend its own rights. Personal data is retained throughout the CONTRACT and for 10 years following its termination to meet potential litigation needs.

COPELECTRONIC applies technical and organizational security measures to ensure the safe storage and processing of personal data. Data subjects have the right to access, modify, rectify, copy, and delete their personal data at any time. They also have the right to object to receiving unsolicited commercial communications by email.

To exercise these rights, please contact COPELECTRONIC at the email address mentioned above.

Complaints can also be filed with the French Data Protection Authority: Le Commission Nationale de l’Informatique et des Libertés (CNIL) – Service des Plaintes – 3 Place de Fontenoy – TSA 80715 – 75334 Paris Cedex 07