Terms of Sale – SPYNDL (B2B | Marketplace – Merchant of Record)

1. Scope – Professional customers

Version: 08/01/2025 – Effective: 08/01/2025. Company: SPYNDL SAS, share capital €100,000, RCS Bourg-en-Bresse 932 511 330, SIRET 932 511 330 00015, EU VAT FR70 932 511 330, NAF/APE 62.01Z. Registered office: Étage O – Escalier 1, 102 Rue du Chevreuil, 01710 Thoiry, France. Contact: hello@spyndl.com | support@spyndl.com. These Terms of Sale govern all sales of laboratory equipment and consumables via www.spyndl.com (the “Platform”). They apply only to professional customers (laboratories, universities, hospitals, biotech, CROs, public/private entities). Customer purchasing terms do not apply unless agreed in writing. Placing an order means full acceptance. Consumer orders may be refused; if exceptionally accepted, dedicated consumer terms will prevail.

2. Definitions – Spyndl’s role

Supplier means any manufacturer or distributor listed by Spyndl. For purchases “via Spyndl” (Merchant of Record), Spyndl invoices in its own name and collects payment; logistics and after-sales remain with the Supplier. A consolidated Spyndl invoice may cover multiple Suppliers. For purchases “at the Supplier via Spyndl”, the order is placed through the Platform but invoiced directly by the Supplier, who also handles logistics/after-sales. Spyndl operates a B2B marketplace offering search, price comparison, instant purchase, RFQs and custom requests (including via Excel). Spyndl is not a carrier and does not store or re-pack products.

3. Products – Information – Use

Specifications (data sheets, images, references, public prices) are provided by Suppliers/manufacturers. Minor non-material differences (technical revisions, packaging) may occur without affecting the intended use. Products are for professional use and may be regulated (sterile, hazardous, refrigerated/temperature-controlled, controlled substances). Spyndl/Suppliers may require licences/certificates and may refuse sales where compliance is missing.

4. Ordering process – Contract formation

Ordering flows: (i) instant buy → pay → Supplier confirms → shipment; (ii) RFQ basket → multi-supplier quotes → select offer → purchase; (iii) custom request/Excel → Spyndl solicits identical/alternative offers. The contract becomes binding upon Supplier confirmation (availability/price). Spyndl may refuse/cancel in case of obvious error (price/stock), suspected fraud, regulatory issues or abnormal credit risk.

5. Territories served – Currencies

Territories: France, Germany, Italy, Switzerland. Currencies: EUR for the EU, CHF for Switzerland. Display and invoicing follow the destination country’s tax rules.

6. Prices – Display – Quotes

Unless stated otherwise, prices on the website are shown excluding taxes and shipping. Taxes, fees and carriage are calculated at checkout based on delivery location, Supplier and applicable Incoterm. Quotes/confirmations prevail.

7. VAT – Taxes – Invoicing (MoR) – Switzerland

For purchases “via Spyndl” (MoR), Spyndl invoices in its own name and collects EU VAT where applicable (FR/DE/IT). For Switzerland, Spyndl is not registered for Swiss VAT: prices are shown excl. Swiss VAT; duties and import VAT are borne by the customer (declarant/importer). Where a Swiss-established Supplier delivers locally, Swiss VAT is invoiced by that Supplier; Spyndl does not invoice Swiss VAT. The customer warrants accurate tax/import data (EU VAT ID, EORI/importer) and bears any additional taxes/eco-fees.

8. Payment – Terms – Fees

Payment methods: card (Stripe), bank transfer, invoice (upon approval). No credit by default. Payment is due on order unless agreed otherwise. Where lawful, payment method surcharges may apply and are shown before checkout. Late payment: statutory rate × 3 plus a €40 recovery fee; orders may be suspended. Refunds, when due, are processed no later than 30 business days after approval or after receipt/inspection of returns, as applicable.

9. Availability – Cancellation – Obvious error

Lead times/stock shown are indicative; only Supplier confirmation commits shipment. Customer cancellations after confirmation are not allowed. In case of obvious price/stock errors, Spyndl may cancel without compensation or offer continuation at the corrected price.

10. Delivery – Incoterms – Carriage – Free shipping

Default Incoterm is DAP (customer site) unless stated otherwise. Carriage is organised by Suppliers. Purchases via Spyndl: free shipping ≥ €500/CHF 500; €100/CHF 100 below threshold. Purchases “at the Supplier via Spyndl”: Supplier terms apply; fees are shown at basket/checkout. No split shipments without the customer’s agreement, except where required for regulatory or cold-chain reasons; no unannounced surcharges.

11. Receipt – Reservations – Proof – RMA

On delivery, check parcels. For damage/shortage, write precise reservations on the carrier document and notify Spyndl and/or the Supplier within 72 hours with photos. Otherwise delivery is deemed compliant. A Proof of Delivery (POD) may be requested. Any return requires prior written authorisation (RMA).

12. Special goods – Cold chain – Hazardous

Cold-chain, hazardous (ADR/IATA), bulky/palletised or temperature-controlled goods require immediate receipt and compliant storage. Specific charges (isothermal packaging, approved carrier, booked slot) may apply and are displayed before checkout.

13. Commercial returns (B2B) – Withdrawal

No statutory right of withdrawal in B2B. Commercial returns require written RMA within 7 days of receipt; items must be new, unused, unopened and in original packaging. Return costs/risks are borne by the customer. Restocking fee: 15% (min. €30 / CHF 30). Non-returnable: sterile, perishable, opened consumables, software/licences; and, per Supplier policy, refrigerated/frozen, hazardous or reagents. Unauthorised or non-compliant returns are refused.

14. DOA – Warranties – After-sales – Liability – Force majeure

DOA/early defect is handled under the Supplier/manufacturer policy; Spyndl facilitates case creation for marketplace orders. Legal/commercial warranties are provided by the Supplier/manufacturer; typical durations for instruments are 12/24 months unless stated. Exclusions include wear, misuse, improper storage (e.g., temperature), unauthorised modification and force majeure. Spyndl/Suppliers are not liable for indirect damages or delays absent fault. Total liability is capped at the net amount of the disputed order. No party is liable in case of force majeure (strike, pandemic, war, disasters, major cyberattack, administrative decisions, critical supply disruption, etc.).

15. Compliance – Substitutions – Data – IP – Evidence/KYC – Changes – Law/Jurisdiction

The customer shall comply with REACH, RoHS, CLP/GHS, ADR/IATA and medical/IVD rules where applicable, and with export controls/sanctions (EU/US/CH). Spyndl/Suppliers may conduct screening, request end-use documents/licences and refuse non-compliant deliveries. On request, equivalent products may be proposed; no substitution ships without prior approval. Data are processed under GDPR with minimal necessary sharing (Suppliers, carriers, payments); RFQs are treated confidentially and NDAs are available on request. The Platform/content are protected by IP laws; unauthorised extraction/reproduction is prohibited. Logs, emails, validations, payments and e-invoices serve as evidence; KYC/anti-fraud checks may be performed. The in-force version applies at order date; material changes are communicated beforehand. Governing law: France; exclusive jurisdiction: Lyon (France); reference language: French.