General terms and conditions

The general terms and conditions of Caressi BV

 

Article 1: Definitions and applicability 

1. In these general terms and conditions the following terms shall have the following meanings:
a) Purchaser: any purchaser, including the wholesaler, processor and/or retailer and not being a consumer, who enters into an Agreement with Caressi BV;
b) General Terms and Conditions: these general terms and conditions of sale, delivery and payment;
c) Caressi: Caressi BV
d) Agreement: the entirety of agreements between Caressi and Purchaser concerning the sale and delivery of sinks, taps and accessories, in the broadest sense.

2. These General Terms and Conditions form part of and apply to all Agreements between Caressi and the Customer, as well as to all (legal) acts and non-contractual obligations of Caressi with, for or towards the Customer in the formation and/or execution thereof.

3. Conditions originating from the Purchaser that deviate from these General Terms and Conditions are only valid if they have been expressly accepted in writing by Caressi. Caressi expressly rejects the applicability of (general) conditions used by the Purchaser.

4. In the event of a conflict between a provision in an Agreement and a provision in these General Terms and Conditions, the provision in the Agreement shall prevail.       

5. Caressi is authorized to unilaterally amend these general terms and conditions. The amendments will enter into force after they have been made known to the Purchaser and in any case 1 month after the amended general terms and conditions have been placed on the Caressi website ( www.caressi.nl ).

6. Caressi is authorized to use third parties in the execution of an Agreement, the costs of which will be passed on to the Purchaser in accordance with the quotation provided. 

 

Article 2: Formation of Agreements 

1. Caressi's offers are always without obligation in the sense that they must be understood as an invitation to place an order. The Agreement is concluded when the order placed by the Purchaser on the basis of the offer is accepted by Caressi by means of a sales confirmation in whatever form. 

2. The prices stated in the catalogues, price lists or other brochures issued by Caressi are indicative and do not bind Caressi; the Purchaser cannot derive any rights from them. The aforementioned prices can be changed by Caressi at any time. The Purchaser owes the price that Caressi has included in its order confirmation or invoice to the Purchaser, taking into account the provisions of Article 13 in this regard.

3. Any additional agreements or changes made later, as well as verbal agreements and/or commitments made by Caressi or on behalf of Caressi, are only binding on Caressi if they have been confirmed in writing.

4. All costs arising from changes to a previously concluded and confirmed Agreement requested by the Customer and accepted by Caressi shall be borne by the Customer.

5. If an Agreement is concluded with more than one Purchaser, all obligations under the Agreement and these General Terms and Conditions shall be jointly and severally imposed on each of the Purchasers. 

 

Article 3: Guarantees 

1. If a defect occurs within the agreed warranty period, Caressi will, if a complaint has been made in a timely manner in accordance with the provisions of Articles 4 and 5 and the complaint is accepted by Caressi, ensure repair or re-delivery within a period to be reasonably determined by the Purchaser after consultation with Caressi. If the complaint is not accepted by Caressi, the Purchaser may appeal to the Stichting Geschillencommissies Keukenwerkbladen in The Hague in accordance with the provisions of Article 4. 

2. If Caressi cannot comply with the provisions of the previous paragraph, for example because the product is no longer in its range, or at least no longer in the same form or quality, Caressi will, after consultation with the Purchaser, deliver an equivalent product, or Caressi will refund the purchase price of the product in which the defect has become apparent to the Purchaser.

3. Once Caressi has performed under this article, the warranty on the repaired or replaced product will remain in force for the remaining warranty period of the original product.

4. Minor deviations in colour and/or structure that are considered acceptable in trade and cannot be avoided (whereby samples or swatches always only give a general impression of the item to be delivered) do not constitute a shortcoming on the part of Caressi. Defects that are the result of normal wear and tear and/or improper use and/or improper installation or assembly also do not constitute a shortcoming on the part of Caressi.

5. The Purchaser may only invoke the warranty or otherwise hold Caressi liable if he has fulfilled all his obligations, in particular his payment obligations and the conditions as referred to in the following article. 

 

Article 4: Complaints 

1. With a view to the guarantee to be provided by Caressi and to prevent unnecessary damage to one of the parties involved in the event of a defect covered by the guarantee, the Purchaser is obliged to thoroughly inspect the product delivered by Caressi for any defects as soon as possible after delivery, but in any case before delivery to third parties or processing. Any visible defects must be reported to Caressi in writing within two calendar days after delivery, accompanied by as complete an overview of the complaint as possible with photo or video, including name, address, telephone number, e-mail address of the end customer to service@caressi.nl. Only those defects that could not reasonably have been discovered by the Purchaser within the aforementioned period, but are still discovered within one month after delivery, must be reported to Caressi in writing within the latter period. If this does not happen, the Purchaser is deemed to have accepted the delivered products in conformity. The above notification must contain a description of the defect that is as detailed as possible, so that Caressi is able to respond adequately. The Purchaser must give Caressi the opportunity to investigate a complaint. 

2. The Purchaser is obliged or warrants to Caressi that the processing or installation of the product will be carried out in a professional manner and that materials will be used that allow the product to be easily removed or replaced if necessary with a view to fulfilling the warranty. 

 

Article 5: Disputes 

1. If a defect occurs that in the opinion of the Purchaser is attributable to Caressi as referred to in Article 3 paragraph 2, the Purchaser must report this to Caressi within the periods mentioned in Article 4.1 in the manner described in that article, under penalty of forfeiture of rights.

2. If Caressi accepts the complaint as referred to in the previous paragraph, it will ensure the repair or re-delivery or delivery of the missing item in accordance with Article 3, paragraph 2. 

 

Article 6: Delivery 

1. The Purchaser is obliged to accept the product as soon as it is offered to him for delivery.

2. A consignment note, delivery note or similar document provided upon delivery of goods is deemed to correctly reflect the quantity of the goods delivered unless the Purchaser notifies Caressi of his objection thereto immediately upon receipt of the goods.

3. Even if the Purchaser notifies Caressi in a timely manner that less has been delivered to him than stated on the document referred to in the second paragraph of this article, this does not give him the right to suspend payment for the quantity actually delivered.

4. Unless otherwise agreed, the costs of transport are for the account of the Purchaser and the transport of the goods is at his risk. Delivery then takes place at the moment that the goods are loaded onto the means of transport. However, if delivery free of charge to the Purchaser's warehouse has been agreed, the transport of the product is at the expense and risk of Caressi. In the event of delivery free of charge to the Purchaser's warehouse, Caressi does not have to transport the goods further than to the place where the vehicle can reach a properly drivable and safe (made) terrain. Delivery always takes place next to the vehicle, at which place the Purchaser is obliged to receive the goods. The Purchaser must contribute to the ease with which Caressi can fulfil its obligation to unload a goods, including by making available assistants. If the Purchaser fails to do so, the costs incurred as a result will be for his account. 

5. Damage resulting from the use of a hoist, lift, forklift, crane or any other aid is at the risk and expense of the person responsible for such use.

6. Caressi will only take out transport insurance at the express request of the Purchaser; all associated costs will be borne by the Purchaser.

 

Article 7: Delivery period; Delivery on call 

1. The expected delivery time is stated by Caressi as accurately as possible. Caressi is obliged to make every effort to perform within this expected time. The delivery time is always deemed to have been stated or agreed approximately, unless a fatal term has been expressly agreed. 

2. The Purchaser shall not be entitled to any compensation in any form whatsoever in the event of any excess of the specified delivery time, unless this has been expressly agreed or if the excess is the direct and immediate result of gross negligence on the part of Caressi. 

3. Due to exceeding the delivery time, the Purchaser may not terminate the Agreement or refuse receipt and/or payment of the goods. However, the Purchaser is entitled to summon Caressi in writing after the delivery time has expired to deliver within three weeks after the date of the agreement, under penalty of termination. In that case, the Purchaser is not entitled to any compensation. 

4. If delivery on call has been agreed without any deadlines for the call, Caressi is authorised to adjust the agreed price accordingly if one or more cost factors have changed after the date of confirmation and before delivery. The Purchaser is authorised, unless reasonableness opposes this, to terminate the Agreement on the basis of that price change. If not all items have been called within three months after the Agreement, Caressi is authorised to summon the Purchaser to specify a period within which everything will have been called, whereby the Purchaser is also obliged to take delivery. In that case, Caressi is authorised to charge the Purchaser storage costs in accordance with Article 9 paragraph 1 of these General Terms and Conditions. 

 

Article 8: Packaging 

1. The packaging (packaging, pallets, etc.) used by Caressi for the delivery and that can be used multiple times will be charged by Caressi to the Purchaser. Returned packaging as referred to in the previous sentence will be credited by Caressi after receipt. The Purchaser must send this packaging carriage paid. Packaging that is in poor condition, as determined by Caressi, will not be credited. 

 

Article 9: Postponement of delivery; non-acceptance and cancellation 

1. If the Purchaser requests a postponement of delivery for a product ready for him, and Caressi agrees to this, the risk of the item will be transferred at the time of the original delivery date and Caressi will have the right to invoice the agreed price and charge storage costs after a storage period of four weeks. 

2. If the Purchaser does not receive the product or does not receive it on the agreed date or if he cancels an order, Caressi has the right to terminate the Agreement and charge compensation. If it concerns custom work, this compensation consists at least of the costs incurred in connection with the unsuccessful delivery plus the full purchase price. If it does not concern custom work, the compensation will consist at least of the costs of the unsuccessful delivery and the full purchase price minus 50% of the price for which the product was sold by Caressi to third parties within sixty days after the original delivery period or could reasonably have been sold. 

3. Caressi is authorized to suspend the delivery of the products purchased by the Purchaser if the Purchaser fails to fulfill its obligations (including payment obligations for previous deliveries) or if Caressi has reasonable grounds to fear that the Purchaser will not fulfill its obligations. Caressi will inform the Purchaser as soon as possible about a suspension of a delivery and the reason for it. In that case, the Purchaser is obliged to pay all outstanding claims at Caressi's first request - at Caressi's discretion - to pay for the purchased products in advance, to make a down payment and/or to provide security. Caressi is not liable for any damage whatsoever suffered by the Purchaser as a result of a suspension of delivery, unless there is gross negligence on the part of Caressi. 

Article 10: Dissolution 

Without prejudice to its other powers under the law, the Agreement and these General Terms and Conditions, Caressi is entitled to terminate the Agreement in whole or in part with immediate effect, without judicial intervention, or to suspend its performance, without prejudice to its other rights (to performance and/or compensation), if: 

- the Purchaser acts in breach of any provision of the Agreement and/or these General Terms and Conditions; 

- a (foreign) statutory regulation is applied that aims to liquidate the Purchaser or to restructure the Purchaser's debt position, such as bankruptcy, (provisional) suspension of payments and similar statutory regulations;

- the Purchaser's business is closed down or liquidated or the Purchaser offers a private settlement to creditors; 

- the Purchaser, after having been requested to do so in writing, has not provided appropriate security within seven days in the opinion of Caressi;

In these cases, any claim on the Purchaser shall be immediately due and payable, without Caressi being liable for damages or any other obligation whatsoever. Without prejudice to Caressi's right to claim the actual damages suffered from the Purchaser, the minimum compensation to which the Purchaser is liable in this case shall be determined in accordance with Article 9, paragraph 2 of these General Terms and Conditions. 

 

Article 11: Retention of title 

1. The products delivered by Caressi remain its property until the Purchaser has paid the purchase price of those products, previously delivered products or products yet to be delivered, and has also paid what the Purchaser owes in respect of work or costs in connection with the delivery thereof. 

2. The ownership of those products also remains with Caressi as long as the Purchaser has not paid a claim from Caressi due to default committed by the Purchaser in connection with those products/work. 

3. Without the prior written express consent of Caressi, the Purchaser may not sell, deliver or alienate the products before ownership thereof has passed to the Purchaser, other than in the normal course of its business, nor otherwise encumber or burden them. The Purchaser is also not permitted, without the written consent of Caressi, before ownership thereof has passed to the Purchaser, to process, (dis)assemble or make the products part of another (im)movable property other than in the context of the normal course of its business. 

4. If third parties seize the products delivered under retention of title or wish to establish or assert rights thereto, the Purchaser is obliged to inform Caressi thereof immediately and to inform those third parties of Caressi's right of ownership. 

5. In the event that the Purchaser fails to fulfil its obligations and Caressi wishes to exercise its right of ownership, it shall have the right of unhindered access to the products and the place where they are located and the Purchaser hereby undertakes to provide Caressi with all cooperation necessary to enable it to exercise the right of retention of title by taking back the delivered products.

6. If a product supplied by Caressi, of which Caressi has retained title, is imported into another Member State of the European Union, the law of that Member State shall govern the retention of title in the event that that law contains provisions in this regard that are more favourable to Caressi. 

 

Article 12: Force Majeure 

1. In addition to the circumstances that the law accepts as such, force majeure also and in any case includes strikes and/or illness of employees or assistants of Caressi, non-delivery, incomplete delivery and/or delayed delivery or other attributable shortcomings or unlawful conduct by suppliers of Caressi, war and threat of war, full or partial mobilization, import and export bans, measures by Dutch and/or foreign government bodies that make the performance of the Agreement more difficult and/or more expensive than could have been foreseen when concluding the Agreement, natural disasters (including earthquakes, water damage and frost), traffic disruptions, loss or damage during transport, fire, theft, disruptions in the supply of energy, defects in machines, all of this at Caressi's company as well as at third parties from whom Caressi must obtain the necessary materials or raw materials in whole or in part, and furthermore all other causes that arise beyond the control and/or control of Caressi. In the event of temporary force majeure, the delivery time may be extended by the duration of the force majeure plus a period within which Caressi can reasonably proceed to delivery, in which case the Purchaser is not entitled to terminate. However, the Purchaser is entitled to summon Caressi in writing after the delivery time has expired to deliver within four weeks after the date of the delivery, failing which the Purchaser may immediately terminate the Agreement. In that case, the Purchaser is not entitled to any compensation. 

 

Article 13: Price, payment and consequences of late payment 

1. The prices stated by Caressi in its offer or set out in the Agreement are, unless stated otherwise, exclusive of VAT and exclusive of transport costs.

2. All customs formalities, both in the country of export and in the country of import, must be handled by the purchaser. All costs and levies related to customs formalities are for the account of the Purchaser. If Caressi takes care of customs formalities at the request of the Purchaser or if the agreed conditions of the ICC Incoterms impose this care on Caressi, these customs formalities and the related costs and levies remain for the account and risk of the Purchaser. 

3. Caressi may increase prices after the conclusion of the Agreement on the basis of external factors, such as increases in taxes, external supplier prices, exchange rates, raw materials, freight costs, wages and/or social security contributions, import duties, levies or other charges. 

4. Payment of the final amount of the invoice from Caressi must be made – minus any credit restriction surcharge charged – within 30 days after the invoice date, unless expressly agreed otherwise between Caressi and the Customer. The date of payment is the date on which the amount owed by the Customer is credited to the bank or giro account specified by Caressi. 

5. The right to offset/suspension of any payment obligation can never be invoked by the Purchaser against Caressi.

6. If the Purchaser exceeds the payment term as referred to in paragraph 4 of this article, the Purchaser will be in default towards Caressi without notice or notice of default and the Purchaser will owe the statutory commercial interest, increased by 5% per year on the final amount of the invoice from the due date until the day of payment. Caressi has the right to increase the amount on which the statutory commercial interest is calculated by the interest due for that year each year after the end of a year. Payment in discharge can only be made to the bank or giro account specified by Caressi. 

7. If the Purchaser is in default of payment, the Purchaser shall also owe the extrajudicial and judicial costs. The extrajudicial costs shall be charged on the basis of the actual costs incurred with a minimum of 10% of the amount not paid or not paid on time. 

 

Article 14: Liability 

1. Neither Caressi, nor its employee(s) nor any third party(ies) engaged by Caressi shall be liable for any damage of any nature whatsoever, suffered by the Purchaser or any third party, in connection with the delivery of products, the use of products, the possession of products or defects in delivered products, including improper fulfilment of repair or re-delivery obligations, all except in the event of intent or deliberate recklessness on the part of Caressi or if and to the extent otherwise provided by mandatory law. 

2. If and to the extent that any liability would exist on the part of Caressi pursuant to the first paragraph of this article, it shall be liable exclusively for direct damage. The indirect damage suffered by the Purchaser, including consequential damage, consisting of (but not limited to) lost profit, lost turnover or lost income, shall never be eligible for compensation by Caressi. 

3. Liability for direct damage of Caressi is in any case always limited to the obligation to redeliver, or to the obligation to pay the invoice amount relating to the Agreement, with a maximum of the amount that Caressi's professional liability insurance pays out in the event in question (increased by the amount of the deductible), at the discretion of Caressi.

4. The Purchaser shall indemnify Caressi against all claims from third parties who suffer damage in connection with the performance of the Agreement and the cause of which is attributable to a party other than Caressi, and against claims from third parties related to the agreements concluded between the Purchaser and those third parties. 

5. The Purchaser is not permitted to resell the products or make them available in any way to third parties in countries outside the European Union, to third parties in countries that do not fall under the applicability of the CE marking and/or to third parties in countries where other or additional product/safety/environmental requirements apply. If the Purchaser acts in violation of the provisions of the previous sentence, Caressi is in no way responsible or liable for this. The Purchaser indemnifies Caressi against all damage and claims from third parties (including fines, sanctions and consequential damage) as a result of the resale/delivery of the products in violation of the provisions of this article. 

6. Without prejudice to the provisions of Articles 4 and 5 regarding complaints and the provisions of this Article regarding Caressi's liability, the limitation period or expiry period of all claims and defenses against Caressi and third parties involved by Caressi in the performance of the Agreement is one year, or a shorter period if this results from the law. 

 

Article 15: Exclusion of platform sales 

1. The purchaser guarantees that they will only offer the products on their own sales outlet(s) and not on external or third party E-commerce platforms or outlets. 

2. The Purchaser is expressly prohibited from reselling the products or making them available in any way to online sales platforms without the prior written consent of Caressi. 

3. The Purchaser acknowledges the importance of Caressi to safeguard the product image and complies with the restrictions set out in this article with regard to platform sales. 

 

Article 16: Intellectual and industrial property rights 

1. All intellectual property rights - including patent rights, trademark rights, drawing or model rights and copyright that rest or will rest on the products, belong to Caressi. To the extent that such a right can only be obtained by a deposit or registration, only Caressi is authorized to do so, unless otherwise agreed; 

2. Caressi is the owner of the brand 'Caressi', registered with the EUIPO under number 012070751. The Purchaser is never permitted to present or sell the products under a different name or another (image) brand or to falsely imply that the products were designed or made by the Purchaser, or that the Purchaser is the holder of the trademark right. 

3. Caressi grants the Purchaser a non-exclusive right to use the 'Caressi' brand and is at all times entitled to attach additional conditions to this right of use.

4. To the extent relevant, Caressi grants the Purchaser the non-transferable right to use the advice, documentation, reports, models and software made available, unless otherwise agreed. It is not permitted, with or without the assistance of third parties, to reproduce, disclose or exploit these, other than as directly arising from the Agreement. The right of use expires at the moment that Caressi is declared bankrupt, (provisional) suspension of payments is requested or a private payment arrangement is proposed to creditors. 

5. All intellectual and industrial property rights to the products, software, websites, interfaces, data files, equipment or other materials such as analyses, designs, documentation, reports, quotations, as well as preparatory material thereof, developed or made available to the Customer under the Agreement, shall rest exclusively with Caressi, its licensors or suppliers. The Customer shall only obtain an immediately revocable, non-exclusive, non-transferable to third parties and non-sublicensable license that does not entail more than that the subject of the license may be used for the purpose for which the subject of the license was made available to the Customer by Caressi. 

6. Caressi guarantees that no rights of third parties, including but not limited to liens, property rights, intellectual and industrial property rights, oppose the provision to the Purchaser of equipment, software, material (images, models, text, music, audio, domain names, logos, hyperlinks, etc.), data files or other materials, including design material, for the purpose of use, processing, installation or incorporation. 

7. Caressi indemnifies the Purchaser against any claim by a third party based on the allegation or claim that such making available, use, editing, installation or incorporation infringes any right of that third party. 

 

Article 17: Return conditions 

Returning goods is only possible with the written permission of Caressi. Customer-specific goods (custom work) will not be taken back by Caressi. The goods to be returned may not be older than 3 months and must be current, non-customer-specific and undamaged. The goods must also be unused and packed in their original packaging, the packaging must be unwritten. If these conditions are met, a full credit note will in principle be issued; if not, costs will be charged or the full amount will not be credited. 

 

Article 18: Applicable law and competent court 

1. All agreements concluded by Caressi are governed by Dutch law, with the exclusion, where necessary, of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention).

2. If any provision of these Terms is held to be illegal, invalid or unenforceable, the Terms shall continue to be valid. The Parties shall by mutual agreement modify any provision that is not valid in law so that the intent of the provision is matched to reflect the original intention of the Parties. Such determination shall not affect the legality and validity of the remaining provisions. 

3. All disputes arising between Caressi and the Purchaser shall, without prejudice to the provisions of Article 5 and without prejudice to the statutory jurisdiction of the Subdistrict Court, be settled by the Court having jurisdiction in the place where Caressi has its statutory seat.