Terms & Conditions

These Terms and Conditions (“Agreement”) govern the provision of products and services by Creave (“Creave,” “we,” “us,” or “our”) to business entities (“Client,” “you,” or “your”). This Agreement constitutes a legally binding contract between Creave and the Client.

1. Governing Law and Dispute Resolution

This Agreement, and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of Germany, without regard to its conflict of law principles.

The parties agree to first attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement, including its existence, validity, breach, or termination, amicably through good faith negotiations. Should such negotiations fail to yield a resolution within thirty (30) days, the parties agree to submit the dispute to mediation administered by the Singapore International Mediation Centre (SIMC) in accordance with its prevailing mediation rules.

If the dispute remains unresolved following mediation, it shall be referred to and finally resolved by binding arbitration. The specific arbitral institution shall be determined by the Client’s primary geographical region of operation as follows:

• Clients based in the European Union (EU): Arbitration shall be conducted before the International Chamber of Commerce (ICC) in Paris, France, in accordance with the ICC Rules of Arbitration.
• Clients based in the Middle East: Arbitration shall be conducted before the Dubai International Arbitration Centre (DIAC) in Dubai, UAE, in accordance with the DIAC Arbitration Rules.
• Clients based in all other regions: Arbitration shall be conducted before the Hong Kong International Arbitration Centre (HKIAC) in Hong Kong, in accordance with the HKIAC Administered Arbitration Rules.
  The language of the arbitration shall be English. The arbitral award shall be final and binding upon both parties, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The parties expressly waive any right to appeal or review of an arbitral award, to the extent permissible by law.

2. Scope of Agreement and Definitions

This Agreement applies exclusively to business entities that provide a valid Value Added Tax (VAT) identification number (or equivalent tax identification) and appropriate documentation evidencing their authority to enter into procurement agreements on behalf of their respective organizations.

For the purposes of this Agreement, the following definitions shall apply:

• “Customized Design” refers to any technical solution, specification, drawing, or model for a kitchen sink, including but not limited to edge craftsmanship, drainage structures, material specifications, or aesthetic features, that is either Commissioned by the Client and developed by Creave or Co-created through collaborative efforts between the Client and Creave.
• “Intellectual Property Rights” include patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

The ownership of Intellectual Property Rights in Customized Designs shall be determined as follows:

Client-Provided Designs: For designs, specifications, or technical solutions independently provided by the Client to Creave for manufacturing purposes, Creave shall be granted a global, exclusive, royalty-free license to manufacture the sinks based on said designs for a period of five (5) years from the date of the first commercial production run. This exclusivity pertains to Creave’s right to manufacture and does not restrict the Client’s ownership of its pre-existing Intellectual Property.

Collaboratively Developed Designs: For Customized Designs that are the result of joint development efforts between Creave and the Client, the Intellectual Property Rights shall be jointly owned, unless otherwise agreed in writing. The Client may be granted regional sales exclusivity for products incorporating such collaboratively developed designs, contingent upon the Client achieving a mutually agreed annual Minimum Order Quantity (MOQ), benchmarked at five thousand (5,000) units, or as otherwise specified in a separate written agreement.

3. Transaction Execution Details

3.1. Pricing and Price Adjustments

Product prices shall be determined based on the prevailing raw material cost indices, particularly for stainless steel, as of the date of order confirmation by Creave. In the event of a significant fluctuation in the cost of stainless steel, defined as a variation exceeding five percent (5%) from the index price at the time of order confirmation, Creave reserves the right to adjust the product price accordingly. Creave shall provide the Client with written notification of any such price adjustment, including supporting justification based on market indices, prior to production and shipment. The Client shall have the option to accept the revised price or cancel the affected portion of the order without penalty if notification is provided within five (5) business days of receiving Creave’s price adjustment notice.

3.2. Delivery Timelines and Penalties for Delay

The agreed-upon delivery timeline, as specified in the order confirmation, is a critical performance indicator under this Agreement. Creave commits to exercising commercially reasonable efforts to meet these timelines. In the event of a delay in delivery attributable to Creave (excluding delays caused by force majeure events, Client-requested changes, or third-party logistics failures beyond Creave’s direct control), the following penalties shall apply:

Penalties for delay shall be the Client’s sole and exclusive remedy for such delays, unless the delay constitutes a fundamental breach of the Agreement.

3.3. Custom Molds and Tooling

For Customized Designs requiring the creation of specific molds or tooling, such molds or tooling shall be maintained and stored by Creave for a period of two (2) years following the cessation of active production of the corresponding product. After this two-year period, the Client may request continued storage of the molds or tooling by Creave, subject to the payment of an annual storage and maintenance fee, the amount of which will be communicated by Creave upon request. If the Client does not opt for continued storage, Creave reserves the right to dispose of or repurpose the molds or tooling.

4. Quality Assurance and Acceptance

Creave warrants that its products will be free from manufacturing defects in materials and workmanship under normal use and service for a period specified in the product documentation or order confirmation.

Upon arrival of the goods at the designated port of entry, the Client shall have a period of seven (7) calendar days to conduct an initial inspection and notify Creave in writing of any alleged quality defects or discrepancies (“Quality Objection”). Such Quality Objection must be accompanied by detailed evidence, including photographs and a description of the alleged defect.

Should a Quality Objection be raised, the Client is required to commission an independent re-inspection of the goods by a mutually recognized third-party inspection agency, such as SGS (Société Générale de Surveillance) or TÜV (Technischer Überwachungsverein), at the Client’s initial expense.

• Confirmed Manufacturing Defect: If the third-party inspection report substantiates that the goods suffer from a manufacturing defect attributable to Creave, Creave shall bear the full costs of the third-party inspection and, at its sole discretion, either replace the defective goods free of charge or issue a credit note for the value of the defective goods. Creave will also cover reasonable shipping costs associated with the return of defective goods and shipment of replacement goods.
• Unfounded Claim: If the third-party inspection report concludes that the Quality Objection is unfounded or that the alleged defects are not attributable to Creave’s manufacturing process (e.g., damage due to improper handling post-delivery, transit damage not covered by Creave’s shipping terms, or issues arising from Client specifications), the Client shall be responsible for all costs associated with the third-party inspection. Furthermore, Creave reserves the right to charge the Client a retrospective audit and administrative fee of two thousand Euros (€2,000) to cover its internal costs incurred in investigating the unfounded claim.

Warranty Exclusions: This warranty does not cover, and Creave shall not be liable for, any damage or defects resulting from:

• Use of the products in applications or environments for which they were not designed, specifically excluding use in non-food related scenarios such as chemical laboratories or industrial processing, unless expressly agreed in writing by Creave.
• Failure to install, operate, or maintain the products in accordance with Creave’s official installation manuals, guidelines, or standard industry practices.
• Modifications, alterations, or repairs made to the products by anyone other than Creave or its authorized representatives.
• Normal wear and tear, cosmetic damage, or issues arising from improper storage or handling by the Client or third parties.

5. Intellectual Property Protection

Creave invests significantly in research and development and holds various Intellectual Property Rights related to its products and technologies. Core technologies, including but not limited to the innovative sink drainage channel structure (e.g., German Patent No. DE2024C001), are protected under applicable intellectual property laws, including the German Design Act (Geschmacksmustergesetz) and international patent and design conventions.

Any unauthorized use, reproduction, modification, distribution, or reverse engineering of Creave’s Intellectual Property Rights, including its patented designs, trademarks, or copyrighted materials, shall constitute an infringement and will be pursued vigorously. In the event of such infringement, the infringing party shall be subject to the following cumulative liabilities and remedies, without prejudice to any other rights or remedies available to Creave under law or equity:

• Liquidated Damages: The infringing party shall be liable to pay Creave liquidated damages equivalent to three hundred percent (300%) of the infringing party’s gross annual sales revenue generated from the products incorporating or benefiting from the infringed Intellectual Property.
• Traceability Audit Fee: The infringing party shall bear the costs of a comprehensive traceability audit, conducted by an independent auditor appointed by Creave, to determine the scope and extent of the infringement. A fixed fee of fifteen thousand Euros (€15,000) shall be payable by the infringing party for this audit, irrespective of its findings, in addition to any variable costs of the audit itself.
• Injunctive Relief and Customs Intervention: Creave shall be entitled to seek immediate injunctive relief to prevent further infringing activities, including but not limited to applications for customs seizure and sales bans on infringing products in relevant jurisdictions.

The Client expressly undertakes and agrees not to disclose any confidential information, technical specifications, design details, or proprietary know-how related to Customized Designs developed in collaboration with Creave, or any of Creave’s proprietary technologies, to any third party, particularly to competing manufacturers or platforms (including, but not limited to, entities such as Blanco or Elkay), without the prior written consent of Creave. This obligation of confidentiality shall survive the termination or expiration of this Agreement.

6. Limitation of Liability and Termination

6.1. Limitation of Liability

To the maximum extent permitted by applicable law, Creave’s total aggregate liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited as follows:

• Indirect or Consequential Losses: Creave shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of business, loss of revenue, loss of goodwill, loss of anticipated savings, or data loss, even if advised of the possibility of such damages. Creave’s maximum liability for any such indirect or consequential losses, if found liable despite this exclusion, shall not exceed fifty percent (50%) of the total value of the specific order giving rise to the claim.
• Data Breach Liability: In the event of a data breach involving Client data for which Creave is directly responsible and found negligent, Creave’s maximum liability shall be capped at one hundred thousand Euros (€100,000) per incident or series of related incidents.
• Supply Chain Interruption: For disruptions in the supply chain directly attributable to Creave’s gross negligence or willful misconduct (excluding force majeure events), Creave’s liability shall be limited to a refund of any prepayment made by the Client for undelivered goods plus a compensatory amount not exceeding twenty percent (20%) of such prepayment.

These limitations of liability shall not apply to liability for death or personal injury caused by Creave’s negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be excluded or limited under German law.

6.2. Termination

This Agreement may be terminated by the non-breaching party (“Compliant Party”) with immediate effect by providing written notice to the other party (“Defaulting Party”) upon the occurrence of any of the following events:

The Defaulting Party becomes insolvent, enters into bankruptcy proceedings (voluntary or involuntary), makes an assignment for the benefit of creditors, or has a receiver or administrator appointed over its assets.

The Defaulting Party’s credit rating, as assessed by a reputable international credit rating agency, falls below ‘CCC’ (or its equivalent).

The Client’s aggregate order volume from Creave experiences a sustained decline of more than forty percent (40%) year-over-year for two (2) consecutive years, compared to the average of the preceding two years, without a mutually agreed-upon justification.

Upon termination of this Agreement for any reason:

• Creave shall, for a period of five (5) years from the date of termination, continue to make commercially reasonable efforts to supply the Client with spare parts and accessories for products previously purchased by the Client, subject to availability and prevailing prices.
• Any exclusive molds or tooling developed specifically for the Client and paid for by the Client shall, at the Client’s option and expense, either be returned to the Client or be verifiably destroyed by Creave, with such destruction to be attested by a notarized certificate.

Termination shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.

7. Agreement Amendment and Digital Interaction

7.1. Amendments

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by duly authorized representatives of both Creave and the Client. Email correspondence shall not be deemed sufficient to amend this Agreement unless explicitly stated otherwise and confirmed by a formal written addendum.

7.2. Digital Interaction and Tools

Creave is committed to leveraging digital technologies to enhance transparency, efficiency, and operational clarity in its B2B interactions. To this end, Creave provides its Clients with access to certain digital tools and platforms, including:

Dynamic Terms Summary Tool: This interactive tool, accessible via the Client’s secure login portal, provides a customized and filtered view of key contractual terms relevant to the Client’s specific profile and business model. For example:

• Trading Companies and Distributors: May primarily view summaries focusing on regional resale restrictions, exclusivity clauses, Minimum Order Quantities (MOQs), and brand usage guidelines.
• Engineering Contractors and Project Specifiers: May primarily view summaries focusing on on-site goods acceptance protocols, technical specification compliance, warranty claim procedures, and installation support documentation. This tool is provided for convenience and quick reference; in case of any discrepancy, the full text of this formally executed Agreement shall prevail.

Contract Performance Visualization Module: Creave offers a module that provides a visual representation of the contract fulfillment lifecycle through a responsibility and progress matrix. This tool allows Clients to track key milestones and responsibilities, from the initial prepayment locking in production capacity, through manufacturing stages, quality control checkpoints, third-party inspection scheduling and results (if applicable), to final shipment and delivery. This module aims to provide real-time or near real-time visibility into the order fulfillment process, fostering proactive communication and collaborative issue resolution.

The use of these digital tools is subject to Creave’s standard terms of use for its digital platforms, which will be made available to the Client. Creave makes no warranties regarding the uninterrupted availability or error-free operation of these digital tools but will use commercially reasonable efforts to maintain their functionality and accuracy.

8. Miscellaneous

• Entire Agreement: This Agreement, together with any schedules, annexes, or order confirmations explicitly incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, negotiations, representations, and understandings, whether oral or written.
• Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving to the maximum extent possible the original intent of the parties. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision shall not affect the validity and enforceability of the rest of this Agreement.
• Notices: All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth in the most recent order confirmation or as otherwise designated by a party in writing.
• Assignment: Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.
• Force Majeure: Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (except for payment obligations) if such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event beyond a party’s reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

By placing an order with Creave, the Client acknowledges that it has read, understood, and agrees to be bound by these Terms and Conditions.