General Terms and Conditions of Delivery of the private limited company “Sapias Holding BV”, established in Zwijndrecht.

General Article 1
1. These conditions apply to all legal relationships between the parties arising from this agreement, or from other agreements in the future, or on any other basis.
In the conditions of delivery, the following terms are understood to mean:
Product: goods, as well as services, such as maintenance, advice and inspection; Contractor: Sapias Holding BV
Client: the person to whom the aforementioned offer is addressed; Service: the acceptance of work
Contract: Any agreement in the broadest sense of the word between the client on the one hand and Sapias Holding BV on the other.

Offer and Agreement Article 2
1. Offers are valid for 2 months, unless expressly stated otherwise in the offer.
Information stated in catalogues, images, drawings, standardization sheets, etc. is not binding, except insofar as it is expressly included in a contract signed by the parties or an order confirmation signed by Sapias Holding BV, without prejudice to the client’s responsibility for the information provided by it. Minor dimensional differences or minor changes in construction or components desired for proper execution are reserved.
3. The written agreement is entered into and concluded on the date the contract is signed by the client, or upon acceptance of these conditions upon purchase on this website, or on the date Sapias Holding BV receives the contract. Enclosed technical drawings are binding with regard to the contract.
4. Sapias Holding BV is not obliged to deliver subsequent products once they have been delivered if these products have been taken out of production or have been removed from its sales program for any reason, unless expressly stated in the contract.
5. The offer issued by Sapias Holding BV, as well as the drawings and scripts it provides, remain the property of Sapias Holding BV and must be returned to Sapias Holding BV immediately if no order is placed with it. They may not be copied in whole or in part, nor made available to third parties, without the express permission of Sapias Holding BV.
6. The client guarantees that no data regarding the manufacturing and/or construction methods used by Sapias Holding BV will be shown, disclosed, or used to third parties.
7. Unless expressly stated otherwise, every offer is based on execution under normal circumstances during the conditions and normal working hours applicable to Sapias Holding BV. If, at the request of the client, delivery or installation must take place outside normal working hours from 8:30 am to 5:00 pm, a surcharge will be charged on the normal hourly rate:
100% during the working week, for evening and night work from 5:00 pm to 8:30 am 200% on Sundays and public holidays
200% for night work during the weekend
8. After an order has been confirmed by Sapias Holding BV, changes are permitted up to 2 days after confirmation, but the latest limit is 3 weeks before the delivery week. The client must take into account an extension of the delivery time if the change is requested outside this period and if the change concerns special requests.
9. Cancellation of orders after confirmation is not possible after the aforementioned 2 working days. All costs incurred by Sapias Holding BV to implement a contract will be charged for contracts that are cancelled within 2 working days.
10. Distance Selling Act. Private buyers can return items under paid conditions. For terms and conditions, please see our Shipping and Returns page. Business purchases cannot be returned.
11. Furniture is delivered unassembled, unless explicitly chosen by the customer. Any damage during assembly is the responsibility of the customer. A pre-drilled hole pattern rarely corresponds to the position of the legs. You screw the legs directly to the tabletop with the supplied self-tapping screws.

Price Article 3
1. The stated prices apply to delivery free of charge to the premises in the Netherlands, with the exception of the islands, behind the first door. Price quotations are exclusive of VAT and other levies imposed by the government.
The following conditions apply to installations:
Vertical transport based on subsequent calculation or according to price quotation. Ready-for-use setup at the workplace: 5% of the net invoice value.
2. For orders with a net invoice value of less than € 500.00, excluding VAT, Sapias Holding BV will charge a surcharge for shipping and administrative costs.
3. If desired by the client, Sapias Holding BV will arrange for transport to the internal destination, provided that the delivered products can be transported without obstruction using a lift large enough for platform trolleys and pallet trucks. If this is not complied with, Sapias Holding BV will charge all additional costs.
4. If, at the request of the Client, delivery is delayed or expedited, Sapias Holding BV is entitled to compensation for the costs incurred by it as a result of this delay or expediting, respectively.
Sapias Holding BV will also charge statutory interest on the price of  
the products involved in the delay.

If the delivery to or at the place of delivery requires additional working hours due to a lack of paving or a paved road, or due to other circumstances, Sapias Holding BV is entitled to invoice these hours separately. The hiring of additional resources to improve the accessibility of the building will also be charged in full.
5. Changes in labor costs or in the cost prices of raw materials and supplies, insofar as they are immediately spent or used in connection with the agreed performance, and which occur more than 3 months after the conclusion of an agreement, may be passed on by Sapias Holding BV without any further surcharge.
6. Sapias Holding BV is entitled to increase the net invoice amount, excluding VAT, by a credit restriction surcharge of 2% stated separately on the invoice. In the event of payment before or on the due date, the client may deduct the relevant amount from the invoice.

Delivery Article 4
1. The delivery time stated in offers and/or contracts is given to the best of our knowledge and will be observed as much as possible. In the event of exceeding these time limits, Sapias Holding BV will enter into consultation with the client. The delivery times are never to be regarded as strict deadlines.
2. Delivery has taken place as soon as the order has been executed by Sapias Holding BV. The handover and signed bill of lading are the measurement point for the completion of the delivery; any shortages and defects must be noted on the bill of lading at all times. All defects not reported during the handover do not fall under the liability of Sapias Holding BV.
3. Sapias Holding BV reserves the right, after consultation with the client, to deliver the order in parts and to invoice these partial deliveries.
4. The delivery time commences on the latest of the following dates:
a) the day of receipt;
b) the day of receipt by Sapias Holding BV of the documents, data, permits, etc., necessary for the execution;
c) the day of fulfillment of the formalities necessary for the commencement of the work
d) the day of receipt by Sapias Holding BV of what, in accordance with the contract, must be paid in advance prior to the commencement of the work.
5. The Client is obliged to take delivery of the products purchased by it at the location described in Article 3, paragraph 1. Failing this, Sapias Holding BV is entitled, without notice of default, to demand payment of the agreed purchase price of the undelivered products, and these products shall be deemed to have been taken delivery of by the Client from Sapias Holding BV, after which they shall be stored at the expense and risk of the Client and against reimbursement of all costs arising therefrom. All this without prejudice to any further rights accruing to Sapias Holding BV.
6. Deliveries shall take place in a delivery week (weeks) discussed with the Client as confirmed. The Client cannot determine a delivery date itself. We deliver only on working days between 09:00 and 17:00 and not on weekends or public holidays.
7. The Client shall ensure the presence of contact persons at the delivery address at the time of delivery. The names of the contact persons must be included in the contract.
8. If problems arise upon delivery, Sapias Holding BV is entitled to place the delivery behind the first door or, in consultation, to store the delivery elsewhere. All resulting costs will be passed on to the client in this case.
9. We deliver on a route and, assuming stock is available, require between 5 and 15 working days. If products are not in stock or the routes are full, the delivery time may be longer. Deliveries that take longer than the agreed delivery time cannot be cancelled for this reason, unless this delivery time exceeds reasonableness. You cannot choose a delivery date yourself.

Assembly Article 5
1. Assembly is deemed to be able to take place under normal working conditions and during normal working hours applicable to the assembly service of Sapias Holding BV. If the work must be carried out, in whole or in part, outside normal working hours, the client will be charged a surcharge as stated in Article 2.7.
2. Where necessary, the assembly work is based on drawings sent to or received from the client in advance. The dimensions and data specified in these drawings must be checked by the client during the work. Copies of the relevant drawings will be signed for approval by the client and returned to Sapias Holding BV. If in-house drawings are not available at the time of delivery and this causes in-house problems, Sapias Holding BV has the right to postpone delivery. The assessment of the suitability of the structure of the building in which the products are assembled is the responsibility of the client.
3. Without prejudice to the provisions of paragraph 1, the client shall ensure, at its own expense,
that a) work not included in the order of Sapias Holding BV, such as electricians, cutting, demolition, masonry, concrete, upholstery, plastering and/or painting work or other similar work, is carried out correctly and on time;
b) lighting and power are available within a reasonable distance and that the spaces in which the work is to be carried out are clean, dry and sufficiently heated;
c) the delivered products can be transported to the installation site using a lift sufficiently large for a platform truck or pallet truck, or using hoists or other suitable means of transport. Other work by third parties may not impede the uninterrupted progress of transport through the building and/or continuous installation;
d) the delivered but not yet assembled products, as well as the tools, can be stored in lockable spaces accessible exclusively by Sapias Holding BV, which have been emptied for the storage of these products and tools;
e) ensure that any structural adjustments are made to complete the deliveries.
4. In the event of loss of time due to loss or a cause for which Sapias Holding BV is not liable, an extension of the delivery time will be permitted if this is reasonable taking all circumstances into account. Article 3, paragraph 4, applies accordingly to this extension.
5. The client is liable for damage to products or tools, as well as for their loss, unless Sapias Holding BV is guilty of gross negligence or intent. The client must arrange for insurance.

Advice and Project Costs Article 6
1. Advice is developed and provided to the best of our knowledge and ability. However, Sapias Holding BV cannot be held liable in any way for the storage capacities, results, and/or expected performance of products to be supplied by it as indicated in the advice.
2. The copyright on advice, drawings, scripts, images, and descriptions provided by Sapias Holding BV remains reserved to Sapias Holding BV at all times.
3. The costs for preparing a preliminary study and/or floor plans, as well as supervising the setup, coordination, and/or execution of a project, shall be borne by the Client.

Payment Article 7
1. Unless otherwise agreed in writing, invoicing will be done as follows:
a) In advance via bank or internet payment method.
b) If Sapias Holding BV has approved this, payment may be made by invoice. This is subject to a credit check and with a payment term of 5 days after the delivery date.

Payment must be made in a manner reasonably specified by Sapias Holding BV. From the due date, the client will owe statutory interest.
The collection costs to be incurred by Sapias Holding BV will be calculated according to the collection rate as advised by the Dutch Bar Association (NOvA).
2. Payments made by the client always serve to settle all interest and costs owed and subsequently to settle the oldest outstanding invoices, even if the other party states that payment has been made on a later invoice.
3. If and to the extent that the client claims that a delivered product is defective, he is not entitled to refuse or suspend his payment obligation with regard to products from the same shipment or delivery about which complaints have been made.

Transfer of Ownership, Granting/Transfer of Rights Article 8
1. All goods shall remain the property of Sapias Holding BV until the Client has fully paid Sapias Holding BV all costs due in connection with deliveries or work, including interest and costs.
2. Sapias Holding BV shall, where applicable, be entitled to unimpeded access to the delivered goods. The Client shall provide Sapias Holding BV with all cooperation to enable Sapias Holding BV to exercise the retention of title stipulated in paragraph 1 by repossessing the delivered goods, including any necessary dismantling for that purpose.
3. If, before or during the execution of an agreement, the Contractor has clear indications regarding the reduced creditworthiness of the Client, the Contractor has the right either to request the Client to provide additional security, at the Contractor's discretion, or to terminate the agreement and cease further deliveries, without any liability for compensation. Such a circumstance constitutes a resolutive condition, as a result of which the agreement may be considered dissolved by the Contractor without judicial intervention.
4. The Client is obliged to take delivery of the products purchased by it at the location described in Article 3, paragraph 1. Failing this, Sapias Holding BV is entitled to demand payment of the agreed purchase price for the undelivered products without notice of default, and these products shall be deemed to have been taken delivery of by the Client from Sapias Holding BV, after which they shall be stored at the expense and risk of the Client and against reimbursement of all costs arising therefrom. All this without prejudice to any further rights accruing to Sapias Holding BV.

Risk Article 9
Items are at the risk of Sapias Holding BV until the moment they are brought into the actual possession of the client or of auxiliary persons used by the client.

Complaints and Warranty Article 10
1. Complaints regarding visible defects must be reported by the client to Sapias Holding BV during delivery by means of the consignment note or no later than 3 business days after delivery to the warehouse. Complaints regarding invisible defects must be made in a written, specified notification from the client to Sapias Holding BV immediately after discovery, but no later than 7 business days after the expiry of the warranty period referred to in paragraphs 2 and 3. If the aforementioned periods are exceeded, any claim against Sapias Holding BV regarding the defects in question shall lapse. Legal proceedings in this regard must be initiated within 3 months of the timely complaint, on penalty of forfeiture.
2. Without prejudice to the restrictions set out below, Sapias Holding
B.V. Sapias Holding BV guarantees both the soundness of the product it supplies and the quality of the materials used and/or supplied for it, for a period of 12 months after delivery in accordance with Article 4, paragraph 2, and excluding visible defects.
3. Paragraphs I and 2 apply accordingly to defects that are caused solely or predominantly by improper assembly/installation by Sapias Holding BV. If assembly/installation of the product takes place by Sapias Holding BV, the periods referred to in paragraphs I and 2 commence on the day that the assembly/installation by Sapias Holding
B.V. is completed, with the understanding that in that case the warranty period shall in any case end if 12 months after delivery in accordance with Article 4, paragraph 2 have passed.
4. In any case, the warranty does not cover defects that occur in or are wholly or partly the result of:
a) the client’s failure to observe operating and maintenance instructions or other normal use as anticipated;
b) normal wear and tear;
c) assembly/installation or repair by third parties/including the client;
d) the application of any government regulation regarding the nature or quality of the materials used;
e) materials or goods used in consultation with the client;
f) materials or goods provided by the client to Sapias Holding BV for processing;
materials, goods, methods and constructions, insofar as applied on the express instructions of the client, as well as materials and goods supplied by or on behalf of the client;
g) parts obtained by Sapias Holding BV from third parties, insofar as the third party has not provided a guarantee to Sapias Holding BV.
5. If the client fails to fulfil any obligation arising from the contract concluded with Sapias Holding BV or a related contract, or fails to do so properly or in a timely manner, Sapias Holding BV shall not be bound by any guarantee whatsoever in relation to these agreements. If the client disassembles, repairs, or carries out other work on the product without prior written approval from Sapias Holding BV, any warranty claim will be void.
6. If Sapias Holding BV replaces parts and/or products to fulfill its warranty obligations, the replaced parts and/or products will become its property.

Liability Article 11
1. The liability of Sapias Holding BV is limited to compliance with the warranty provisions described in Article 10 of these terms and conditions.
2. Except in cases of gross negligence on the part of Sapias Holding BV, the applicability of the statutory provisions regarding product liability as established in implementation of the relevant EC Directive, as well as the provisions of paragraph 1, all liability of the contractor, such as for business damage, other indirect damage and damage resulting from liability against third parties, is excluded. This exclusion cannot be invoked if such an appeal would, in a given case, lead to an unacceptable result according to standards of reasonableness and fairness.
3. Sapias Holding BV is therefore also not liable for:
a) infringement of patents, licenses or other rights of third parties as a result of the use of data provided by or on behalf of the client;
b) damage or loss, from whatever cause, of raw materials, semi-finished products, models, tools and other items made available by the client.
4. If Sapias Holding BV provides assistance and support of any kind during installation without having been commissioned, this will be at the client's risk.
5. If the client is not a consumer or equivalent purchaser, they are obliged to indemnify Sapias Holding BV against all third-party claims for compensation for damages for which Sapias Holding BV's liability is excluded in the terms and conditions of the relationship with the client.

Intellectual Property Article 12
Sapias Holding BV shall take all reasonable precautions to prevent the services to be delivered from infringing any intellectual property right of a third party valid in the Netherlands. If, despite this, the Contractor can be blamed for the infringement of such a right, Sapias Holding BV shall, without prejudice to the limits set out in Article 11, take back the delivered item against a credit of the recruitment costs or ensure that the Client may continue to use the delivered item, or an equivalent alternative, undisturbed; provided that the Client enables Sapias Holding BV to timely defend its interests vis-à-vis the party asserting industrial property rights.

Models, tools, stamps, and matrices Article 13
Models, tools, stamps, and matrices specifically manufactured for an order remain the property of Sapias Holding BV, even if costs have been charged for them. If Sapias Holding BV has not received or accepted any orders for a specific item for two years, it has the right to destroy the models, tools, stamps, and matrices in question without notifying the client.

Force Majeure Article 14
For the application of these general terms and conditions, a non-attributable failure is understood to mean: any circumstance independent of Sapias Holding BV, even if this was foreseeable at the time the agreement was concluded, which circumstance permanently or temporarily prevents Sapias Holding BV from fulfilling the agreement. In any case, a non-attributable failure is understood to mean:
non-delivery, improper delivery, or untimely delivery by suppliers to Sapias Holding BV;
illness of Sapias Holding BV personnel; defects in auxiliary equipment and means of transport
; fire; strike; traffic obstructions; government measures; war or other unrest.

In the above-mentioned cases, Sapias Holding BV is entitled to terminate the agreement at any time or to suspend its obligations for the duration of the non-attributable shortcomings, without the client being entitled to compensation from Sapias Holding

In the event of non-attributable shortcomings on the part of the client, Sapias Holding BV shall at all times have the right to terminate the agreement and, unless compliance with the agreement by the client is permanently impossible, shall have the right to suspend its obligations towards the client for the duration of the shortcoming, without the client being entitled to any form of compensation.

Suspension, Dissolution Article 15
If the Client fails to fulfill any obligation arising from an agreement concluded with Sapias Holding BV, or fails to do so properly or in a timely manner, or if there is serious doubt as to whether the Client is capable of fulfilling its contractual obligations towards Sapias Holding BV, Sapias Holding BV is entitled, without notice of default or judicial intervention, either to suspend the execution of any agreement concluded with the Client or to dissolve it in whole or in part, without being liable for any compensation and without prejudice to its other rights. Should one of the parties apply for a moratorium or become bankrupt, the other party has the right to declare the concluded agreement dissolved by written notice, or (at its option) to suspend the performance of its obligations. All payments due from the party entitled to terminate shall then become immediately due and payable. Otherwise, the rights regarding non-performance shall remain fully reserved to the party concerned.

Article 16 Quality and description

If the Seller shows or provides a drawing, photograph, model, design, calculation, or other information, this is for illustrative purposes only. The goods ultimately delivered may differ from those shown.
The Seller undertakes to deliver goods to the Buyer that:
are made of sound materials and are of sound construction;
are identical in all respects to any samples or models made available or provided by the Seller and/or the Buyer;
The Seller does not warrant that the goods are suitable for the purpose for which the Buyer intends to use them, even if this purpose has been made known to the Seller, unless the Parties have agreed otherwise.

Disputes Article 17
All disputes in matters to which these conditions apply shall, without prejudice to the right of the parties to request decisions from the President of the District Court, acting in summary proceedings, be submitted to the judgment of the ordinary court in the place of establishment or district of Sapias Holding.

Applicable Law Article 18
All matters to which these terms and conditions apply are governed exclusively by Dutch law. In the event of the invalidity of one or more provisions of a legal relationship between the parties, the parties will be bound by rules of as similar scope as possible, which are not subject to invalidity.

Final provision Article 19

These general terms and conditions aim to provide a reasonable arrangement of the legal relationship between Sapias Holding BV and the client. Should circumstances arise in which the General Terms and Conditions or any provisions thereof could lead to unreasonable consequences, the court to be consulted must decide according to reasonableness and fairness. For consumer purchases, please also see the Shipping and Returns on this site. This page separately addresses the Distance Selling Act, which allows private consumers to exercise their right of return under certain conditions.