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The terms used in these general conditions will have the meanings attributed to them below:<\/span><\/p>\n “GENERAL CONDITIONS”<\/b>: refers to this agreement, any annexes, and\/or any attached document, as well as any special conditions signed by the parties.<\/span><\/p>\n “COPELECTRONIC”<\/b>: 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.<\/span><\/p>\n “CLIENT”<\/b>: refers to the co-contracting party of COPELECTRONIC, whether they are a “CLIENT” or an “ORDERING PARTY”.<\/span><\/p>\n “PARTIES”<\/b>: refers to “COPELECTRONIC” and the “CLIENT”, and the term “PARTY” refers to one of the two parties.<\/span><\/p>\n “CONTRACT”<\/b>: refers to all documents mentioned in Article 4 below.<\/span><\/p>\n “SPECIAL CONDITIONS”<\/b>: refers to the obligations agreed between the parties that derogate from the GENERAL CONDITIONS.<\/span><\/p>\n “SPECIFICATIONS”<\/b>: refers to all the specification documents mentioned in Article 3 below, validated by the parties.<\/span><\/p>\n “PRODUCTS”<\/b>: refers to the product(s), tools, or equipment manufactured by COPELECTRONIC according to the client’s specifications or plans.<\/span><\/p>\n “RAW MATERIAL”<\/b>: refers to the material(s) used to manufacture the product.<\/span><\/p>\n 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.\u00a0<\/span><\/p>\n Placing an order and\/or accepting any offer from COPELECTRONIC implies full and unreserved adherence by the CLIENT to these GENERAL CONDITIONS.\u00a0<\/span><\/p>\n Unless otherwise provided by special conditions signed by all parties, these GENERAL CONDITIONS apply to all contractual relations between COPELECTRONIC and the CLIENT.\u00a0<\/span><\/p>\n 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modification of one or more clauses of these GENERAL CONDITIONS, the other clauses that are not expressly modified or repealed by special conditions remain applicable between the PARTIES and retain their full effect.\u00a0<\/span><\/p>\n In any case, these GENERAL CONDITIONS exclude any application of the CLIENT\u2019s 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.\u00a0<\/span><\/p>\n 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.<\/span><\/p>\n <\/b><\/p>\n <\/span><\/p>\n 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\u00a0 achieved through close collaboration between the parties.\u00a0<\/span><\/p>\n 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.\u00a0<\/span><\/p>\n Consequently, COPELECTRONIC cannot be held responsible for any omission or error contained in the elements provided by the client.<\/span><\/p>\n <\/b><\/p>\n 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\u2019s request.\u00a0<\/span><\/p>\n Once the nature of the service to be provided has been determined, it will not be modified unless agreed in writing by the PARTIES.\u00a0<\/span><\/p>\n 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.\u00a0<\/span><\/p>\n The specification, accompanied by digital support if necessary, must accurately, pertinently, and reliably define the CLIENT\u2019s needs, given that COPELECTRONIC cannot be held responsible for any omission or error contained in this specification.\u00a0<\/span><\/p>\n 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.\u00a0<\/span><\/p>\n 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.<\/span><\/p>\n <\/b><\/p>\n <\/span><\/p>\n Only the following documents are considered contractual:<\/span><\/p>\n <\/b><\/p>\n 2. CONTENT OF THE SPECIAL CONDITIONS<\/p>\n The special conditions refer to all special obligations agreed between the PARTIES that derogate from the general sales conditions.\u00a0<\/span><\/p>\n 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\u00a0 from one or more articles of these general sales conditions.\u00a0<\/span><\/p>\n 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.<\/span><\/p>\n <\/b><\/p>\n <\/span><\/p>\n 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.<\/span><\/p>\n <\/b><\/p>\n Once the order is accepted by COPELECTRONIC, the CONTRACT cannot be canceled or modified for any reason, unless expressly agreed by COPELECTRONIC:<\/span><\/p>\n <\/p>\n In any event, any deposit paid will be retained by COPELECTRONIC.<\/span><\/p>\n <\/b><\/p>\n 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.<\/span><\/p>\n <\/b><\/p>\n <\/span><\/p>\n 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.\u00a0<\/span><\/p>\n 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.<\/span><\/p>\n The technical reception will take place at COPELECTRONIC\u2019s premises or at the delivery location specified when the order form was signed.\u00a0<\/span><\/p>\n 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.\u00a0<\/span><\/p>\n 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.\u00a0<\/span><\/p>\n 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\u2019s responsibility.<\/span><\/p>\n <\/b><\/p>\n COPELECTRONIC commits to adhering to the specifications in the technical documentation and the industry standards and practices.\u00a0<\/span><\/p>\n In the absence of specific instructions from the CLIENT, COPELECTRONIC performs a visual and dimensional inspection of the products upon delivery.<\/span><\/p>\n <\/b><\/p>\n The reception of the products implies recognition of the absence of apparent defects.\u00a0<\/span><\/p>\n 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.\u00a0<\/span><\/p>\n2. SCOPE OF APPLICATION AND ENFORCEABILITY<\/span><\/h2>\n
3. RELATIONSHIP BETWEEN THE CONTRACTING PARTIES<\/span><\/h2>\n
<\/b><\/h3>\n
1. COLLABORATION OF THE PARTIES<\/h3>\n
2. SPECIFICATIONS<\/h3>\n
4. FORMATION OF THE CONTRACT<\/span><\/h2>\n
1. CONTENT AND FORMATION OF THE CONTRACT<\/h3>\n
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<\/ol>\n
5. ORDERS \u2013 ACCEPTANCE OF ORDERS<\/span><\/b><\/h2>\n
1. ORDER FORMA<\/h3>\n
2. ORDER CANCELLATION<\/h3>\n
\n
3. ORDER MODIFICATION<\/h3>\n
6. PRODUCT ACCEPTANCE BY THE CLIENT<\/span><\/h2>\n
1. TECHNICAL ACCEPTANCE<\/h3>\n
2. TECHNICAL TESTS<\/h3>\n
3. CLAIMS\u00a0<\/h3>\n