CLAUSE 1: CONTRACT FORMATION
1.1 Any order shall automatically imply the customer full acceptance of the present Contract special terms and conditions, and an express and irrevocable waiver of any additional document.
1.2. The pre-proposal made by COPAC is valid for a period of fifteen days starting from its sending date.
1.3. The present Contract consists of an agreement concluded between COPAC and the Customer, specifying the catalogue items type, quantity and brand, the equipment references, agreed price, funding method, place and installation or removal dates. This agreement may result from
the acceptance of a quotation issued by COPAC, or from a customer order form accepted by COPAC. A written order confirmation must be sent out by COPAC to the customer and a deposit might be required in some cases. Orders are irrevocable for the buyer, unless otherwise agreed by COPAC.
1.4. The renter shall provide COPAC with an identification document and a certificate of residence. Corporate customers will be required to provide a proof of identification. Invoices shall always be issued in the name of the contracting company.
1.5. An additional financial guarantee may be required. In that case, the latter shall only be paid back to the customer upon reception by COPAC of the full outstanding amount.
ARTICLE 2: ORDER CHANGE
The customer may amend or cancel the order by registered letter or fax at the latest 72 hours before shipment of the ordered items. This requirement is mandatory in order for the change /cancellation to be effective. Should COPAC fail to accept the change or resolution, the paid instalments may not be refunded.
ARTICLE 3: EQUIPMENT AVAILABILITY
3.1 All equipment is deemed to comply with the current regulations and shall be delivered to the customer in good conditions, with all necessary accessories required for a proper use.
3.2. Any delivered or installed equipment shall automatically transfer the equipment ownership and full responsibility to the customer until its return date, as defined in articles 1382 up to 1384 of the French Civil Code.
3.3. A contradictory statement may be drawn up upon request by either parties, and may be signed by both parties.
3.4. Notwithstanding the measures to be taken with regard to the carrier, any additional complaint about apparent defects or non-conformity of the equipment supplied with the order shall be addressed by registered letter with acknowledgement of receipt within a period of eight days after equipment delivery. The customer shall be held liable for providing any supporting evidence to substantiate the reported defects or discrepancies. He further undertakes to allow COPAC to identify and remedy to such defects. He shall refrain from taking action himself or having a third party take action to this effect. In the event that COPAC duly acknowledges an apparent defect or non-conformity of the supplied or installed equipment under the above-mentioned conditions, the buyer or renter shall be entitled to a free exchange or refund of the equipment at the seller’s or hirer’s discretion, with the exception of any compensation or damages.
3.5. Equipment inventories carried out by COPAC staff and recorded on its delivery, exit and return forms shall prevail in the event of a dispute. The client may appoint a third party to COPAC warehouse in order to perform counter-counting at truck unloading.
ARTICLE 4: DELIVERY – TRANSPORT
The customer shall be held liable for the equipment transport, loading, unloading and stowage. Orders will be shipped on item availability, and on a first come – first served basis. COPAC reserves the right to deliver orders in completely or in part. In case of a delayed shipment for circumstances beyond our control, delivery shall be deemed to have occurred on time. Delivery dates are as accurate as possible, depending on the supply possibilities and carrier availability. Late deliveries cannot give rise to damages, withholding or cancellation of pending orders. However, in the event of the non-reception of an equipment for any reason other than in case of force majeure, and if no formal notice of default has been issued within a period of one month, the sale may be terminated at the request of either party. The customer may get his deposit refunded, under the exclusion of any compensation or damages. Following cases of force majeure shall be deemed to discharge COPAC from its shipment obligation: war, riot, fire, strikes, accidents, lack of supplies. COPAC undertakes to notify the customer in a timely manner about the above-mentioned cases and events. Under any circumstances, equipment may only be delivered in due time provided the buyer or renter has fulfilled its obligations towards the seller or hirer, regardless of the cause.
ARTICLE 5: EUIPMENT RETURN
The customer must notify COPAC by fax or registered letter at least 48 hours before return of any worksite equipment. All return agreements must have been duly agreed between the seller or hirer and the buyer or renter. The buyer or hirer shall be held liable for all return related expenses and risks. All items must be returned in good condition and be clean. In default, COPAC may charge the customer for the repair of damaged equipment. The seller shall issue a return form mentioning the day of return and any additional comments concerning the returned equipment condition. In case of failure to return the equipment, or in case of irreparable damage or theft, COPAC reserves the right to charge the full-priced equipment value to the customer, based on the applicable rate at failure date, including an obsolescence percentage of 2% per month of rental, within the limit of 50% of the equipment original value.
In the event of a failure to return the equipment, COPAC may take the renter to court for summary proceedings in order to have the equipment returned immediately, and the buyer may incur a fine.
ARTICLE 6: WARRANTY
6.1. Conditions for the application of the contractual guarantee
All sold equipment is guaranteed against any malfunction resulting from a material, manufacturing or design fault under the following conditions. The malfunction shall appear within a period of 2 months from the delivery date and the item should have been used as specified in the order. The warranty will not apply to any malfunction resulting from any unauthorized equipment repair, negligence or lack of maintenance attributable to the buyer, or in case of force majeure or apparent malfunctions.
6.2. Warranty enforcement
Under the terms of the warranty, the seller undertakes to replace defective parts on a free of charge basis. This warranty covers labour costs and expenses resulting from disassembly, re-assembly, on-site transport, etc.
6.3. Limitation of liability
By express agreement between the parties, the seller’s liability resulting from any equipment malfunction shall be limited to the above-mentioned clauses, in particular with regard to latent malfunctions and non-tangible damage.
ARTICLE 7: USE
The customer shall be held liable for any damage resulting from improper equipment use, whether for its intended purpose or in accordance with legal, contractual or technical regulations. He shall also assume full responsibility for any use that fails to comply with the use agreed at the time of the order. In such cases of non-compliance, he will fully assume the related costs and charges, contractual and/or legal penalties. Moreover, the customer is responsible for the maintenance of the rented equipment.
ARTICLE 8: CONFIDENTIALITY
Studies, plans, drawings and documents provided or sent by COPAC to the customer remain the exclusive property of COPAC. Therefore, the Customer may not disclose them to third parties for any reason whatsoever. The customer hereby certifies the accuracy of the data submitted to COPAC for the project design.
ARTICLE 9: INSURANCE
The renter undertakes to contract an insurance policy from a reputable creditworthy insurance provider, at his own cost and starting at the delivery date of the rented equipment, and to provide evidence of this before the equipment is made available to the renter.
ARTICLE 10: RATES – PRICES
Prices are established at order date and charged based on the current rate. Orders shall be paid according to the terms defined in the order confirmation. Payment confirmation will occur only after effective reception of the payment.
The present contract includes monthly rental prices. A month is deemded as a 30-day period. The renting period consists of undividable 24-hour increments. Each started 24-hour period will be charged as a full day. We charge for the entire duration of the equipment’s availability. All our equipment rental prices are given excluding taxes and ex-warehouse That means that the renter is fully responsible for the equipment transportation costs to and from the work site. Our prices are given without any commitment of duration, and rental prices apply only on the day of installation. Any modification of rates or type of fiscal taxes also apply to our equipment prices from their legal date of application on, in a retroactive way for price information requests as well as for current orders. We reserve the right to modify our prices if labour, material or transport requirements are not respected, even in the event of a current order. Rental invoice are issued monthly between the 1st and the 10th of the month following the billing period.
ARTICLE 11: PAYMENT
11.1. Unless otherwise agreed, payments shall occur according to the following terms and conditions:
– Cheque on order OR
– payment within 30 days following any accepted delivery including a signed draft to be returned within the next 48 hours, following prior agreement of the duly completed and signed account opening application.
11.2 In the event of a delayed payment, COPAC may suspend all pending orders without customer prejudice to any other legal action. Any outstanding amount will be subject to late payment interest at a rate calculated at twice the legal interest rate. In the event of a failure to pay an invoice on its due date, all order or further pending order related outstanding amounts are due immediately by the customer, as of right and following the notification by registered letter with acknowledgement of receipt about the actual delivery status. COPAC reserves the right to reject any order or to suspend any ordered equipment delivery, without the buyer being entitled to any compensation for any reason whatsoever. Penalties will be due upon request by COPAC. In the event of a payment failure and 48 hours after a formal notice has remained unanswered, the sale will be cancelled automatically if it appears appropriate to the seller, who may request the equipment to be returned without any further damages; the same applies to rented equipment for which COPAC reserves the right to charge non-repaired items at their purchase price, as an assignment. In the case of a scheduled payment, any failure to pay a single instalment will lead to immediate payment obligation of the full outstanding amount, without any prior notice.
ARTICLE 12: RENTAL PERIOD
12.1. The minimum rental period is of one month
12.2. The rental period starts on the day the rented equipment is made available to the renter in the seller’s warehouse, or any other location as defined in the special conditions. This date should be mentioned on the delivery note or on the rental contract. This period ends at return date of the rented equipment to the seller´s warehouse.
12.3 COPAC cannot be held liable for any incidents, holidays or other weather conditions that may delay the expected equipment return date.
12.4. The parties may terminate the contract after an 8-day notice period notified by registered letter with acknowledgement of receipt.
ARTICLE 13: RESERVATION OF OWNERSHIP
Until full payment of the corresponding invoice, the ordered items remain the property of COPAC, as a financial warranty (articles 2367 and following of the French Civil Code). In the event of application of the retention of title clause, the instalments paid by the buyer shall be forfeited as fixed damages. The sold equipment covered by this clause may neither be pledged nor transferred as a guarantee. In the event of a re-sale by the buyer, the latter undertakes to notify COPAC immediately in name of the supplier right to claim the outstanding balance from the third party buyer. In order to protect COPAC’s rights, the buyer undertakes to allow free access to its warehouses, stores and worksites, and to ensure that the rented or sold products remain traceable at all times. In case of insolvency or liquidation proceedings, pending orders shall be cancelled automatically and the company reserves the right to claim the rented or sold equipment, or to consider any non-returned rented item as lost, and to charge its cost as such.
ARTICLE 14: HIRER CROWDING OUT
Any rented equipment shall remain the property of COPAC; therefore, the renter undertakes to refrain from assigning, pledging or hypothecating, sub-leasing, lending, or otherwise making use of it or transferring it to another work site without prior written agreement from COPAC. The customer may not modify the equipment without prior agreement from the hirer. In case of lack of acceptance, the customer will be charged for equipment rental on the original work site until full equipment return to COPAC’s warehouse.
ARTICLE 15: AUTOMATIC RESOLUTORY CLAUSE
In the event that the customer fails to fulfil any contractual obligation, including in particular his responsibility to return the equipment or to pay outstanding invoices in due time, the present contract will be automatically terminated after that a formal notice has been sent out by registered letter with acknowledgement of receipt and that the latter has remained unanswered, this without prejudice to any compensation to be claimed from the defective party.
ARTICLE 16: CLAIM AND DISPUTE RESOLUTION
Any dispute relating to the present contract shall be deemed to the enforcement of French law, and failing an amicable agreement, to the exclusive jurisdiction of the Commercial Court of COPAC’s registered headquarters location, even in cases of appeal or of plurality of defendants.