In deze algemene voorwaarden worden de volgende termen, steeds met hoofdletter aangeduid, in de navolgende betekenis gebruikt.
- Sapje: The user of these general terms and conditions, established at Noorddammerweg 13K, 1424 NV in De Kwakel, registered in the Trade Register under Chamber of Commerce number 61281786.
- Client: Any natural or legal person with whom Sapje has entered into or intends to enter into an Agreement.
- Consumer: A Client; a natural individual, not acting in the scope of a profession or business.
- Parties: Sapje and the Client together.
- Agreement: Any contract established between the parties, under which Sapje has committed itself to the Client for the delivery of Products.
- Subscription: An agreement for the regular delivery of Products.
- Products: All goods to be delivered by Sapje to the Client under the Agreement, which may include juice mixes and cleanses.
- Website: www.sap.je
- Written: In addition to traditional written communication, communication by email or any other means of communication that, in view of the current and prevailing views in society, can be equated.
- These general terms and conditions apply to any offer of Sapje and any Agreement.
- Any purchase or other general terms and conditions of the Client do not apply to the Agreement.
- Annulment or nullity of one or more of the provisions of these general terms and conditions or the Agreement, as such, shall not affect the validity of the remaining provisions. In such a case, the Parties are obliged to consult with each other in order to reach a replacement arrangement with regard to the affected clause. In doing so, the purpose and purport of the original provision will be taken into account as much as possible.
Offer and Creation of Agreements
- Any offer of Sapje is without obligation and subject to sufficient availability of the offered Products. In the unlikely event of unavailability of the offered Products, Sapje may revoke its offer until immediately after acceptance thereof by the Client. In the event the Client has already paid, they shall receive reimbursement without delay.
- A delivery shall consist of at least 14 Products.
- The Client may not derive any rights from an offer of Sapje that contains an obvious error or mistake.
- Without prejudice to the provisions of paragraph 1, each Agreement shall be concluded the moment the Client accepts the offer of Sapje in the manner indicated on the Website.
- Sapje shall not affect the conclusion of the Agreement, without modification of certain provisions of paragraph 1 by email, as soon as possible.
- If the Client concludes the Agreement in the name of another natural person or legal entity, he declares to be authorised to do so by entering into the Agreement. In the event of a separate order of Products, the Client may change the order by email ([email protected]) or by telephone up to 24 hours before the scheduled delivery, by specifying a different delivery date and/or time. Within the same timeframe and in a similar manner, the Client may still change the content of the order on the understanding that the order must still consist of at least 14 Products. For changing deliveries within the framework of Subscriptions, the provisions of the following articles apply. The present general terms and conditions also apply to amended Agreements (including Subscriptions).
- Subscriptions provide regular delivery of Products at a discount compared to single orders. The Client may choose between three different Subscriptions, namely “3 Deliveries”, “6 Deliveries” and “12 Deliveries”, under which the Client claims delivery of one order per a corresponding number of months. However, the Client may postpone (“pause”) a scheduled monthly delivery for a maximum of twelve weeks; any scheduled delivery may, therefore, be paused by the Client for a maximum of twelve weeks.
- If the Client pauses the Subscription, the number of payments and delivery times shall lapse proportionately on the understanding that: a) In the case of a Subscription for “12 Deliveries”, the Client must accept at least 9 deliveries; b) in the case of a Subscription for “6 Deliveries”, the Client must accept at least 5 deliveries, and; c) in the case of a Subscription for “3 Deliveries”, the Client must accept at least 3 deliveries.
- Five days before each scheduled delivery, the Client will receive a reminder email so that he may change the delivery date and/or time as well as the delivery address in good time. The delivery date and/or time and/or the delivery address can be changed until 11:59 a.m. on the day prior to the day of the scheduled delivery. Under the Client’s account on the Website, the Client can change the delivery date and/or time under the heading ”Subscription Management”. Under the heading ”Addresses”, the delivery address can be changed.
- Subscriptions can be cancelled after the Client has reached the minimum number of deliveries as referred to in paragraph 1. Termination of the Subscriptions by the Client must be made by email ([email protected]). Cancellation is possible at the latest up to the day on which the Client receives the reminder email as referred to in paragraph 2. If notice of termination is not given in time, one more delivery and payment will take place. If the Client does not terminate the Subscription and the minimum number of deliveries has already been purchased, the Subscription will be tacitly renewed. The Client may deactivate the tacit renewal of the Subscription under his account on the Website under “Subscription Management” by deactivating “Auto Renew”. The Client may also deactivate the tacit renewal of the Subscription by email ([email protected]), stating a notice to that effect and providing at least his name and address.
- A tacitly renewed Subscription may be cancelled prior to each new delivery, no later than on the day on which the Client receives the reminder email referred to in paragraph 2.
- The Client may change his or her Subscription in the interim, prior to each new delivery, at the latest up to the day on which the Client has received the reminder email referred to in paragraph 2. Both the subscription type (“3 Deliveries”, “6 Deliveries” or “12 Deliveries”), the number of Products and the flavours may be changed on the understanding that each delivery must still consist of at least 14 Products. Under the Client’s account on the Website, the Client may change the Subscription under the heading “Change Subscription”.
- It is only possible to change the subscription form until the minimum number of deliveries has been purchased if there is an upgrade to a subscription type with a higher delivery frequency. If the Subscription type is changed by the Client, this shall be deemed to be a cancellation of the old Subscription type and the formation of a new Subscription, to which the provisions of the previous paragraphs of this article apply mutatis mutandis.
- Discount codes cannot be used in combination with a Subscription.
- The Client is not entitled to the right of dissolution as referred to in Article 6:230o of the Dutch Civil Code because it concerns the delivery of Products with a limited shelf life. By virtue of Article 6:230p of the Dutch Civil Code, this right is excluded.Also, on grounds other than those referred to in the previous paragraph,
- Sapje does not take back products. Without prejudice to the stipulations in these general terms and conditions regarding the pausing of orders and the consequent cancellation of one or more orders, each order is binding and the Products cannot be returned by the Client, even if the Products are still in good condition.
- Delivery of the Products shall take place by shipping to the address provided by the Client for this purpose.
- The risk of loss, damage and decay of the Products passes to the Client at the moment that the Products are received by or on behalf of the Client.
- It is expected that the Products will be received by or on behalf of the Client within the agreed period of time. If the Products cannot be delivered to or on behalf of the Client to the agreed delivery address, an attempt will be made to deliver the Products to (one of the) neighbours. With the prior consent of the Client, which must be given by means of the order notification when entering into the Agreement or changing it, the Products may also be left in front of the door or in a shed.
- If delivery cannot take place in accordance with the provisions of the previous paragraph, the order will be taken back and the Client can have the Products re-delivered once free of charge. If the Client does not opt for re-delivery, he shall still owe the payment as if the Products had been delivered free of charge.
Sapje strives to meet the agreed-upon delivery terms but cannot always guarantee this due to special (traffic) circumstances. The Client should, therefore, offer Sapje a margin in the delivery time without the Client claiming refusal of delivery, dissolution of the Agreement or compensation for damages, on the understanding that if a lower amount in shipping costs would be due for the actual delivery time than for the agreed delivery time, the Client shall claim a refund or remission of the difference. In the case of a Subscription, Sapje is entitled to deduct any claim from the Client against the next payment to be received from the Client.
Inquiries, Complaints and Warranty
- Sapje ensures that the Products are suitable for the purpose for which they are intended, on the basis of the information provided by Sapje, and guarantees that the Products comply with the applicable legal requirements and other government regulations. However, this is without prejudice to the overriding legal rights and claims that Consumers have against Sapje.
- The Client shall examine the products or have them examined on delivery or at least as soon as possible thereafter. In doing so, the nature and quantity of the products shall be determined by or on behalf of the Client.
- Defects or shortages with regard to the Products must be reported by the Client to Sapje by email ([email protected]) immediately, within at least two working days after delivery, failing which, the Client can no longer invoke a defect or shortage.
- Even if the Client submits a complaint in time, the obligation of the Client to pay and further comply with the Agreement remains unaffected.
- The provisions of the previous paragraphs of this article are without prejudice to the mandatory statutory provisions of the law and rights of Consumers.
- Sapje shall not be obliged to fulfil any obligation under the Agreement if and for as long as it is hindered to do so by a circumstance which cannot be attributed to it by law, a legal act or generally accepted views, and as a result of which Sapje cannot fulfil its obligations under the Agreement or cannot fulfil them on time.
- If the situation of force majeure continues to affect compliance with the Agreement, Parties are entitled to terminate the Agreement effective immediately.
- If at the start of the force majeure situation, Sapje has already partially fulfilled its obligations or can only partially fulfil its obligations, it is entitled to claim compensation for the part of the Agreement already delivered or still to be delivered, as if it were an independent Agreement.
- Without prejudice to the application of the previous paragraph, damage resulting from force majeure shall never qualify for compensation.
Suspension and Termination
- Sapje is authorised to suspend the execution of the Agreement or to dissolve the Agreement in whole or in part with immediate effect, if and insofar as the Client does not fulfil his obligations under the Agreement on time, in full or if circumstances become known after the conclusion of the Agreement and Sapje has good reason to fear that the Client will not fulfil his obligations. If it is not possible for the Client to fulfil his obligations in respect of which he fails or threatens to fail, the right to dissolve only arises after the Client has been given notice of default in writing in which notice of default states a reasonable period within which the Client can (still) fulfil his obligations and the fulfilment has still not taken place after the expiry of the latter period.
- If the Client liquidates his company or transfers it to a third party in a state of bankruptcy, (provisional) suspension of payment has been applied for, a legal debt rescheduling arrangement has been declared applicable to him or any attachment of his goods has been made and in cases where the Client otherwise cannot freely dispose of his assets, Sapje is entitled to dissolve the Agreement with immediate effect.
- The Client is obliged to compensate Sapje for any damage suffered as a result of the suspension or dissolution of the agreement.
- If Sapje dissolves the agreement, any claims which Sapje may still have against the Client shall be immediately due and payable.
Prices, Delivery Charges and Payments
- All prices mentioned by Sapje are excluding delivery costs. Before the Agreement is concluded or a delivery is changed, the total price shall be stated, including VAT and delivery costs. The amount of the delivery costs depend on the place of delivery and whether delivery takes place within a certain time frame.
- Payment shall be made by one of the means indicated or notified by Sapje within the time limit indicated or notified by Sapje. Unless expressly agreed otherwise, in the case of a Subscription, the amount due per subsequent delivery will be automatically collected from the Client’s bank account. The Client automatically provides authorisation for this upon the first payment.
- As long as the Client is in default with respect to Sapje, Sapje is not obliged to (further) execute the Agreement.
- If payment is not made on time, the Client’s default shall become effective by operation of law. From the day on which the default of the Client commences, the Client shall owe interest of 2% per month on the outstanding amount, whereby part of a month shall be regarded as a full month. Contrary to the previous sentence, instead of the contractual interest referred to there, the statutory interest rate will apply if the Client is a Consumer.
- All reasonable costs, such as judicial, extrajudicial and execution costs, incurred to obtain the amounts owed to Sapje by the Client shall be borne by the Client.
Liability and Indemnity
- Sapje shall never be liable for any damage in connection with or caused by any inaccuracy or incompleteness in the data provided by the Client, any other failure in the fulfilment of the Client’s obligations arising from the law or the Agreement or any other circumstance that cannot be attributed to Sapje.
- Sapje is not liable for any unauthorized use of the Client’s login details to access their account on the Website. All actions carried out on the Client’s account are attributed to the Client.
- Sapje guarantees that the Products are delivered in good condition. The Client is responsible for the proper storage of the Products as well as for determining the purposes for which and the way in which the Products are consumed. Except for intent and deliberate recklessness on its part, Sapje is never liable for damage or illness resulting from the consumption of the Products. Furthermore, Sapje shall never be liable for other indirect damage including loss suffered, loss of profit and damage as a result of business stagnation.
- If despite the provisions of these general terms and conditions, Sapje is liable for any damage, for example, because a delivery did not take place due to its fault, Sapje has the right to repair this damage at all times. The Client must give Sapje the opportunity to do so in the absence of which any liability of Sapje in this respect will lapse.
- The liability of Sapje shall be limited to a maximum of the invoice value of the Agreement or at least that part of the Agreement to which the liability of Sapje relates, on the understanding that the liability of Sapje shall never exceed the amount actually paid out under the relevant circumstances on the basis of the liability insurance taken out by Sapje, increased by any excess of the amount paid out by Sapje under that insurance.
- The limitation period for all legal claims and defences against Sapje shall be one year. Contrary to the previous sentence, claims and defences to which Consumers are entitled and that are based on facts that would justify the assertion that the Products do not comply with the Agreement shall lapse over a period of two years.
- The Client, and in particular a non-consumer, shall indemnify Sapje against any claims from third parties who suffer damage in connection with the execution of the Agreement and whose cause is attributable to parties other than Sapje. If, in that case, Sapje should be sued by third parties, and the Client is obliged to assist Sapje both out of court and in court and to immediately do everything that can reasonably be expected of him in that case. If the Client fails to take adequate measures, Sapje is entitled to do so without notice of default. All costs and damage on the part of Sapje and third parties resulting from this shall be fully at the expense and risk of the Client.
- In the case of a consumer purchase, the restrictions in this article do not extend beyond what is permitted under Article 7:24 paragraph 2 of the Dutch Civil Code.
General Complaint Policy
- Complaints with regard to the execution of the Agreement must, without prejudice to the provisions of Article 8, be submitted in writing to Sapje within a reasonable time after the Client has fully and clearly described the grounds that gave rise to the complaint.
- Complaints submitted to Sapje shall be responded to within fourteen days of receipt. If a complaint requires a longer processing time, a reply will be given within the period of fourteen days with an acknowledgement of receipt and an indication of when the client can expect a more detailed reply.
- If a complaint from a Consumer cannot be resolved in mutual cooperation with Sapje, the Consumer can submit the dispute to the Disputes Committee via the ODR platform (ec.europa.eu/consumers/odr/).
- Sapje is entitled to change these general terms and conditions as well as its prices on the understanding that such changes do not relate to deliveries for which it has been established that delivery will take place within the framework of the Agreement and the delivery thereof can no longer be revoked in a regular manner, for example, by cancellation of the Subscription by Sapje. In the context of Subscriptions, the changes referred to are explicitly announced to the Client with a period of at least 30 days before they come into effect.
- Each Agreement and all legal relationships between the Parties arising therefrom shall be governed exclusively by Dutch law.
- The parties will not appeal to the court or an arbitration board until they have made the best possible efforts to settle the dispute with mutual consultation.
- Insofar as the law does not compulsorily deviate from this in the given circumstances of the case, only a competent court within the district of Sapje’s place of business shall be appointed to take cognizance of any legal disputes between the Parties.