Terms

Version 2024-1, April 1, 2024. ITEM Amsterdam, De Trompet 1650, 1967 DB Heemskerk, The Netherlands. ITEM Amsterdam is a Dutch furniture manufacturer, established in (1967 DB) Heemskerk, at De Trompet number 1650, registered with the Chamber of Commerce under number 83793038.

For the purposes of these general terms and conditions, the following definitions apply:
01.1. Cancellation: the withdrawal of an order line or complete order and/or the reduction of a number of products;
01.2. ITEM Amsterdam: the legal entity ITEM Amsterdam VOF with Chamber of Commerce number 83793038, the user of these terms and conditions.
01.3. Client: the natural or legal person who grants the order for the delivery of products to ITEM Amsterdam or requests a quotation for this purpose.
01.4. Agreement: the agreement of purchase and sale of the products and, only if expressly included in the agreement, the execution of work related to the installation of the Products;
01.5. Products: furniture or parts manufactured by ITEM Amsterdam, in the broadest sense of the word.
01.6. Amendment: an amendment to a contract or performance of a product, for example, the number or color of a material.
ITEM Amsterdam, hereinafter referred to as ITEM

02.1 These general terms and conditions apply to all quotations from ITEM and every agreement that a client concludes with ITEM, as well as to the agreements and further (legal) acts arising therefrom. Once applicable, the general terms and conditions apply, they also apply to new agreements between the client and ITEM and to all extra-contractual relationships between them, without further explanation, such as tort.
02.2 It is only possible to deviate from the general terms and conditions if this has been agreed in writing between the client and ITEM.
02.3 The applicability of any general terms and conditions of the Client is expressly excluded, unless expressly agreed otherwise in writing.
02.4 If one or more provisions are null and void or are annulled, the other provisions will continue to apply and ITEM will enter into consultation to agree on new provisions to replace the null and void or voided provisions. In doing so, as far as possible, the purpose and the scope of the original provisions.
02.5 If a situation arises between the parties which is not covered by this general conditions, the parties will assess this situation 'in spirit' of these terms and conditions.
02.6 Even in the event that ITEM does not always require strict compliance with these general terms and conditions, ITEM reserves the right, in other cases, to demand strict compliance with these general terms and conditions.

03.1 All offers and quotations of ITEM are without obligation and only binding after the proposal has been accepted by the Client, possibly by means of an official order or order, and has been confirmed by ITEM in writing by means of an order confirmation, unless otherwise indicated in the offer or quotation. In the case of tailor-made solutions, ITEM's quotations will be accompanied by the relevant drawings and the Client will be obliged to sign the relevant quotation and accompanying drawings for approval before accepting them. Only after receipt of the quotation and drawings signed by the client will ITEM proceed to the written order confirmation. In the event that the Client wishes ITEM to make use of the information to be made available by the Client itself, fabric, leather or any other material the Client will make a sample available to ITEM with the request and ITEM will adjust its quotation accordingly.
03.2 The order confirmation is binding and the Client therefore has the duty to check the order confirmation carefully. Any corrections to this order confirmation is only possible if the Client has received it within two years. working days after sending the order confirmation in writing to ITEM Pass. Without notice within these two working days, the products will be manufactured and delivered by ITEM according to the specifications on the order confirmation.
03.3 Quotations are dated by ITEM and have a validity period of 2 months as of that day, unless otherwise stated in the quotation.
03.4 ITEM's quotations are based on the data, drawings and measurements derived from them provided with the Client's request. The Client is obliged to inform ITEM about facts and/or circumstances that may affect the performance of the agreement, insofar as he knew or should have known about them.
03.5 All offers and quotations made by ITEM are based on the execution of the agreement by ITEM under normal circumstances and during normal working hours.
03.6 The quotation will include a specification of the products to be supplied and, when carrying out work, a specific description will be given of which activities are included in that quotation. In any case, activities that are not mentioned in the quotation are not included under the agreement and can therefore have a price-increasing effect.
03.7 ITEM cannot be held to an offer or quotation if that offer or quotation or part thereof contains an obvious mistake or clerical error.
03.8 The quotation shall state prices exclusive of VAT, unless the VAT is expressly stated separately. Prices also exclude other government levies on sales and delivery.
03.9 Delivery by ITEM takes place "Ex Works", unless expressly stated otherwise included in the quotation or subsequently in writing by ITEM and the Client has agreed.
03.10 In addition to these general terms and conditions, the agreement contains the special (price) conditions as included in the conditions set out in the applicable price lists apply.
03.11 If substances and parts of products are ordered and delivered separately, the shipping and handling costs thereof will be ITEM to the Client.
03.12 If the order or acceptance of the Client deviates from the offer or the quotation, then ITEM is not bound by them. In that case, the agreement will not be concluded according to the deviating order or acceptance, unless ITEM confirms otherwise in writing.
03.13 A composite quotation does not oblige ITEM to carry out of any part of the offer or quotation at a corresponding part of the quoted price.
03.14 If ITEM has agreed with the Client that ITEM will products, the performance of that work is explicitly included in the order confirmation.

• 04.1 In accordance with Article 3.1, the agreement will only be concluded when ITEM accepts the order from the Client by means of an order confirmation. This also applies to supplementary agreements in connection with additions or amendments.
• 04.2 All delivery periods mentioned by ITEM are only indicative periods and can never be considered as a strict deadline. Delivery always takes place in consultation with the client. Postponement of the agreed delivery by the Client is possible for a maximum period of 2 weeks. If the delivery is postponed by the client for more than 2 weeks, ITEM will charge its storage costs, as included in the price lists applicable at the time of the conclusion of the Agreement, to the client.
  04.3 The parties are obliged to treat all data of the other party confidentially, insofar as that party knows, can or should know that this data are confidential.
  04.4 The Client shall ensure that all data of which ITEM indicates that it is necessary or of which the Client should reasonably understand that it is necessary for the performance of the agreement or, in the event that the agreement stipulates that ITEM will make use of the services made available by the Client in the performance of the fabric or leather, all materials will be provided to ITEM in a timely manner. If the data and/or materials required for the execution of the agreement have not been provided to ITEM in a timely manner, ITEM may not of the contract and/or the additional costs resulting from the delay charge costs to the Client. This also applies to additional costs resulting from changes in the situation on the ground for the dimensions and, in the event that the agreement covers the installation of the products by ITEM, of access to the site, in particular taking into account the installation of the products themselves as well as the requirements for the access to the site required for ITEM in that case.
  04.5 Cancellation or Amendment of the Agreement can only take place with the written consent of ITEM.
  04.6 Since ITEM produces its products in an order-oriented manner, it is Client for changes that ITEM carries out after written consent as referred to in Article 4.5 that are not attributable to an attributable failure of ITEM to pay separate charges.
  04.7 With regard to products that are part of the regular collection of ITEM, ITEM will submit a request from the Client for changes within two working days after sending the order confirmation, only after written consent as referred to in Article 4.5, free of charge. Modification of products that do not belong to the regular collection of ITEM or of products that do belong to the regular collection of ITEM but the request of the Client is after the said period of two working days are only possible after written consent as referred to in Article 4.5 and against reimbursement by the Client of the costs to be incurred by ITEM for this purpose, with a minimum of € 50.
  04.8 Cancellation is only possible against payment by the Client of the costs already incurred by ITEM. In addition, in the event of cancellation, ITEM will charge at least 15% of the value of the cancelled order or order line.
  04.9 Apart from the cases where ITEM prepayment with the Client and sends a down payment invoice for this purpose, is in accordance with the in all cases, the payment term of the invoices of ITEM 30 days after the invoice date. If applicable, the invoice shall specify: the price under the agreement; the amount of a deposit invoice already paid; a specification of possible additional work; a specification of all that ITEM has otherwise agreement from the Client.
  04.10 The payment term is a strict term and if the Client does not pay on time, and this is not attributable to ITEM, the Client will be liable to the automatically in default without further notice of default being required. In that case, the Client will owe the statutory (commercial) interest from the day on which the payment term has expired until the day of full payment. ITEM is therefore authorised to take recovery measures. All costs of recovery, both judicial and extrajudicial, shall be borne by the Client. The extrajudicial costs are determined as follows: a) To the extent that, at the time of entering into the Agreement, the Client contract in the exercise of a profession or business, ITEM is entitled to an amount equal to the statutory maximum allowable compensation in respect of out-of-court collection costs, as stipulated in and calculated in accordance with the Extrajudicial Collection Costs (Standardisation) Act insofar as the outstanding amount - after the occurrence of the default - is not paid within 14 days from the day after the day of the reminder; or: b) To the extent that the Client acted in the exercise of a profession or business, ITEM is entitled to reimbursement of the extrajudicial collection costs, which in that case, contrary to Article 6:96 paragraph 4 of the Dutch Civil Code and in derogation from the Extrajudicial Collection Costs Standards Act and the associated Decree on Compensation for Extrajudicial Collection Costs, will be set at an amount equal to 15% of the total outstanding principal amount with a minimum of € 250.00 for each partially or completely unpaid amount invoice, without prejudice to ITEM's right to claim the actual extrajudicial costs in excess of this amount. The legal costs include the full costs incurred by ITEM, even if they exceed the statutory liquidation rate.
  04.11 If an invoice is not paid on time, ITEM is also entitled to suspend work or delivery for the relevant or other Agreements with the Client, as well as to refuse new orders, provided that such orders are Payment has not been made, even after a written reminder to pay within 14 days.
  04.12 ITEM has the right to have the payments made by the Client in the first place be used to reduce the costs, then to reduce the outstanding interest and finally to reduce the principal amount and the accrued interest.

05.1 Insofar as the agreement extends to the work that ITEM has to perform for the installation of Products, the Client is responsible to ITEM for the correct and timely execution of all provisions and conditions that are necessary for the installation of the Products by ITEM.
05.2 In any event, the Client shall ensure that: The personnel of ITEM or the third party engaged by ITEM can carry out their work for the installation of products on site, all this during normal working hours and if the opinion of ITEM necessary outside normal working hours, provided that this has been communicated to the Client. The appropriate place is suitable for the installation of the products. The location is normally accessible for the installation of the products.
05.3 Damage and costs on the part of ITEM that arise because the Client has not fulfilled the obligations as set out in Article 5.2 will be borne by the Client.
05.4 The deadlines mentioned by ITEM with regard to installation are only indicative periods and can never be regarded as strict deadlines.

06.1 ITEM reserves all potentially applicable intellectual property rights to, among other things, designs, images, drawings, samples, samples and models provided to the Client. At ITEM's first request, the Client must return these goods without delay, without prejudice to other legal measures available to ITEM.
06.2 The Client is not permitted to reproduce material of ITEM that is subject to intellectual property rights in any way,
to publish, exploit or exhibit without being expressly prior consent of ITEM.
06.3 ITEM has the exclusive right to make drawings, sketches, photographs and all create, reproduce and publish other images of products for commercial purposes, both offline and online. If the Client agrees to the first request to do so, the Client will give ITEM the opportunity to come and take photos of the Products (or have them taken) on location.
06.4 For its products, ITEM collaborates with a wide variety of designers of which ITEM has the necessary rights for the production and obtained marketing therefrom. On this basis, ITEM, but also the Client has the obligation to respect the integrity of the models of the products at all times and to include the name of the designer in question of the a product in promotional documentation on the basis prescribed by ITEM. way. The same applies to the use of the data used by ITEM brand names used for certain products.
06.5 The Client is prohibited from renting, lending or selling the Products for public use (promotion, advertising, integration into audiovisual or other communications) without the prior written consent of ITEM

07.1 In the event that the products are not delivered by ITEM on the agreed delivery date, accepted by the Client, other than on account of defective delivery other than however, because the client does not want to accept the goods, ITEM will make a second delivery attempt within a reasonable period of time. ITEM is after rejection after the second delivery attempt shall be entitled to storage costs and any further demonstrable damage and reasonable costs to charge the Client.
07.2 All delivered and to be delivered products remain the exclusive property of ITEM as long as the client has not yet paid or has not paid the invoices relating to the delivery, as well as earlier or later invoices, or has not paid them in full.
07.3 As long as the ownership of the products referred to in paragraph 2 is not The Client is not permitted to pledge it or to grant any other right to it to third parties. If the Client enters into the agreement to sell the products directly to a third party,
the end customer and, by way of derogation from Article 3.9, in writing by ITEM and the client has agreed that delivery will take place directly to the end customer, in that case the client is obliged to provide a comparable retention of title applicable to the end customer. Bee violation of this or if the Client cannot validly invoke the retention of title it has made, the Client will be sale price/contract price immediately due and payable in full, without prejudice to ITEM's rights pursuant to the aforementioned retention of title.
07.4 The Client is obliged to pay the goods delivered subject to retention of title to preserve, insure and keep insured products with due care against fire, explosion and water damage, as well as against theft and the policy of this insurance at the first request of ITEM for the purpose of to provide access to the documents.
07.5 If third parties seize the property of ITEM or wish to establish or assert rights thereto, the Client is obliged to as soon as can reasonably be expected to be informed.
07.6 As soon as the Client is in default or is in payment difficulties, the ITEM is entitled to take back its property without the need for any prior notice or notice of default, such as without prejudice to any other rights granted to ITEM, including without prejudice to dissolve the agreement in whole or in part. In any case, the Client is deemed to be in payment difficulties as soon as an application for suspension of payments has been made, bankruptcy has been filed, statutory debt restructuring has been declared applicable to the Client as a natural person or attachment has been levied against the Client.

08.1 Except in the event of gross negligence on the part of ITEM, ITEM is in no way liable for trading loss, other indirect damage, including consequential damage (including damage to other property due to any late delivery or use of the products), damage to third parties, loss of profit, loss of income and additional costs due to facts or circumstances that are not attributable to ITEM.
08.2 ITEM is not liable for damage, of whatever nature, because ITEM has based the performance of the work on incorrect and/or incomplete information provided by the Client.
08.3 The Client indemnifies ITEM against any claims from third parties, who suffer damage in connection with the execution of the agreement and which is attributable to the Client.
08.4 Complaints about the products supplied must be fully and clearly described, preferably in writing or electronically with photographic material from which the complaint is apparent, will be submitted to ITEM, in good time after the Client has discovered the defects. In the case of non-consumer purchase of products, the delivered goods must be accepted by the Client in a timely manner within 5 working days of the delivery date and after the expiry of this period without a written complaint from the Client, the delivered goods are irrevocably and unconditionally accepted by the Client. Bee Consumer purchase of products is in any case a notification within a period of two months after the discovery of the defect in a timely manner. Failure to submit the complaint in time may result in the Client losing its rights in this regard.
08.5 In view of Article 8.4, the Client is therefore obliged to deliver the products at the time of delivery, at least, if this is demonstrably not possible, at the earliest possible stage and in a professional manner judge.
08.6 If a complaint has been submitted, the Client must keep the products in question at the disposal of ITEM and give ITEM the opportunity to investigate the complaint.
08.7 If a complaint is justified, ITEM will replace the products or, if this is no longer possible or useful, ITEM will credit a part of the price corresponding to this to the Client.
0.8 The products to be returned in connection with a complaint must be prepared in the original packaging as much as possible. The parties will consult on the transport of these products.
8.9 If a complaint is made in time, the Client remains obliged to purchase and pay for the purchased products. The client is also not authorised to Clearing.
08.10 If the delivery or replacement of the products is no longer possible or useful and this is attributable to ITEM, ITEM will only within the limits of this Article.
08.11 In the event that ITEM should be liable, ITEM's liability shall be limited to the amount(s) on which the ITEM liability insurance taken out out of ITEM, with including the deductible borne by ITEM in connection with that insurance. At the first request of the Client, ITEM will provide the Client with the relevant insurance policy. If and insofar as no payment is made on the basis of the liability insurance for any reason whatsoever, the liability of ITEM is in any case limited to a maximum of the amount of the agreed price of the relevant order confirmation, excluding VAT.

09.1 Since, with regard to the execution of an agreement, ITEM has manufactured the products especially for and in accordance with the Client's specified data, a possible cooling-off period and cooling-off period is not an issue and products will not be taken back.
09.2 The products delivered by ITEM must possess the characteristics that the Client is entitled to use on the basis of the agreement (conformity). If this is not complied with and the cause thereof is not beyond the responsibility of ITEM, the Client is entitled to repair or replacement, (partial) dissolution of the agreement and/or price reduction.
09.3 In addition to the legal obligation referred to in Article 9.2, ITEM offers the Client a warranty on the products delivered insofar as it concerns defects of which ITEM cannot plausibly demonstrate that they are the result of use that does not correspond to the intended purpose. ITEM toggles an external expert who will provide a report for this purpose. If ITEM thereby makes it plausible that the defects are the result of use that does not correspond to the intended purpose, the costs of the external expert at the expense of the client. Unless expressly stated in the quotation otherwise agreed, ITEM gives a 3-year warranty on assembly and manufacturing defects of its products from the day of delivery and includes the repair of those assembly and manufacturing defects at the request of the client.
09.4 Warranty claims must be made in writing to the Warranty Period within the Warranty Period. ITEM must be made known with the original invoice or order number.
09.5 The warranty expressly excludes: Repairs carried out by third parties; Submitted materials, including those submitted by the Client material or leather to be made available in the event that the contract provides for that ITEM will make use of the implementation thereof; Normal wear and tear and signs of wear; Damage as a result of improper use or improper maintenance; Folding; The natural characteristics of natural products, including in any case wood, wood veneer and leather, such as insect bites, scars, kleurnuances; Fabrics treated with a dirt-resistant coating; Colour deviations in substances shown and used, as well as in reorders.
09.6 In the event that ITEM has to replace the upholstery material of the products in the event of an appeal to the warranty provision, the compensation to be paid by the Client to ITEM as a result (for the material used, the reupholstery to be carried out and possible transport) will take into account the normal depreciation of durable consumer goods. Year 1 100% guarantee – reimbursement by Client: 0% Year 2 50% warranty – reimbursement by Client: 50% Year 3 25% warranty – reimbursement by Client: 75% More than 3 years warranty expires
09.7 The warranty provisions are only valid for the use of the products supplied in accordance with the intended purpose.
09.8 Deviations from the delivered products in terms of colour, wear resistance, structure and the like, which are technically acceptable according to Applicable, customary standards, or commercial usage, may limit or exclude the right to warranty and/or compensation.

10.1 Dutch law applies to all offers, quotations, agreements as well as resulting agreements and further (legal) acts between the Client and ITEM.
10.2 Difference of opinion between the Client and ITEM is Possibly resolved by mutual agreement or with the consent of both parties through mediation. If this does not lead to a solution, disputes will be decided exclusively by the competent Dutch court in the place where ITEM is established at the time a dispute arises.