Terms and Conditions of Sale

MANERGO — a company with capital of €333,835.
Headquarters: ZI du Plouich, P.O. Box 235, 59590 Raismes, France.
SIRET: 338 482 318 00049 — RCS Valenciennes (registered on April 20, 1994) — Intra-Community VAT: FR41338482318.
Phone: +33 (0)3 27 31 28 00 — Email: contact@manergo.fr — Website: https://www.manergo.fr

Hereinafter referred to as “Manergo” or “the Seller.”

Article 1 — Purpose and Scope

These General Terms and Conditions of Sale (the “GTC”) govern all sales of products and related services (material handling equipment, dump bins, metal storage solutions, forklift attachments, waste containment and collection solutions, standard or custom-made products) made by Manergo to its business customers—companies and public entities (local governments, public institutions)—hereinafter “the Customer.”

These terms and conditions apply to all orders, to the exclusion of any other document. Placing an order constitutes unconditional acceptance of these General Terms and Conditions. They take precedence over any general terms and conditions of purchase of the Customer, unless Manergo has given its express prior written consent. As these General Terms and Conditions are intended exclusively for professional buyers, the provisions of the Consumer Code applicable to consumers do not apply.

Article 2 — Contractual Documents

The contractual relationship is governed, in descending order of priority, by: (1) the specific terms and conditions and the signed quote; (2) Manergo’s order confirmation; (3) these General Terms and Conditions. In the event of a conflict, the document of higher rank shall prevail with respect to the specific clause in question.

Article 3 — Quotes and Order Placement

Manergo’s offers and quotes are valid for 30 days from the date of issuance, unless otherwise specified. The technical documents, illustrations, dimensions, and specifications appearing in catalogs, on the website, or in sales materials are provided for informational purposes only and are binding on Manergo only to the extent that they are expressly included in the quote.

The sale is not finalized until Manergo has expressly accepted the order, as evidenced by a quote signed by the Customer and/or an order acknowledgment. Any request to modify the order must be made in writing and will not be considered until Manergo has provided written approval; such a request may result in adjustments to prices and delivery times.

Article 4 — Price

Prices are quoted in euros, exclusive of tax (excl. tax), ex-factory, and do not include packaging, shipping, insurance, or installation costs, unless otherwise specified in the quote. VAT and any other applicable taxes are additional, at the rate in effect on the date of invoicing.

Prices are firm for the duration of the quote’s validity. For orders with a deferred delivery date or custom-made products, Manergo reserves the right to adjust the price in the event of a significant change in the cost of raw materials (particularly steel) or energy between the time the order is placed and delivery, provided that the Customer is notified.

Article 5 — Payment Terms

Deposit. Unless otherwise specified, all orders require a deposit of 30% of the total amount (including tax) at the time of order placement, with the balance due in accordance with the terms set forth below. The deposit is applied toward the total price; the order becomes firm and final upon receipt of the deposit.

Payment Terms. Unless otherwise specified in the quote, the balance is due 60 days from the invoice date (the legal limit permitted between businesses, Art. L.441-10 of the Commercial Code).

Late Payment Penalties. Any late payment shall automatically, without prior notice, result in the application of penalties equal to three times the statutory interest rate, as well as a flat-rate indemnity of €40 for collection costs (Art. L.441-10 and D.441-5 of the Commercial Code), without prejudice to any additional compensation upon presentation of supporting documentation.

Discount. No discount is granted for early payment. In the event of non-payment of a single installment, Manergo may suspend ongoing deliveries and demand immediate payment of all amounts due, and/or terminate the sale after a formal notice to pay has gone unanswered.

Article 6 — Studies, Plans, and Custom Manufacturing

For custom-designed products, production will not begin until the Customer has provided written approval of the drawings, dimensions, colors (RAL), and technical specifications. This approval is binding on the Customer; any subsequent changes may result in additional costs and delays.

The studies, plans, diagrams, and technical documents prepared by Manergo’s engineering department remain its exclusive property and are protected by intellectual property rights. They may not be disclosed to third parties, reproduced, or used for any purpose other than the fulfillment of the order without Manergo’s written consent.

Article 7 — Delivery Times

Delivery times are provided for informational purposes only and begin on the later of the following dates: order acceptance, receipt of the down payment, or receipt of all items necessary for fulfillment (approved drawings, technical information). A reasonable delay beyond the specified timeframe shall not give rise to cancellation, compensation, or penalties, unless specifically agreed to in writing by Manergo. Manergo shall not be held liable for delays attributable to the Customer, a force majeure event, or its suppliers.

Article 8 — Delivery, Transportation, and Transfer of Risk

Unless otherwise agreed, the goods are shipped at the recipient’s risk, regardless of the mode of transportation. The transfer of risk occurs as soon as the products are made available to or handed over to the carrier. It is the Customer’s responsibility to inspect the goods upon delivery and, in the event of damage, missing items, or apparent non-conformity, to note specific reservations on the delivery slip and confirm them to the carrier by certified letter with acknowledgment of receipt within 3 days of receipt (Art. L.133-3 of the French Commercial Code), with a copy to Manergo.

Article 9 — Acceptance and Claims

Without prejudice to any action to be taken against the carrier, any claim regarding an apparent defect or nonconformity must be submitted in writing to Manergo within 8 days of delivery. After this period, the products are deemed to be in compliance and accepted. No returns may be made without Manergo’s prior written consent. Custom-made products cannot be returned or exchanged, except in the case of a proven defect attributable to Manergo.

Article 10 — Retention of Title

Manergo retains ownership of the products sold until full payment of the principal and any additional charges has been made. Failure to pay by the due date may result in Manergo reclaiming the products. These provisions do not preclude the transfer of risk to the Customer upon delivery. Until full payment has been made, the Customer shall not resell, process, or pledge the products as collateral, and agrees to insure them and keep them separate from other goods.

Article 11 — Warranties

The products are covered by the statutory warranties applicable in transactions between businesses: the statutory warranty against hidden defects (Art. 1641 et seq. of the Civil Code) and the obligation to deliver a product that conforms to the order. No additional commercial warranties are provided beyond these statutory warranties.

The warranty does not apply, in particular, in the following cases: normal wear and tear; defects or maintenance not performed in accordance with recommendations; use not in accordance with the product’s intended purpose; overloading or failure to comply with the specified maximum working loads (MWL); modifications or repairs performed without Manergo’s consent; force majeure; or damage during shipping. The warranty is limited, at Manergo’s discretion, to the repair or replacement of products found to be defective, to the exclusion of any compensation. The Customer is solely responsible for ensuring that the product meets its needs, as well as for the conditions of installation, commissioning, and use by trained personnel, in compliance with applicable regulations.

Article 12 — Liability

Manergo’s liability is limited to direct and foreseeable damages resulting from proven negligence. Indirect or consequential damages (business interruption, loss of production, data loss, loss of profits, commercial loss) are excluded. Except in cases of gross negligence or bodily injury, Manergo’s liability, for any cause whatsoever, is capped at the pre-tax amount of the order in question.

Article 13 — Force Majeure

Manergo shall not be held liable in the event of non-performance due to a force majeure event as defined in Article 1218 of the Civil Code (including, but not limited to: natural disasters, fire, exceptional weather conditions, strikes, shortages or disruptions in the supply of raw materials or energy, failure of a supplier, or administrative measures). The affected obligations shall be suspended for the duration of the event; if it continues for more than 60 days, either party may cancel the order without liability for damages.

Article 14 — Cancellation and Termination of an Order

Any cancellation of an order by the Customer must be accepted in writing by Manergo. In the event of cancellation after the order has been accepted, the deposit paid shall be retained by Manergo as compensation. For custom-made products for which production has already begun, the Customer remains liable for the work performed and materials procured, up to the amount of the order price.

Article 15 — Confidentiality

Each party agrees to keep confidential the technical, commercial, and financial information exchanged and not to disclose it to third parties without the other party’s written consent, during the term of the contract and for 2 years after its expiration.

Article 16 — Personal Data

Personal data collected in the course of the business relationship is processed in accordance with Regulation (EU) 2016/679 (GDPR) and the French Data Protection Act. The purposes of processing, the methods used, and the rights of data subjects are detailed in the Privacy Policy available on the website.

Article 17 — Governing Law and Disputes

These Terms and Conditions and the sales they govern are subject to French law. In the event of a dispute, the parties shall endeavor to seek an amicable resolution beforehand. In the absence of an agreement, any dispute relating to the formation, interpretation, performance, or termination of the contract shall fall within the exclusive jurisdiction of the Commercial Court of Valenciennes, notwithstanding multiple defendants or third-party claims, including for emergency or protective proceedings.

Article 18 — Miscellaneous Provisions

Manergo’s failure to enforce any of these terms at any given time shall not constitute a waiver of its right to enforce them at a later date. If any provision is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Manergo reserves the right to modify these Terms and Conditions; the applicable version is the one in effect on the date of the order.