Please read the following General Terms and Conditions of Sale of CBParis Group LTD. ('Casablanca') carefully. Our Contract is comprised of the Order and these General Terms and Conditions of Sale. By placing an Order, you accept our Contract on behalf of the buyer indicated in the Order as a legally binding contract with Casablanca.
1. Applicability
1.1 These general sales conditions (“General Terms”) apply to all requests, including pre- and re-orders (“Order”), from a person or entity (the “Buyer”) for goods (“Goods”) to be delivered by CBParis Group Ltd. and/or its affiliated company (“Casablanca”), offers, and Order confirmations of Casablanca, as well as to any agreement as part of which Casablanca commits itself to deliver goods to the Buyer (any agreement and/or Order together with the General Terms the “Contract”).
1.2 The applicability of the general terms and conditions of the Buyer is expressly rejected by Casablanca and the Contract shall supersede any other or previously-issued terms and conditions of purchase or supply. No Orders can be placed by the Buyer with Casablanca on any other terms unless agreed in writing and signed by both parties.
1.3 Any samples or advertising produced by the Buyer and any descriptions or illustrations contained in the Buyer's catalogues or online materials are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
2. Order
2.1 The Buyer may place Orders during the applicable Casablanca sales period, such periods to commence and end in accordance with written notices supplied by Casablanca to the Buyer from time to time.
2.2 Casablanca may accept or decline Orders at its absolute discretion without stating reasons. Acceptance of an Order shall occur when it is expressly confirmed by Casablanca in writing to the Buyer. Rejection by Casablanca of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Buyer. Casablanca cannot, even after acceptance of an Order, be held to its offer or quotation if the Buyer may reasonably understand that the offer of quotation contains an apparent mistake or error.
2.3 The Buyer is responsible for ensuring that all Orders are complete and accurate. The Buyer may request to make amendments to or cancel an Order within 7 days after receiving written acceptance of the Order from Casablanca (“Order Confirmation”), any such amendments or cancellations shall be subject to Casablanca’s written consent (such consent to be determined at its sole discretion) and if amendments are accepted the prices shall be updated accordingly.
2.4 In the event that the Buyer cancels any Order after 7 days have elapsed from issuance of an Order Confirmation, the Buyer shall pay Casablanca a cancellation fee equal to 50% of the total value of the cancelled Order.
3. Price and Payment
3.1 Prices. Unless Casablanca indicates otherwise on the Order confirmation, prices are in Euro (€), and are exclusive of VAT and any other applicable (sales) taxes or duties which shall be paid by the Buyer to Casablanca on receipt of a valid VAT invoice. The prices exclude all costs related to transport, shipping and insurance of the Goods. All taxes, import duties, and costs associated with specific export/import documents shall be borne by the Buyer.
3.2 Payments. Time of payment by the Buyer is of the essence. In the event Casablanca:
(a) has obtained sufficient insurance and/or credit coverage with regard to the Buyer, to be determined at Casablanca’s sole discretion, the Buyer shall pay to Casablanca the agreed purchase price within 30 days of the date of the relevant invoice to a bank account designated by, and in accordance with further requirements specified by, Casablanca; or
(b) has not obtained sufficient insurance and/or credit coverage with regard to Buyer, to be determined at Casablanca’s sole discretion, the Buyer shall pay to Casablanca in respect of an Order: (a) an amount equal to at least thirty percent (30%), such amount to be determined by Casablanca in its sole discretion, of the total gross order amount as a deposit (or alternative form of security to be determined by Casablanca at its sole discretion) immediately following the issuance of an Order Confirmation and a pro forma invoice by Casablanca; and (b) the remaining balance of the total gross order amount which shall be payable from Casablanca’s issuance of its invoice for the relevant Order, and provided that collection of such Goods shall not to occur before payment in full of such invoice, and in each case to a bank account designated by, and in accordance with further requirements specified by, Casablanca.
3.3 Re-allocation of payments. Casablanca may on written notice to the Buyer, reallocate payments (or part of a payment) made by the Buyer to Casablanca in respect of Order, against another Order including without limitation to act as a deposit for such other Order. The Buyer acknowledges and accepts that such reallocated amounts shall remain payable by the Buyer and Casablanca may withhold delivery of any Goods to which such reallocated amounts relate.
3.4 Late payment. If the Buyer fails to make payment in accordance with the Contract, Casablanca may, without limiting any other rights or remedies:
3.4.1 suspend its performance of the Contract (including withholding delivery of any Goods) until such overdue amounts are settled; and
3.4.2 charge interest on such sums at 8% a year above the Bank of England's base rate from time to time, but at 8% a year for any period when that base rate is below 0%, and interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment; and
3.4.3 claim all reasonable costs incurred in obtaining payment, whether before or after judgement.
3.6 Casablanca reserves the right to assign, transfer and sell its rights to any amounts due from the Buyer pursuant to any invoice raised for the Goods in accordance with the terms set out in any factoring agreement entered into between Casablanca and any third-party factoring agent(s) from time to time.
4. Delivery
4.1 Unless otherwise agreed in the Order, Casablanca shall deliver the Goods to the Buyer Ex Works (Incoterms 2020) for collection from Casablanca’s 3rd party logistics service provider’s warehouse or other location specified in the Order, or as agreed in writing by the parties (the “Delivery Location”). The Goods will be considered delivered from the moment the Goods are made available for collection at the Delivery Location to the Buyer or its nominated carrier.
4.2 Casablanca shall endeavour to have the Goods ready for collection at the Delivery Location on or within the delivery date or window stated on the Order confirmation (the “Delivery Date”), however Delivery Dates are approximate only, and time of delivery is not of the essence. If Casablanca delivers the Goods at any time after the Delivery Date, Casablanca shall have no liability the Buyer in respect of such late delivery.
4.3 If Casablanca determines that the Goods cannot be delivered on the Delivery Date, it will notify the Buyer and inform it of the new estimated delivery time. If the Buyer fails to respond in writing, it shall be deemed to have accepted the new delivery time. If the Buyer does not agree with this new delivery time, it will notify Casablanca in writing within 7 days of receiving the notification, and Casablanca shall use reasonable endeavours to provide an alternative date.
4.4 The Buyer will collect the Goods no later than 14 days after notice from Casablanca and/or a third-party acting on Casablanca’s behalf. Casablanca will be entitled to charge a surcharge for each week that the Goods remain in the warehouse after the Buyer is notified that they are ready for collection of up to 5% of the value of the Goods being stored, to cover all additional warehouse and related costs per week.
4.5 The Goods may be delivered by instalments. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.
4.6 The Buyer shall be responsible for arranging for inspection of the Goods at Casablanca's warehouse premises before the Goods are transported/shipped by Buyer.
4.7 The Buyer shall not be entitled to reject a delivery of the Goods on the basis that an incorrect volume of the Goods (or incorrect volumes of any size or colour of Goods) where such discrepancy in volume is less than a 3% shortfall, provided that the Buyer shall be invoiced in accordance with the actual Goods delivered.
4.8 The Buyer must report to Casablanca, in writing and accompanied by substantiated proof, (i) all visible defects, shortages, discrepancies or failure of delivery ultimately within 7 days after delivery, and (ii) all non-visible / hidden defects promptly after the first moment of (a) discovery, or (b) on the day of which the Buyer reasonably should have discovered this.
5. Risk and title
5.1 Risk in the Goods shall pass to the Buyer on delivery.
5.2 Title to the Goods shall pass to the Buyer once Casablanca has received payment in full and cleared funds for the Goods.
5.3 Until title to the Goods has passed to the Buyer, the Buyer shall: (a) hold the Goods as bailee for Casablanca and the Buyer may not resell, pledge, or otherwise encumber the respective Goods which are subject to the retention of ownership of Casablanca; (b) store the Goods separately from all other material in the Buyer's possession; (c) take all reasonable care of the Goods and keep them in the condition in which they were delivered; (d) insure the Goods from the date of delivery; (e) ensure that the Goods are clearly identifiable as belonging to Casablanca; (f) not remove or alter any mark on or packaging of the Goods; (g) inform Casablanca immediately if it becomes subject to any of the events or circumstances set out in clause 6.1 on reasonable notice permit Casablanca to inspect the Goods during the Buyer's normal business hours and provide Casablanca with such information concerning the Goods as Casablanca may request from time to time.
5.4 If, at any time before title to the Goods has passed to the Buyer, the Buyer informs Casablanca, or Casablanca reasonably believes, that the Buyer has or is likely to become subject to any of the events specified in clause 6.1 Casablanca may: (a) require the Buyer at the Buyer’s expense to return the Goods to Casablanca; and (b) if the Buyer fails to do so promptly, enter any premises where the Goods are stored and repossess them.
6. Termination
6.1 Without prejudice to any other right or remedy it might have, Casablanca may terminate any Order and/or this Contract at any time by notice in writing to the Buyer, such notice to take effect as specified in the notice: (a) if the Buyer is in breach of this Contract and, in the case of a breach capable of remedy, the breach is not remedied within 7 days of the Buyer receiving notice specifying the breach and requiring it to be remedied; (b) the Buyer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid 7 days after the date that Casablanca has given notification to the Buyer that the payment is overdue; or (c) if the Buyer takes any step or action in connection with its entering administration, or if an order is made or a resolution is passed for the winding up of the Buyer, or if an administrator or administrative receiver is appointed in respect of the whole or any part of the Buyer's assets or business, or if the Buyer makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or (d) the Buyer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Contract is in jeopardy.
6.2 Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination.
7. No unauthorized resale
7.1 The Buyer acknowledges that Casablanca pays the utmost attention to building and maintaining the 'Casablanca' brand, and will therefore take into account the carefully built image of this brand when reselling the Goods. The Buyer shall ensure that all sales of the Goods maintain the brand’s luxury image and comply with the highest industry standards. This includes maintaining a premium shopping environment, professional customer service, and adherence to strict display, packaging, and advertising guidelines provided by Casablanca from time to time. The Buyer hereby acknowledges and agrees that it is a condition of this Contract that the Buyer will only sell the Goods to end consumers at the agreed points of sale, it shall take all reasonable measures to prevent the Goods being resold, transferred or distributed otherwise and cooperate with Casablanca in investigating any suspected violations. If the Buyer wishes to sell, transfer or distribute the Goods otherwise, it must request prior written permission from Casablanca, failure by the Buyer to comply with this clause shall be deemed to be a material breach of this Contract.
7.2 Without prejudice to the generality of clause 7.1, the Buyer shall only be permitted to sell Casablanca Goods online if the online sales channels are specifically agreed and approved in writing with Casablanca in advance. If approved, this means that Casablanca Goods are strictly to be sold via the Buyer’s direct e-commerce website and not to be sold via or on any online marketplace or other 3rd party platforms or under different store names, affiliated businesses or brands. The Buyer will, where applicable, impose the same obligations onto its resellers.
7.3 The Buyer’s website will in no event have the same appearance (look & feel) as the official Casablanca website. When showing images of the Goods, the Buyer will always clearly show the logo of Casablanca, and will also endeavour to refrain from any association or context on its website that could be detrimental to Casablanca or the Goods.
8. Intellectual Property
8.1 All rights relating to designs, designs sketches, images, descriptions, drawings, models and all other existing and established intellectual property rights (including copyrights, design rights, trademarks) are the property of Casablanca.
8.2 The Goods are delivered with Casablanca trademark(s) sewn or otherwise applied to the Goods. The Buyer must not remove such trademark(s) or other proprietary designs affixed to the Goods under any circumstances, and it shall not modify, repackage and/or relabel the Goods. The Buyer may only use Casablanca’s intellectual property right for the purposes of selling the Goods at the agreed points of sale, and has no rights whatsoever to use, copy, reproduce, publish, or make available to any third parties or on online marketplaces or third-party platforms the Casablanca’s trademark(s) or other intellectual property rights, except where approved in writing by Casablanca.
8.3 Marketing. The Buyer shall abide by Casablanca’s marketing instructions and branding guidelines in relation to selling the Goods.
8.4 Where Casablanca reasonably suspects the Buyer has breached clause 7 or this clause 8 and/or has been engaged in activities that may harm Casablanca’s reputation, Casablanca reserves the right to immediately suspend or terminate the Contract, refuse future supply of the Goods, and take legal actions to recover damages in accordance with this Contract. The Buyer shall on demand provide Casablanca all information, documentation and access to all records in relation to its resale of the Goods in connection with any such suspected breach.
8.5 The Buyer shall indemnify and keep indemnified Casablanca in full from and against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Casablanca arising out of, or in connection with the Buyer’s breach of any provision in clause 7 or this clause 8.
9. Warranties
9.1 Subject to the conditions set out below Casablanca warrants that the Goods will:
9.1.1 correspond with their specification at the time of delivery in all material respects;
9.1.2 be free from material defects in design, material and workmanship; and
9.1.3 be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
9.2 Casablanca shall have no liability for any claim in respect of any defect in the Goods which would or could be apparent on inspection or in respect of any damage during transit.
9.3 Casablanca shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to abnormal conditions, failure to follow Casablanca's instructions (whether oral or in writing), misuse or alteration of the Goods without Casablanca's approval, or any other act or omission on the part of the Buyer, its employees or agents or any third party.
9.4 Subject to clause 4.8, Casablanca shall, in respect of Goods received in return by Casablanca and which to the reasonable satisfaction of Casablanca are Defective Goods and which are not visible defects that would or could have been apparent on inspection (a) refund or credit to the Buyer the price of the defective Goods, or (b) replace the Defective Goods by the same Goods, and shall have not further liability to the Buyer.
10. Limitation of liability
10.1 The extent of the parties liability under or in connection with the Contract (whether such liability arises in tort, contract, or in any other way whether or not caused by negligence or misrepresentation) shall be as set out in this clause 10.
10.2 Nothing in this Contract shall limit or exclude Casablanca's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; (d) any matter in respect of which it would be unlawful for Casablanca to exclude or restrict liability.
10.3 Except as expressly provided in this Contract and subject to clause 10.2, Casablanca shall not be liable to the Buyer for any of the following:
10.3.1 loss of profit;
10.3.2 loss of revenue;
10.3.3 loss or corruption of data;
10.3.4 loss of contract;
10.3.5 loss of goodwill or harm to reputation;
10.3.6 loss of savings, discount or rebate;
10.3.7 any indirect or consequential losses or damages; and/or
10.3.8 any wasted expenditure.
10.4 Subject to clause 8.4 and 10.2, Casablanca's total aggregate liability to the Buyer under or in connection with the Contract shall never exceed the total sums paid by Buyer for Goods under the relevant Order.
10.5 Except as expressly set out in this Contract (including in clause 9.1), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
11. Force Majeure
11.1 Neither party shall have any liability under or be deemed to be in breach of this Contract for any delays, hindrances or failures in performance of this Contract which result from circumstances beyond the reasonable control of that party. The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 30 days either party may terminate this Contract by written notice to the other party.
11.2 Casablanca shall not be liable for any delay in, or failure of delivery caused by the Buyer's failure to collect the Goods or by force majeure (as described at clause 11.1).
12. Confidentiality
12.1 The Buyer shall keep confidential all Confidential Information of Casablanca and shall only use the same as required to perform this Contract. The provisions of this clause shall not apply to:
12.1.1 any information which was in the public domain at the date of the Contract;
12.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement; and
12.1.3 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.
12.2 This clause shall remain in force for the duration of the Contract and for a period of five (5) years following termination or expiry.
12.3 The Buyer shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or a regulatory authority.
12.4 For the purposes of this clause 12, “Confidential Information” means any commercial, financial or technical information, information relating to the Goods, plans, know-how, trade secrets or other information which is obviously confidential in nature or has been identified as confidential, or which ought reasonably to be regarded as being confidential in connection with the Contract.
13. General
13.1 This Contract may only be amended in writing signed by duly authorised representatives of the parties.
13.2 This Contract contains the whole agreement between the parties and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to such subject matter. The parties confirm that they have not entered into this Contract on the basis of any representation that is not expressly incorporated into this Contract. Nothing in this Contract excludes liability for fraud.
13.3 The Buyer agrees and undertakes, and shall procure that any person acting on behalf of the Buyer in connection with the Contract, to comply with Casablanca’s policies (as amended from time to time and copies of which are available from Casablanca upon request) and all applicable laws including in connection with anti-bribery and anti-corruption, including ensuring that it has in place adequate procedures to prevent bribery and to ensure that: (a) its personnel; (b) all others associated with the Buyer; and (c) its subcontractors, involved in performing the Contract shall comply accordingly as well.
13.4 The parties shall comply with all applicable obligations under the UK General Data Protection Regulation, as implemented and amended by the Data Protection Act 2018 (“UK GDPR”) and the General Data Protection Regulation (EU) 2016/679 (“EU GDPR”). If either Party breaches its obligations under the UK GDPR or EU GDPR, it shall indemnify, defend, and hold harmless the other Party from and against any claims, liabilities, damages, fines, penalties, costs, and expenses (including reasonable legal fees) arising directly from such breach, except to the extent that the other Party contributed to the breach.
13.5 Except as expressly provided for elsewhere in this Contract, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
13.6 No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.7 Unless stated otherwise, time is of the essence for any date or period specified in the Contract in relation to the Buyer’s obligations only.
13.8 Any notice given to a party under or in connection with this Contract shall be in writing and shall be: (a) delivered by hand or by pre-paid first-class post or other next business day delivery service at its registered office (if a company) or its principal place of business (in any other case); or (b) sent by email to the email address nominated by the parties from time to time.
13.9 If any provision of this Contract is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Contract and rendered ineffective as far as possible without modifying the remaining provisions of this Contract and shall not in any way affect any other circumstances of or the validity or enforcement of this Contract. The Buyer and Casablanca will do their utmost to reach an agreement on a new provision that deviates as little as possible from this invalid or unenforceable provision, given the scope and purpose of the invalid or unenforceable provision.
13.10 The Contract and any dispute or claim arising out of or in connection with it, its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales. The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with the Contract, its subject matter or formation.