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

General Article 1
1. These terms and conditions apply to all legal relationships between the parties under this agreement, or from other agreements in the future, or on other grounds.
The terms of delivery refer to the following terms:
Product: goods, as well as services, such as maintenance, advice and inspection;
Contractor: Sapias Holding BV Client: the person to whom the above-mentioned offer is addressed;
Service: the contracting of work Contract: Every 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 responsibility of the client for information provided by it.
Minor differences in dimensions or minor changes in construction or parts required to ensure proper execution are reserved. 3. The written agreement is entered into and is concluded on the day of signing the contract by the client, or accepting these conditions when purchasing on this website or on the day of receipt of the contract by Sapias Holding BV. Technical drawings included are binding with regard to the contract.
4. Sapias Holding BV is not obliged to deliver products once delivered if these products have been taken out of production or have been dropped from its sales program for any reason, unless expressly stated in the contract.
5. The offer made by Sapias Holding BV as well as drawings and scripts provided by it remain its property and, if no order is concluded with Sapias Holding BV, must be returned to it immediately.
They may not be copied in whole or in part, nor made available to third parties for inspection, without the express permission of Sapias Holding BV. 6. The client guarantees that no information 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 applicable at Sapias Holding BV and during the normal working hours applicable at Sapias Holding BV.
If, at the request of the client, delivery or assembly 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% on night work during the weekend
8. After an order has been confirmed by Sapias Holding BVis, changes are allowed up to 2 days after confirmation, but the maximum 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. Canceling orders after confirmation is not possible after the above-mentioned 2 working days.
All costs incurred by Sapias Holding BV to put a contract into effect will be charged for contracts that are canceled within 2 working days. 10. Distance Selling Act.
Private buyers can return items under paid conditions. For the conditions, see our shipping and returns page. Business purchases cannot be returned. 11. Furniture is delivered unassembled, unless explicitly chosen by the client. Damage during installation is the responsibility of the client. Any pre-drilled hole pattern rarely matches the location of the legs. You screw the legs directly into the top with the supplied self-tapping screws

Price Article 3
1. The prices stated apply to delivery free to your home in the Netherlands, with the exception of the islands, behind the first door.
Price quotes are exclusive of VAT and other levies imposed by the government. The following conditions apply to relocations:
Vertical transport based on actual costing or according to quotation.
Set up ready for use at the workplace 5% on the net invoice value. 2. For orders less than €500 net invoice value, excluding sales tax, Sapias Holding BV will charge a surcharge for shipping costs and administration costs.
3. If requested by the client, Sapias Holding BV will arrange transport to the internal destination, provided that the delivered products can be transported without obstruction using a lift that is sufficiently large for platform trucks and pallet trucks.
If this is not met, Sapias Holding BV will charge all additional costs. 4. If delivery is postponed or accelerated at the request of the client, Sapias Holding BV is entitled to compensation for the costs resulting from this postponement or acceleration.
Sapias Holding BV will also charge the statutory interest on the price of
products involved in the postponement.

If delivery at or near the place of delivery requires additional labor hours due to the lack of paving or a paved road, or other circumstances, Sapias Holding BV is entitled to charge for 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 wages or in the cost prices of raw materials and materials, insofar as they are spent or used immediately in connection with the agreed performance, and which occur more than 3 months after entering into an agreement, will be allowed by Sapias Holding BV. are charged without any further surcharge.
6. Sapias Holding BV is entitled to increase the net invoice amount, excluding sales tax, with a credit restriction surcharge of 2% stated separately on the invoice. If payment is made 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 are made to the best of our knowledge and will be taken into account as much as possible.
If these terms are exceeded, Sapias Holding BV will consult with the client. The delivery times can never be regarded as deadlines. 2. Delivery has taken place as soon as the order has been executed by Sapias Holding BV.
The delivery and signed waybill are the measuring point for the completion of the delivery, any shortcomings and defects must be noted on the waybill at all times. All defects not reported during delivery 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 times:
a) the day of receipt;
b) the day of receipt by Sapias Holding BV of the documents, data, permits, etc. necessary for the implementation;
c) the day of completion of the formalities necessary for commencing the work
d) the day of receipt by Sapias Holding BV of what must be paid in advance according to the contract before commencing the work.
5. The client is obliged to purchase the products purchased 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 products not purchased and these products are deemed to have been purchased by the client from Sapias Holding BV, after which they are purchased at the expense and risk of the client and for compensation. of all resulting costs are stored. This is without prejudice to other rights accruing to Sapias Holding BV. 6. Deliveries take place in a delivery week(s) discussed with the client, as confirmed in writing in the contract.
At the client's request, a delivery day(s) can be discussed, provided that this has been recorded in writing no later than 4 working weeks before delivery. 7. The client ensures that contact persons are present at the delivery address at the time of delivery.
The names of the contact persons must be included in the contract. 8. If in-house problems arise during the actual delivery, Sapias Holding BV is entitled to place the delivery behind the first door or to store the delivery elsewhere in consultation.
In this case, all resulting costs will be passed on to the client. 9. We deliver on route and, based on stock, need between 5 and 15 working days. If products are not in stock or the routes are full, delivery time may take longer. Deliveries that take longer than the agreed delivery time cannot be canceled for this reason, unless this delivery time exceeds unreasonable. 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 take place in whole or in part outside normal working hours, the client will be charged a surcharge for this 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 herein must be checked by the client during the work. Prints of the relevant drawings are signed for approval by the client and returned to Sapias Holding BV. If installation drawings are not available at the time of delivery and this causes installation problems, Sapias Holding BV has the right to postpone delivery. The assessment of the suitability of the construction of the building in which the products are installed is the responsibility of the client. 3. Without prejudice to the provisions of paragraph 1, the client shall ensure at his own expense and
a) that the work that does not belong to the assignment of Sapias Holding BV, such as electricians, cutting, breaking, masonry, concrete, upholstery, plastering and/or painting or other similar work has been carried out correctly and on time;
b) that light and power are available at a reasonable distance and that the spaces in which work is to be performed are clean, dry and sufficiently heated;
c) that the supplied products can be transported to the installation location with a lift sufficiently large for a platform truck or pallet truck, or with hoists or other suitable means of transport.
Other work by third parties may not prevent undisturbed progress of transport through the building and/or contiguous installation; d) that the products delivered but not yet assembled, as well as the tools, can be stored in areas that can be locked and only accessible by Sapias Holding BV, which have been emptied for the storage of these products and tools;
e) ensure that any structural adjustments are carried out 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 it is reasonable taking all circumstances into account.
Article 3 paragraph 4 applies mutatis mutandis 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 given 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 at all times reserved by Sapias Holding BV.
3. The costs for issuing a preliminary study and/or floor plans, as well as leading the design, coordination and/or implementation of a project, are borne by the client.

Payment Article 7
1. Unless otherwise agreed in writing, invoicing will take place as follows:
a) In advance via bank or an Internet payment method.

Payment must be made in a manner specified by Sapias Holding BVrereasonably.
The client owes statutory interest from the due date. The collection costs incurred by Sapias Holding BV are 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 payable invoices that have been outstanding the longest, even if the other party states that payment has been made on a later invoice.
3. If and insofar as, according to the client, there are defects in a delivered product, 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 remain the property of Sapias Holding BV until the client has fully paid Sapias Holding BV all costs arising from deliveries or work, including interest and costs.
2. Sapias Holding BV will, where appropriate, be entitled to unhindered access to the delivered goods.
The client will cooperate with Sapias Holding BV in order to give Sapias Holding BV the opportunity to exercise the retention of title included in paragraph 1 by taking back the delivered goods, including any necessary disassembly. 3. If the contractor has clear indications regarding the reduced creditworthiness of the client before or during the execution of an agreement, he has the right to either request the client to provide additional security, at the contractor's discretion, or to terminate the agreement and provide further to stop deliveries without any obligation to pay compensation.
Such a circumstance is a resolutive condition, as a result of which the agreement may be regarded as dissolved by the contractor, without legal intervention. 4. The client is obliged to purchase the products purchased at the location described in Article 3, paragraph 1. Failing this, Sapias Holding BV is entitled to demand payment of the agreed purchase price of the products not purchased without notice of default and these products are deemed to have been purchased by the client from Sapias Holding BV, after which they are at the expense and risk of the client and in return for compensation of all resulting costs are saved. This is without prejudice to any other rights accruing to Sapias Holding BV.

Risk Article 9
Goods are at the risk of Sapias Holding BV until the moment at which they are brought into the actual control of the client, or of assistants 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 at the latest within 3 working days after delivery to the warehouse.
Complaints regarding invisible defects must be made immediately after discovery, but no later than 7 working days after the expiry of the warranty period referred to in paragraphs 2 and 3, in a written specified communication from the client to Sapias Holding BV. If the stated periods are exceeded, any claim against Sapias Holding BV with regard to the relevant defects will lapse. Legal actions in this regard must be filed within 3 months after the timely complaint, under penalty of forfeiture. 2. Without prejudice to the restrictions stated below, Sapias Holding
B.V.
guarantees both the soundness of the product supplied by it and the quality of the material used and/or supplied for it, for a period of 12 months after delivery in accordance with Article 4 paragraph 2 and with the exclusion of visible defects. 3. Paragraphs I and 2 apply mutatis mutandis to defects that are caused exclusively or predominantly by improper assembly/installation by Sapias Holding BV.
If assembly/installation of the product takes place by Sapias Holding B.V., the periods referred to in paragraphs I and 2 commence on the day that assembly/installation is carried out by Sapias Holding B.V.
has been completed, with the understanding that in that case the warranty period will in any case end when 12 months have passed after delivery in accordance with Article 4, paragraph 2. 4. The warranty in any case does not include defects that occur in or are wholly or partly the result of:
a) non-compliance by the client with 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 and items used in consultation with the client;
f) materials or items provided by the client to Sapias Holding BV for processing;
materials, items, methods and constructions, insofar as applied on the express instructions of the client, as well as materials and items supplied by or on behalf of the client;
g) parts purchased 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 does not fulfill any obligation arising from the contract concluded with Sapias Holding BV or from a related contract, or does not do so properly or in a timely manner, Sapias Holding BV is not entitled to any guarantee whatsoever with regard to any of these agreements. held.
If the client proceeds or causes disassembly, repair or other work on the product without prior written approval from Sapias Holding BV, any claim under the warranty will lapse. 6. If Sapias Holding BV replaces parts and/or products in order to fulfill its warranty obligations, the replaced parts and/or products become its property.

Liability Article 11
1. The liability of Sapias Holding BVis is limited to compliance with the warranty provisions described in Article 10 of these conditions.
2. Except for gross negligence on the part of Sapias Holding BV, the applicability of the legal 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 are excluded.
This exclusion cannot be invoked if such an appeal would lead to a result that is unacceptable according to standards of reasonableness and fairness. 3. Sapias Holding BVis is therefore not liable for:
a) violation 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, for whatever reason, of raw materials, semi-finished products, models, tools and other items made available by the client.
4. If Sapias Holding BV, without having commissioned installation, provides help and assistance of any kind during installation, this is done at the risk of the client.
5. If the client is not a consumer or equivalent customer, he is obliged to indemnify Sapias Holding BV against all claims from third parties for compensation for damage for which Sapias Holding BV is liable under the conditions in the relationship with the client is excluded.

Intellectual Property Article 12
Sapias Holding BV takes all reasonable precautions to prevent any performance to be delivered from conflicting with any intellectual property right of a third party applicable in the Netherlands. If the contractor can nevertheless be blamed for the fact that such a right has been infringed, Sapias Holding BV will, without prejudice to the limits set in Article 11, take back the delivered goods against crediting the recruitment costs or ensure that the client delivers them, or an equivalent other can continue to use the property undisturbed; all provided that the client enables Sapias Holding BV in a timely manner to defend its interests vis-à-vis the party asserting industrial property rights.

Models, tools, stamps and dies Article 13
Models, tools, stamps and dies, which are specially produced for an order, remain the property of Sapias Holding BV, even if costs have been charged for them. If no orders have been received and accepted by Sapias Holding BV for a specific article for two years, it has the right to destroy the models, tools, stamps and molds involved, without notifying the client concerned.

Force majeure Article 14
For the purposes of these general terms and conditions, an indefensible shortcoming is understood to mean: any circumstance independent of Sapias Holding BV, even if it could already have been foreseen at the time the agreement was concluded, which circumstance prevented compliance with the agreement by Sapias Holding. BV permanently or temporarily prevents.
In any case, unattributable shortcomings include: failure to deliver, improper or late delivery by suppliers to Sapias Holding BV,
illness of Sapias Holding BV personnel, defects in auxiliary and transport equipment,
fire, strike, traffic obstructions, government measures, war or other disturbances.

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

In the event of attributable shortcomings on the part of the client, Sapias Holding BV has the right at all times to terminate the agreement and, unless compliance with the agreement by the client is permanently impossible, 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 does not fulfill any obligation arising from an agreement concluded with Sapias Holding BV, or does not do so properly or in a timely manner, or if there is serious doubt as to whether the client is able to meet his contractual obligations against Sapias Holding BV Sapias Holding BV is entitled, without notice of default or judicial intervention, to either suspend the execution of any agreement concluded with the client or to dissolve it in whole or in part, without being obliged to pay any compensation and without prejudice to any further damages due to it. rights. If one of the parties applies for a moratorium or goes bankrupt, the other party has the right to declare the concluded agreement dissolved by written notice, or (at its option) to suspend the fulfillment of its obligations. All payments owed by the party entitled to termination will then become immediately due and payable. Furthermore, the rights in respect of non-compliance remain fully reserved to the party in question.

Article 16 Quality and description

If the Seller shows or provides a drawing, photo, model, design, calculation or other data, this is only by way of indication.
The items ultimately to be delivered may differ from those shown. The Seller undertakes to Buyer to deliver goods that:
are made of good materials and are of a good design;
are identical in all respects to any samples or models made available or provided by the Seller and/or Buyer;
The Seller does not guarantee that the goods are suitable for the purpose for which the Buyer wishes to use them, even if this purpose has been made known to the Seller, unless the contrary has been agreed between the Parties.

Disputes Article 17
All disputes in matters to which these conditions apply will, except for the authority of the parties to elicit decisions from the president of the District Court, in summary proceedings, be subject to the decision of the ordinary court in the place of business or district of Sapias Holding

Applicable Law Article 18
Dutch law applies exclusively to all matters to which these conditions apply. In the event of nullity of one or more provisions of a legal relationship between the parties, the parties will be bound by rules that are as similar as possible, which are not subject to nullity.

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. Insofar as circumstances arise in which the General Terms and Conditions or provisions thereof would lead to unreasonable results, the court to be approached must judge in reasonableness or fairness. For consumer purchases you will also see the shipping and returns on this site. This page separately discusses the Distance Selling Act, which allows private consumers to exercise the right of return under certain conditions.