Terms and conditions
1.1 These General Terms and Conditions apply to all legal relationships between Centimo B.V. (hereinafter referred to as “Centimo”) and the party (hereinafter to be referred to as (“Purchaser”) obtaining products or services (hereinafter jointly referred to as “the Goods”) from Centimo.
1.2 Deviations from and amendments to these General Terms and Conditions only have effect if agreed to in writing by Centimo.
1.3 In as far as the provisions in a contract between Centimo and Purchaser deviate from the General Terms and Conditions, the provisions of that contract prevail.
1.4 Applicability of any general terms and conditions of Purchaser or any other party is expressly rejected.
1.5 If any provision of these General Terms and Conditions is void or nullified, the other stipulations of these General Terms and Conditions will remain in full force.
2.1 All offers are without any obligation to Centimo, unless explicitly indicated otherwise in the offer.
2.2 Centimo’s offers are valid for a period of 30 days, unless explicitly indicated otherwise in the offer. The offer does not result in any obligation for Centimo until Purchaser’s order has been accepted by Centimo in compliance with these General Terms and Conditions.
2.3 Centimo is not bound by any verbal statements, unless Centimo has confirmed these statements in writing.
2.4 Any contract between Centimo and Purchaser comes into effect on the date Centimo confirms the order of Purchaser in writing, or in the absence of such written confirmation, on the date of Centimo’s delivery of the Goods to Purchaser.
2.5 Centimo reserves the right to refuse an order from Purchaser at its discretion.
3. Price and Delivery
3.1 All prices are exclusive of value added tax (VAT) and other government levies, as well as possible costs to be made within the scope of the contract, including but not limited to shipment, storage and/or administrative charges.
3.2 All prices for products include standard package but exclude freight, insurance and other transportation costs, unless explicitly stipulated otherwise in the contract. Freight, insurance and other transportation costs shall be invoiced separately based on the actual costs incurred by Centimo.
3.3 Centimo is authorised to increase its prices if costs of labour, materials and transport have been increased between the date of Centimo’s confirmation of the order and the date of delivery, and to compensate any changes in exchange rates during that period.
3.4 Any agreed delivery period commences on the date of Centimo’s confirmation of Purchaser’s order. The mere exceeding of this term of delivery does not cause Centimo to be in default. Delivery after the agreed delivery date does not entitle Purchaser to damages, dissolution of the contract or any other action against Centimo.
3.5 The Goods sold by Centimo to Purchaser will be delivered to Purchaser delivered duty paid (DDP Incoterms 2000), unless the contract stipulates otherwise.
3.6 Centimo will inform Purchaser in time of the date on which Centimo intends to deliver the Goods.
3.7 Centimo reserves the right to deliver the Goods in more than one shipment.
3.8 The Goods will be delivered as much as reasonably possible in conformity with the specifications provided by Centimo to Purchaser. Centimo reserves the right to amend the Goods subject to the condition that such amendments will neither decrease the quality of the Goods nor increase the price.
3.9 Purchaser has to inform Centimo in writing of complaints about incomplete or incorrect deliveries within 10 days after delivery, under penalty of limitation of any claim against Centimo.
3.10 The risk for loss or damage of the Goods passes to Purchaser at delivery thereof.
4.1 Purchaser must pay all invoices within 30 days of the invoice date.
4.2 If Purchaser fails to meet its payment obligations in full within the 30-day payment period, Purchaser shall be in default without Centimo having to serve notice thereof. Once Purchaser is in default, Centimo is authorised to claim compensation of the statutory interest on the outstanding amount as from the date Purchaser was first in default. Once in default, Purchaser is obliged to fully pay the amount due as well as fully compensate Centimo for any extrajudicial costs and costs connected with the collection of the claim. This compensation is fixed at a minimum of 15% of the total amount due. Gedeponeerd bij de KvK te Amsterdam onder nummer 33254385 2 261006.
4.3 Purchaser is not entitled to set off the amount(s) due or defer payment, not even if Purchaser’s complaint concerning incomplete or incorrect delivery is accepted by Centimo or is being under Centimo’s consideration.
4.4 Centimo reserves the right to suspend the delivery of the Goods if Purchaser has not fulfilled all his payment obligations towards Centimo.
5.1 In regard of Goods being products produced by Centimo, Centimo warrants replacement of (part of) the delivered Goods or a refund of (part of) the price of the delivered Goods if the Goods show a defect within 1 month after delivery. Replacement and refund shall be subject to the delivered Goods being used, maintained and kept in strict conformity with the instructions of Centimo and Centimo having been able to determine the defect of the delivered Goods.
5.2 In regard of Goods being products produced by anyone other than Centimo (hereinafter referred to as “the producer”), Centimo grants warranty on the delivered Goods if and in as far as the producer of these Goods has granted a warranty to Centimo.
5.3 If Goods being products are redelivered or refunded to Purchaser, without warranty being applicable or a defect having been found, Centimo is entitled to charge the costs thereof to Purchaser.
5.4 In regard of Goods being services provided to Purchaser, Centimo provides these services and the products used in connection with these services on an “as is” and “as available” basis.
5.5 Except for the warranty as referred to under 5.1 and 5.2, Centimo disclaims any and all warranties, conditions, or representations (express, implied, oral or written), relating to the goods, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose.
6. Liability of the Centimo
6.1 Centimo’s liability for claims arising under the contract or relating to any Goods delivered to the Purchaser, shall be limited to and Purchaser’s remedies shall in no event exceed three times the contract price, unless otherwise agreed in the contract. Alleged liability of Centimo does not limit Purchaser’s obligation to pay any amounts due under any contract with Centimo.
6.2 Centimo shall not be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption, or loss of profit or goodwill, arising out of delivery of the Goods to and the use of the goods by Purchaser.
6.3 Centimo disclaims any liability for damage as a result of or connected with the fulfilment of the contract other than as referred to in 6.1, except if and in as far as the damage is caused by Centimo’s own acts or omissions and such acts or omissions are considered to be gross negligence or wilful misconduct.
6.4 Centimo does not accept any contractual or statutory liability for any immaterial or material damage that is caused directly or indirectly through delivery or use of the Goods delivered by Centimo.
7. Force majeure
7.1 Centimo is not obliged to fulfil any obligation if he is impeded to do so as a result of force majeure. Force majeure in any case includes unavailability of materials and omissions or default of Centimo’s suppliers or subcontractors.
7.2 In the event of force majeure, the delivery period will be extended with the term during which Centimo is unable to deliver due to force majeure. During this period Purchaser is not entitled to terminate the contract. If the agreed delivery period is extended by more than three months due to force majeure, both Centimo and Purchaser may dissolve the contract without either party being entitled to any compensation or damages.
8. Intellectual Property Rights
8.1 Centimo reserves all rights concerning intellectual or industrial property in any way related to or concerning the Goods, also in the event the Goods were developed or created at the specific request of Purchaser and based on information provided by him.
9. Applicable law
9.1 The legal relationship between Centimo and Purchaser is governed exclusively by Netherlands law.
9.2 Any disputes that may arise based on or in connection with a contract to which these General Terms and Conditions apply, or subsequent contracts that may arise from it, will be submitted to the competent court in the district of Amsterdam, The Netherlands, unless another court has jurisdiction pursuant to a mandatory provision of Netherlands law. The applicability of the Vienna Sales Convention is expressly excluded.