Article 1 – Purpose and Scope
These General Terms and Conditions of Sale constitute, in accordance with Article L441-1 of the French Commercial Code, the sole basis of the commercial relationship between the parties.
They define the terms under which SPEGA BNL BV (the “Supplier”) sells various aesthetic and/or medical products (the “Products”) to those who request them (the “Customers” or the “Customer”).
Placing an order implies the Customer’s full and unreserved acceptance of these General Terms and Conditions of Sale.
No special conditions may prevail over these General Terms and Conditions of Sale unless formally accepted in writing by the Supplier.
The Supplier’s failure to enforce any of these General Terms and Conditions of Sale at any given time shall not be construed as a waiver of its right to enforce them subsequently.
Article 2 - Order Placement
The main characteristics of the Products, including all the essential information required by applicable regulations, and in particular the specifications, illustrations, and indications of dimensions or capacity of the Products, are presented on the Supplier's website in the product sheets and the Supplier's catalog.
The Customer is required to review this information before placing any order.
The choice and purchase of a Product are the sole responsibility of the Customer.
The photographs and graphics presented on the Supplier's website are not contractual and do not constitute a guarantee by the Supplier.
The Customer is required to refer to the description of each Product to understand its properties, essential characteristics, and delivery times, as well as, in the case of continuous or periodic supply of goods, the minimum duration of the proposed contract.
The Supplier is only bound by orders taken by its representatives or employees subject to written confirmation. Orders become final only after receipt of the contractual deposit and written confirmation.
For orders placed exclusively online, an order is registered on the Supplier's website when the Customer accepts these General Terms and Conditions of Sale by checking the box provided for this purpose and validates their order. This validation implies acceptance of all of these General Terms and Conditions of Sale and constitutes proof of the sales contract.
Order processing and acceptance are confirmed by email. The data recorded in the Supplier's computer system constitutes proof of all transactions concluded with the Customer.
Unless otherwise agreed, quotes issued by the Supplier are valid for ninety (90) days.
Any modifications requested by the Customer can only be taken into account, within the limits of the Supplier's capabilities and at its sole discretion, if they are notified in writing at least ten days before the scheduled delivery date of the ordered Products, after the Customer has signed a specific order form and any necessary price adjustments have been made.
These prices are net and exclusive of VAT (VAT is indicated where applicable), ex-works, and packaging is extra. They do not include transport, any customs duties, or insurance, which remain the responsibility of the Customer.
Special pricing conditions may apply depending on the Customer's specific requirements, particularly regarding delivery methods and times, or payment terms and conditions. A specific commercial offer will then be sent to the Customer by the Supplier.
Unless proven otherwise, the data recorded in the Supplier's computer system constitutes proof of all transactions concluded with the Customer.
In accordance with the French Data Protection Act of 6 January 1978, reinforced and supplemented by the GDPR (General Data Protection Regulation) which came into force on 25 May 2018, the Client has, at any time, the right to access, rectify, object to, erase and port all of his personal data by writing, by post and providing proof of his identity, to the address of the Supplier, mentioned above.
Article 3 – Product Unavailability
If the ordered product is unavailable from stock, the Supplier will inform the Customer by email, along with the next expected availability date.
In the event of unavailability, the Customer may either maintain or cancel their order within 72 hours of receiving the email notification. The unavailability of the product shall not render the Supplier liable, nor shall it entitle the Customer to any damages. If the Customer does not respond within this timeframe, the order will be considered confirmed. In the event of cancellation, the price will be refunded to the Customer.
Article 4 – Price
4-1 Deposit
The Supplier reserves the right to request a deposit or full payment upon ordering or upon receipt of the order.
4-2 Price Variation
The Supplier reserves the right to modify the prices listed in its offers to reflect changes in the economic factors and conditions that determine them. The applicable prices are those listed on our website www.spega-medical.com at the time of ordering or those in the commercial proposal, if applicable.
4-3 Payment
Invoices are due within 30 days of the invoice date. Invoices are payable to:
SPEGA BNL BV
IBAN: NL78INGB0009678828
BIC: INGBNL2A
In the case of deferred or installment payments, payment, as defined in this article, is not the mere delivery of a bill of exchange or check implying an obligation to pay, but rather the actual settlement of the payment on the agreed due date. No discount will be granted for early payment.
4-4 Late or Default
In the event of default of payment, the Supplier may suspend all pending orders, without prejudice to any other legal action. Any sum not paid by the due date will accrue late payment interest at a rate of ten times the ECB's semi-annual key interest rate (REFI) without any formality or prior notice. This rate will be applied daily from the invoice due date. A fixed compensation fee of €40 for recovery costs will be automatically due from the Client without prior notification in the event of late payment.
4-5 No Set-Off
Unless expressly agreed to in advance and in writing by the Supplier, and provided that the reciprocal claims and debts are certain, liquid, and due, the Client may not validly set off any potential penalties for late delivery of ordered Products or non-conformity with the order against sums owed by the Client to the Supplier for the purchase of said Products.
Article 5 – Retention of Title
The Supplier retains ownership of the Products sold until full payment of the price by the Customer, allowing it to repossess said Products. Any deposit paid by the Customer will remain with the Supplier as liquidated damages, without prejudice to any other legal action the Supplier may take against the Customer. However, the risk of loss or damage will be transferred to the Customer upon delivery of the ordered Products. The Customer is therefore obligated to insure the ordered Products, at its own expense, for the benefit of the Supplier, with appropriate insurance coverage, until full transfer of ownership, and to provide proof of such insurance to the Supplier upon delivery. Failing this, the Supplier will be entitled to delay delivery until such proof is provided.
Article 6 – Transfer of Risk
The risk of loss or damage to the Customer shall be transferred upon acceptance of the purchase order by the Supplier, thereby formalizing the agreement between the parties regarding the goods and the price, regardless of the transfer of ownership and irrespective of the date of payment and delivery of the Products.
Article 7 - Delivery
7-1 Scope of Delivery
The Supplier reserves the right to modify the models described in its brochures or catalogs without prior notice, including in the event of supply difficulties.
7-2 Delivery Method
Delivery of the Products is defined as the transfer to the Customer of physical possession or control of the Products ordered.
In accordance with the provisions of Article L 216-4 of the French Consumer Code, delivery of the Products includes the provision of the user manual, installation instructions, and a written statement indicating the possibility of making reservations, as well as the commercial warranty.
The Products ordered by the Customer will be delivered within the timeframe specified at the time of ordering to the address provided by the Customer when placing their order on the website.
Unless otherwise specified or in the event of unavailability of one or more Products, the Products ordered will be delivered in a single shipment.
The Supplier undertakes to use its best efforts to deliver the products ordered by the Customer within the aforementioned timeframes.
However, these timeframes are provided for informational purposes only.
If the ordered Products have not been delivered within thirty (30) days of the estimated delivery date, for any reason other than force majeure or the Customer's own actions, the Customer may notify the Supplier, under the conditions stipulated in Article L 216-6 of the French Consumer Code, of:
- either the suspension of payment of all or part of the price until the Supplier performs, under the conditions stipulated in Articles 1219 and 1220 of the French Civil Code (defense of non-performance),
- or the cancellation of the sale, after having formally requested the Supplier to perform within a reasonable additional period, which the Supplier fails to comply with.
The contract may be terminated immediately if the Supplier refuses to perform, if it becomes clear that the Supplier will be unable to deliver the Products, or if the missed delivery deadline was an essential condition of the sale for the Customer.
In the event of termination of the sale, the sums paid by the Customer will be refunded within fourteen days of the date of termination, without any compensation or deductions.
The Supplier assumes the risks of transport and is obligated to reimburse the Customer for any damage incurred during transport.
Deliveries are handled by an independent carrier to the address provided by the Customer when placing the order, provided that the carrier has easy access to this address.
The Customer therefore acknowledges that the carrier is responsible for delivery and has no recourse against the Supplier for any failure to deliver the transported goods.
In the event of a specific request from the Customer regarding the packaging or transport conditions of the ordered products, duly accepted in writing by the Supplier, the associated costs will be subject to a separate, additional invoice, subject to the Customer's prior acceptance.
The Customer is required to check the condition of the delivered products. They have four (4) business days from the date of delivery to submit, in writing (by registered mail), any reservations or claims regarding non-conformity, defects, or apparent flaws in the delivered Products (for example, a damaged or already opened package, etc.), as well as any failure to provide the instruction manual or installation instructions, along with all supporting documentation (including photos). After this period, and if these formalities have not been observed, the Products will be deemed compliant and free from any apparent defects.
It is reiterated that the absence of reservations made by the Customer upon delivery of the Products does not release the Supplier from the warranty of conformity, as described below.
Article 8 - Warranty
The Products sold on the website comply with the regulations in force in the Netherlands and are suitable for non-professional use.
The Products supplied by the Supplier are covered by the following legal guarantees, without additional charge and independently of the right of withdrawal:
- the legal guarantee of conformity, for Products that are apparently defective, damaged, or do not correspond to the order;
- the legal guarantee against hidden defects resulting from a flaw in materials, design, or manufacturing that affects the delivered products and renders them unfit for use.
8-1 Legal Guarantee of Conformity
The Supplier undertakes to deliver goods that conform to the contractual description and to the criteria set forth in Article L217-5 of the French Consumer Code.
The Supplier is liable for any lack of conformity existing at the time of delivery of the Products and that appears within two years of delivery.
This warranty period applies without prejudice to Articles 2224 et seq. of the French Civil Code, the limitation period beginning to run from the date the Customer becomes aware of the lack of conformity.
Any lack of conformity that appears within twenty-four months, or twelve months in the case of second-hand goods, from the date of delivery of the Products, is presumed, unless proven otherwise, to have existed at the time of delivery.
In the event of a lack of conformity, the Customer may demand that the delivered Products be brought into conformity by repair or replacement, or, failing that, a price reduction or the cancellation of the sale, under the conditions stipulated by law.
The Customer may also suspend payment of all or part of the price or the provision of the benefit stipulated in the contract until the Supplier has fulfilled its obligations under the legal guarantee of conformity, in accordance with Articles 1219 and 1220 of the French Civil Code.
It is the Customer's responsibility to request that the Supplier bring the Products into compliance, choosing between repair and replacement. The goods must be brought into compliance within a period not exceeding thirty days of the Customer's request.
The repair or replacement of the non-conforming Product includes, where applicable, its removal and collection, as well as the installation of the brought-in or replaced Product.
Any Product brought into compliance under the legal guarantee of conformity benefits from a six-month extension of this guarantee.
If the non-conforming Product is replaced when, despite the Customer's choice, the Supplier has not brought it into compliance, the replacement will start a new legal guarantee of conformity period for the Customer, beginning from the date of delivery of the replaced Product.
If the requested bringing into compliance is impossible or entails disproportionate costs under the conditions stipulated in Article L 217-12 of the French Consumer Code, the Supplier may refuse it. If the conditions stipulated in Article L 217-12 of the French Consumer Code are not met, the Customer may, after formal notice, seek specific performance of the initially requested remedy, in accordance with Articles 1221 et seq. of the French Civil Code.
The Customer may also demand a price reduction or the cancellation of the sale (unless the lack of conformity is minor) in the cases provided for in Article L 217-14 of the French Consumer Code.
When the lack of conformity is so serious that it justifies a price reduction or the immediate cancellation of the sale, the Customer is not required to first request the repair or replacement of the non-conforming Product.
The price reduction is proportional to the difference between the value of the delivered Product and its value in the absence of the lack of conformity.
In the event of cancellation of the sale, the Customer will be reimbursed for the price paid upon return of the non-conforming Products to the Supplier, at the Supplier's expense.
The refund will be issued upon receipt of the non-conforming Product or proof of its return by the Customer, and at the latest within fourteen days thereafter, using the same payment method used by the Customer for the original purchase, unless the Customer expressly agrees otherwise, and in any event without additional charges.
The foregoing provisions are without prejudice to any potential award of damages to the Customer for losses incurred due to the non-conformity.
8-2 Legal Guarantee Against Hidden Defects
The Supplier is liable for hidden defects under the legal guarantee against hidden defects arising from a flaw in materials, design, or manufacturing that affects the delivered products and renders them unfit for use.
The Customer may choose to invoke the guarantee against hidden defects in the Products in accordance with Article 1641 of the French Civil Code; in this case, the Customer may choose between rescinding the sale or obtaining a reduction in the sale price in accordance with Article 1644 of the French Civil Code.
8-3 Exclusion of Warranties
The Supplier shall not be liable in the following cases:
- failure to comply with the legislation of the country in which the Products are delivered, which it is the Customer's responsibility to verify before placing their order,
- misuse, use for professional purposes, negligence, or lack of maintenance by the Customer, as well as normal wear and tear of the Product, accidents, or force majeure.
Box inserted in the General Terms and Conditions of Sale pursuant to the provisions of Article D 211-2 of the French Consumer Code concerning legal guarantees of conformity and against hidden defects:
The consumer has two years from the date of delivery of the goods to invoke the legal guarantee of conformity in the event of a lack of conformity. During this period, the consumer is only required to prove the existence of the lack of conformity, not the date on which it appeared. When the sales contract for the goods provides for the continuous provision of digital content or a digital service for a period exceeding two years, the legal guarantee applies to this digital content or digital service throughout the entire provision period. During this period, the consumer is only required to prove the existence of the lack of conformity affecting the digital content or digital service, not the date on which it appeared.
The legal guarantee of conformity obliges the professional, where applicable, to provide all necessary updates to maintain the conformity of the goods.
The legal guarantee of conformity entitles the consumer to the repair or replacement of the goods within thirty days of their request, free of charge and without significant inconvenience.
If the goods are repaired under the legal guarantee of conformity, the consumer benefits from a six-month extension of the initial guarantee.
If the consumer requests repair of the goods, but the Supplier insists on replacement, the legal guarantee of conformity is renewed for a period of two years from the date of replacement.
The consumer may obtain a price reduction by keeping the goods or terminate the contract by receiving a full refund upon return of the goods if: 1. The seller refuses to repair or replace the goods; 2. The repair or replacement of the goods takes place after a period of thirty days; 3. The repair or replacement of the goods causes significant inconvenience to the consumer, particularly when the consumer ultimately bears the costs of taking back or removing the non-conforming goods, or if they bear the costs of installing the repaired or replacement goods; 4. The non-conformity of the goods persists despite the Supplier's unsuccessful attempt to bring them into conformity.
The consumer is also entitled to a price reduction or termination of the contract when the lack of conformity is so serious that it justifies an immediate price reduction or termination. In this case, the consumer is not required to request the repair or replacement of the goods beforehand.
The consumer is not entitled to termination of the sale if the lack of conformity is minor.
Any period during which the goods are out of service for repair or replacement suspends the remaining warranty period until the goods are delivered in good condition.
The rights mentioned above result from the application of Articles L. 217-1 to L. 217-32 of the French Consumer Code.
A Supplier who, in bad faith, obstructs the implementation of the legal guarantee of conformity is liable to a civil fine of up to €300,000, which may be increased to 10% of the average annual turnover (Article L. 241-5 of the French Consumer Code).
The consumer also benefits from the legal guarantee against hidden defects, pursuant to Articles 1641 to 1649 of the French Civil Code, for a period of two years from the discovery of the defect. This guarantee entitles the consumer to a price reduction if the goods are kept or to a full refund upon return of the goods.
Article 9 – Right of Withdrawal
In accordance with applicable legal provisions, the Customer has a period of fourteen days from receipt of the Products to exercise their right of withdrawal with the Supplier, without having to provide reasons or pay any penalty, for exchange or refund, provided that the Products are returned in their original packaging and in perfect condition within fourteen (14) days of notifying the Supplier of the Customer's decision to withdraw.
Returns must be made in their original and complete condition (packaging, accessories, instructions, etc.) allowing them to be resold as new, and must be accompanied by the purchase invoice.
Damaged, soiled, or incomplete Products will not be accepted.
The right of withdrawal may be exercised online, using the withdrawal form available on the website or by email to contact@spega-medical.com, in which case the Supplier will immediately send the Customer an acknowledgement of receipt on a durable medium, or by any other unambiguous statement expressing the intention to withdraw.
If the right of withdrawal is exercised within the aforementioned period, only the price of the purchased Product(s) and the delivery costs will be refunded; the return shipping costs remain the responsibility of the Customer.
The refund will be issued within fourteen (14) days of notification to the Supplier of the decision to withdraw.
Article 10 - Intellectual Property - GDPR
The Supplier retains all intellectual property rights relating to the Products, photos, and technical documentation, which may not be disclosed or used without its written authorization.
In accordance with Law No. 78-17 of January 6, 1978, as amended by Law No. 2018-493 of June 20, 2018, please note that the personal data requested from the Customer is necessary for processing their order and issuing invoices, among other things.
This data may be shared with the Supplier's partners responsible for the execution, processing, management, and payment of orders.
The processing of information provided through the website complies with legal requirements regarding the protection of personal data, and the information system used ensures optimal data protection.
In accordance with applicable national and European regulations, the Customer has a permanent right to access, modify, rectify, object to, and restrict the processing of their personal data, as well as the right to data portability.
This right may be exercised under the conditions and according to the procedures defined on the website.
Article 11 – Partial Invalidity
If any provision of this agreement is held to be invalid, or declared as such by a final and binding decision of a competent court, the remaining provisions shall remain in full force and effect.
Article 12 – Liability
The Supplier shall only be liable for causes of liability specific to French law, except for mandatory foreign provisions. The Client declares that it is familiar with the legislation applicable to the use of the ordered Product, undertakes to take full responsibility for any changes that may occur, and therefore accepts the potential consequences of its possession or use, and waives any recourse against the Supplier in this regard, the Supplier's role being limited to the sale and warranty of the Product. The Client, in its capacity as a Professional, declares and acknowledges its familiarity with the regulations applicable to its profession.
Article 13 – Force Majeure
The Supplier shall not be held liable if the non-performance or delay in the performance of any of its obligations, as described herein, arises from a case of force majeure, as defined in Article 1218 of the French Civil Code. By express agreement, the Supplier's inability to obtain raw materials from its contracting parties shall constitute a case of force majeure.
Article 14 – Termination of the Contract
14-1 For Serious Breach
The Party suffering the breach may, notwithstanding the Termination for Breach clause below, in the event of a seriously serious breach of any of the obligations incumbent upon the other Party, notify the defaulting Party by registered letter with acknowledgment of receipt or any other means compatible with the rules of evidence, of the termination of this Agreement for cause, 15 (fifteen) days after sending a formal notice that remains unheeded.
14-2 For Breach of Contract
In the event of a breach by either party of the obligations set forth in Articles 4, 5, and 10 of this contract, the contract may be terminated at the discretion of the aggrieved party. It is expressly agreed that this termination for breach of contract shall take effect automatically 15 days after receipt of a formal notice to perform, which remains wholly or partially unfulfilled. The formal notice may be sent by registered letter or fax. In any event, the aggrieved party may seek damages in court.
Article 15 – Applicable Law
Any matter relating to these general terms and conditions of sale, as well as to the sales they govern, that is not addressed by these contractual stipulations shall be governed by Dutch law. Furthermore, the language of these general terms and conditions of sale is Dutch. Therefore, in the event of a translation into other foreign languages, and in case of any difficulty in interpretation, the Dutch version shall prevail.
Article 16 – Disputes
All disputes arising from purchase and sale transactions concluded under these general terms and conditions of sale, concerning their validity, interpretation, performance, termination, consequences, and subsequent effects, which cannot be resolved amicably between the Supplier and the Customer, shall be submitted to the competent courts under the applicable laws.
The Customer is informed that they may, in any event, resort to conventional mediation, in particular with the Consumer Mediation Commission (French Consumer Code, Art. L 612-1) or with existing sector-specific mediation bodies, whose contact details are available on the website, or to any other alternative dispute resolution method (conciliation, for example) in the event of a dispute.
If the dispute must be brought before the courts, it is noted that, pursuant to Article L 141-5 of the French Consumer Code: the consumer may, at their discretion, bring the matter before, in addition to one of the courts with territorial jurisdiction under the French Code of Civil Procedure, the court of the place where they resided at the time the contract was concluded or the harmful event occurred.
It is also recalled that, in accordance with Article 14 of Regulation (EU) No 524/2013, the European Commission has established an Online Dispute Resolution platform, facilitating the independent out-of-court settlement of online disputes between consumers and professionals in the European Union.
Article 17 - Pre-contractual Information - Customer Acceptance
The Customer acknowledges having been informed by the Supplier, in a legible and understandable manner, by means of making these General Terms and Conditions of Sale available, prior to their immediate purchase or the placement of the order and in accordance with the provisions of Article L 221-5 of the French Consumer Code:
- regarding the essential characteristics of the Products, and in particular the specifications, illustrations, and indications of dimensions or capacity, enabling them to purchase the Products with full knowledge of the facts, particularly concerning their conditions of use. The photographs and graphics presented are not contractual and shall not be binding on the Supplier. The Customer is required to refer to the description of each Product to understand its essential properties and characteristics:
- the price of the Products and the application of a personalized price based on automated decision-making and any additional charges, or, if no price is paid, any benefit provided in lieu of or in addition to the price and the nature of that benefit;
- the terms of payment, delivery, and performance of the sales contract;
- if the sale is not performed immediately, the delivery times for the ordered Products;
- the identity of the Supplier and all of its contact details;
- the existence and implementation of warranties (the legal warranty of conformity, the warranty against hidden defects, any commercial warranties) and, where applicable, after-sales service;
- Regarding the possibility of using a consumer mediator, whose contact details are provided in these General Terms and Conditions of Sale, under the conditions stipulated in the French Consumer Code;
- Regarding the right of withdrawal (existence, conditions, time limit, procedures for exercising this right, and standard withdrawal form), the terms of termination, the handling of complaints, and other important contractual conditions, and, where applicable, the costs of using distance communication technologies, the existence of codes of conduct, and any deposits and financial guarantees;
- Regarding the accepted payment methods.
By placing an order on the website, the Customer fully and unconditionally accepts these General Terms and Conditions of Sale and agrees to pay for the Products ordered. This is expressly acknowledged by the Customer, who specifically waives the right to rely on any conflicting document, which would be unenforceable against the Supplier.
APPENDIX 1 - WITHDRAWAL FORM
This form must be completed and returned only if the Customer wishes to withdraw from the order placed on https://www.spega-medical.com/, except for exclusions or limitations to the exercise of the right of withdrawal as set out in the applicable General Terms and Conditions of Sale.
To:
SPEGA MEDICAL
535 Route des Lucioles
Les Aqueducs, Building 3
06560 Valbonne-Sophia
I hereby notify you of my withdrawal from the contract for the order of the following products:
- Ordered on ....... / Received on .........
- Order number: ...........................................................
- Customer name: ...........................................................................
- Customer address: .......................................................................
Customer signature (only if this form is submitted on paper):
Date: .................................
