General Terms and Conditions of Sale

SPENLE DEVELOPPEMENT SARL, a limited liability company having registered offices at 4 Terrasse Rhône Alpes F-57400 Sarrebourg, registered with the Metz Trade and Companies Register under number 442 284 105, hereinafter referred to as “the seller” or “SPENLE”.

The sales contract and this document are governed by French law.

1. General clause:

Our general terms and conditions of sale are alone valid and override all other terms and conditions of purchase, even if indications to the contrary exist in our customers’ general terms and conditions of purchase, with the exception of amendments accepted and confirmed in writing by us. If our general terms and conditions of sale are translated into another language, the French version shall prevail.

2. Non-disclosure and Intellectual Property:

The Customer acknowledges that SPENLE is the sole owner of the intellectual property rights pertaining to its quotes, documents, plans, drawings, studies and files. The Customer undertakes not to disclose the above to third parties for any reason whatsoever without SPENLE’s written permission.

3. Orders

The customer receives a quote based on its specific needs and usage, together with the related technical data. In addition to our standard products and spare parts, we also provide made-to-order and bespoke manufacturing solutions. For the latter, the customer must check that all the details specified in our quote and any validation request that we may send the customer subsequent to the order have been correctly interpreted.

By submitting a purchase order that references a quote, or by signing a quote or validation drawing, the customer acknowledges that all information is accurate and meets its requirements. Any change requests subsequent to the above will result in additional costs commensurate with the design and manufacturing already undertaken but which have become redundant.

Only orders confirmed by SPENLE will be considered as accepted.

4. Deadlines

Manufacturing and delivery times are given for information purposes only. Deadlines only accrue from the date on which we are in full possession of all the technical and commercial information required to fulfil the order.

Under no circumstances may delays, for whatever reason, justify the cancellation of the order or entitle the customer to any compensation whatsoever.

5. Shipping

Our goods always travel at the customer’s risk, even if shipment is made carriage paid. In the event of loss, damage or shortage, the purchaser shall exercise their right of recourse against the carrier by stating its reservations on the consignment note at the time of unloading and by registered letter with acknowledgement of receipt, within three days of receipt of the goods. Such reservations must be precise and provide a detailed report of the damage suffered by the goods. Any delivery for which no reservations have been made and no registered letter with acknowledgement of receipt has been sent, a copy of which will be sent simultaneously to our company, will be considered to have been accepted by the customer.

If an incorrect delivery address is given by the customer after the goods have been shipped, the costs of re-routing will be charged to the customer.

Charges may also be invoiced to the customer if the delivery requires additional means not specified when the order was placed (small vehicle, tail lift, area with difficult access or subject to constraints, etc.) or if the goods must be redelivered to the recipient whereas our liability or that of our carrier is not incurred.

6. Price – Payment:

Our prices do not include VAT and are subject to the validity date determined by the seller. Except where stipulated otherwise, our invoices are payable in cash, net, without discount. If we grant deferred payment terms, our acceptance will be subject to the approval of our credit insurance company.

In the event of late payment, the outstanding balance will be increased by a penalty equal to 3 times the legal interest rate, plus collection costs of 40 euros.

7. Retention of title:

The seller expressly reserves title to the goods delivered until full payment of the price and related accessory charges have been received. As the holder of our goods, the buyer assumes custody, risk and liability for them at its own expense in all cases, even in cases of force majeure.

8. Warranty:

The goods are guaranteed against any manufacturing defect for a period of 12 months from the date of delivery. Our warranty shall not apply in the event of improper handling, abnormal storage conditions, negligence on the part of the purchaser, inappropriate use, incorrect installation or application, repairs or modifications to the goods without our written agreement, or lack of maintenance. Our warranty covers the replacement of defective components or parts, including delivery, whereas the customer is responsible for their installation. If we request the return of defective items, we will organise their transport at our expense. Our warranty does not cover wear parts.

9. Personal data protection:

SPENLE specifies that all personal data is collected, archived and deleted in compliance with the GDPR, effective as of 25 May 2018, following EU Regulation 2016/679.

10. Settlement of disputes:

These general terms and conditions are governed by French law. If no amicable settlement is reached, any dispute, even in the event of warranty claims or multiple defendants, will fall within the exclusive jurisdiction of the Courts of Metz.