Terms and Conditions

1. Centimo: Centimo B.V., established in the Netherlands and registered with the Trade Register, also referred to as the “seller”.
2. Customer: any natural person or legal entity acting in the course of a profession or business that enters into or negotiates an agreement with Centimo. In these terms, this party is consistently referred to as the “customer”.
3. Webshop Customer: a business customer classified by Centimo as a standard online customer and subject to the commercial conditions set by Centimo.
4. Business Member, Wholesale Entry Member and Wholesale Member: business customers that may be classified by Centimo in these customer categories and are subject to the commercial conditions set by Centimo, including MOQ, MYQ, minimum order value and any discount schemes.
5. MOQ: the minimum order quantity or minimum order value set by Centimo per order, item, packaging, variant, customer group or delivery.
6. MYQ: the minimum annual purchase volume, minimum annual quantity or minimum annual turnover set by Centimo per item, product group, customer group or trading relationship.
7. Agreement: any arrangement between Centimo and the customer concerning the sale and delivery of goods and any related services.
8. Centimo sells exclusively to business customers acting in the course of a profession or business. Centimo does not sell to consumers. By placing an order, the customer declares that it is not acting as a consumer.
9. These terms apply to all offers, quotations, order confirmations, agreements, deliveries and repeat orders of Centimo.
10. Any deviation is valid only if confirmed in writing by Centimo.
11. Any purchasing conditions or other general terms of the customer are expressly rejected.
12. If the customer includes in an order, instruction, purchase confirmation, portal, email, document or other communication a provision rejecting Centimo’s terms, declaring the customer’s own purchasing conditions applicable, or making a similar counter-declaration, that provision is expressly rejected by Centimo and is not deemed accepted. Placing an order, accepting an order confirmation or taking delivery of goods constitutes acceptance of the applicability of these Centimo terms, unless Centimo expressly confirms otherwise in writing.
13. If any provision is void or unenforceable, the remaining provisions remain effective. The parties shall replace the relevant provision with a valid provision that most closely reflects its purpose.

Article 2 – Offers, Product Information and Formation of the Agreement

1. All offers and quotations are non-binding unless they expressly state a period of validity.
2. An agreement is formed once Centimo confirms an order in writing, begins performance or makes the goods available.
3. Centimo’s order confirmation governs the type, quantity, price, packaging, delivery method and other specifications.
4. Images, samples, colours, dimensions, weights, compositions and other product information are indicative. Customary and technically unavoidable deviations do not entitle the customer to reject the goods, claim a discount or seek compensation.
5. Advice concerning application, processing, dosage or suitability is general in nature. The customer remains responsible for its own tests and for determining whether the product is suitable for the intended use.
6. Changes or cancellation by the customer are valid only after written acceptance by Centimo. Centimo may charge costs incurred, materials purchased, customised goods produced and lost margin.

Article 3 – Online Ordering via the Website

1. Centimo may require orders to be placed exclusively through its official website or the online customer account designated by Centimo. Centimo determines from which date and for which customer groups, including Business Customers and Wholesale Customers, this method is mandatory.
2. Once online ordering has been made mandatory for a customer or customer group, orders placed by email, telephone, chat, verbally or through an employee are regarded only as requests. An agreement is formed only after the order has been placed or processed through the system designated by Centimo and subsequently confirmed separately by Centimo.
3. An automatic acknowledgement of receipt, shopping-cart confirmation or technical notification only confirms receipt of the order and does not constitute final acceptance. The agreement is formed only through a separate order confirmation from Centimo.
4. The customer is responsible for the accuracy and completeness of all order, product, invoice, delivery, export and contact details and must check these before submitting the order.
5. The customer must secure its account, usernames and passwords and prevent unauthorised use. Orders placed through the customer’s account are deemed to have been placed by the customer, unless Centimo was informed in writing of demonstrable misuse before processing.
6. In the event of differences between the online entry, an automatic acknowledgement of receipt and the final order confirmation, Centimo’s final order confirmation prevails.
7. Centimo may reject, correct, suspend or cancel an online order in the event of pricing or entry errors, inventory discrepancies, technical failures, incorrect information, sanctions or compliance risks, credit issues, or failure to meet the applicable MOQ or MYQ.
8. In the event of a technical failure or another exceptional circumstance, Centimo may temporarily permit another ordering method. This does not give the customer the right to place future orders outside the website or online customer account.
9. In these terms, “in writing” also includes communication by email and through an electronic ordering or customer system used by Centimo. Electronic order confirmations, invoices and other messages have the same validity as paper documents.
10. Notices, formal notices of default, complaints and other declarations to Centimo must be sent in writing to info@centimo.nl. An electronic message is deemed received on the first working day after it is sent, unless the sender receives an error message. The customer must ensure that Centimo always has its current postal and email address.

Article 4 – Data Processing and Privacy

1. Centimo processes business contact, account, order, payment, delivery and compliance data for performance of the agreement, administration, fraud prevention, credit checks, sanctions screening and compliance with legal obligations.
2. The customer warrants that it lawfully provides Centimo with personal data relating to employees, contact persons and other parties involved and, where necessary, informs them about this disclosure and processing.
3. For these purposes, Centimo may use service providers and share data with payment, logistics, administrative, credit information, fraud prevention, sanctions screening and public authorities, among others, insofar as necessary or legally required.

Article 5 – Prices and Taxes

1. All prices exclude VAT, transport, insurance, import duties, taxes, levies, permits, inspections, bank charges and other additional costs, unless stated otherwise in writing.
2. Centimo may pass on demonstrable increases in prices of raw materials, energy, wages, packaging, transport, exchange rates, taxes or government levies occurring after the quotation. For customised or specially purchased goods, this also applies after the order has been confirmed.
3. The customer may reject a price increase only if Centimo agrees in writing to cancellation. Costs already incurred and customised goods remain payable.

Article 6 – Changes to Products and Product Range

1. Centimo may change or discontinue products, formulations, packaging, colours, content sizes, item numbers and product ranges at any time.
2. Centimo is not obliged to supply replacement goods unless it has confirmed this in writing.
3. A change to or discontinuation of an item does not entitle the customer to performance, replacement, a discount or compensation, except where mandatory law provides otherwise.

Article 7 – Payment and Security

1. For deliveries within the Netherlands, a payment term of 14 calendar days from the invoice date applies, unless agreed otherwise in writing.
2. Customers outside the Netherlands must make full payment in advance. Centimo is not required to produce, reserve or deliver until full and irrevocable payment has been received.
3. Centimo may at any time require a deposit, advance payment, additional security, a bank guarantee, credit insurance or other security, including where it has doubts about the customer’s creditworthiness. Centimo may change or withdraw credit limits.
4. Payment must be made without discount, set-off or suspension. Bank and transaction charges are for the customer’s account.
5. If the payment term is exceeded, the customer is in default without a formal notice of default being required. From the due date, statutory commercial interest is payable, together with all extrajudicial and judicial collection costs. Extrajudicial costs amount to at least 15% of the outstanding amount, with a minimum of €250, insofar as legally permitted.
6. All Centimo’s claims become immediately due and payable in the event of late payment, attachment, an application for or declaration of bankruptcy, suspension of payments, liquidation, termination of the business, placement under administration or management, if the customer is otherwise no longer able to meet its payment obligations, or if Centimo reasonably doubts the customer’s creditworthiness.
7. Centimo may suspend its obligations, cancel deliveries or terminate the agreement immediately without liability as long as amounts or required security are outstanding, or if the customer fails to provide a requested advance payment, additional security or bank guarantee on time.

Article 8 – Delivery, Time Limits and Partial Delivery

1. Delivery takes place under the delivery term and at the location stated in the quotation or order confirmation.
2. Delivery times are indicative and are not strict deadlines, unless expressly agreed otherwise in writing.
3. A delay entitles the customer to terminate only after Centimo has been given written notice of default and a reasonable additional period has expired without performance. There is no right to compensation for delay, except in the event of intent or deliberate recklessness by Centimo’s management.
4. Centimo may deliver in instalments and invoice each partial delivery separately.
5. The customer must take delivery as soon as the goods are ready or offered. Additional storage, waiting, return and transport costs caused by late acceptance are for the customer’s account.
6. Centimo may deliver and invoice quantities within customary production or packaging tolerances.

Article 9 – Delivery Terms, Transport, Risk, Delivery and Import

1. Centimo offers only the following Incoterms® rules under Incoterms® 2020: EXW, FCA, CPT, DAP and CIF. Each agreed rule is stated in the quotation or order confirmation with the exact place, terminal, port or destination.
2. Unless Centimo expressly states another delivery term in writing in the quotation or order confirmation, EXW Centimo business premises, Incoterms® 2020, applies. Under EXW, the customer collects the goods from Centimo and arranges and bears the transport, export formalities, costs and risks from the agreed collection location.
3. FCA – Centimo arranges export, the customer arranges the main transport. Centimo delivers the goods, after completing the agreed export formalities, to the carrier designated by the customer at the stated place. From that moment, the customer bears the costs and risks of further transport.
4. CPT – Centimo pays transport to the agreed destination. Risk passes to the customer once Centimo has handed the goods over to the first carrier. Transport insurance is not included unless agreed otherwise in writing.
5. DAP – Centimo delivers to the customer at the agreed destination. Centimo arranges transport to the stated destination. Unloading, import formalities, import duties, taxes, permits and other import costs are for the customer’s account and risk.
6. CIF – sea container including transport insurance. CIF is used only for transport by sea or inland waterway to the agreed port of destination. Centimo pays the sea freight and takes out transport insurance with the minimum cover required for CIF under Incoterms® 2020. Risk passes to the customer when the goods are placed on board the vessel at the port of shipment. Unloading, import formalities, import duties, taxes and transport beyond the port of destination are for the customer’s account, unless agreed otherwise in writing.
7. Costs, risks and obligations pass in accordance with the agreed Incoterms® rule. Where no Incoterms® rule applies, risk passes when the goods leave Centimo’s business premises or are made available to the carrier.
8. Unless agreed otherwise in writing, import duties, local taxes, customs clearance, permits, product registrations, inspections, customs storage and other costs in the country of destination are for the customer’s account and risk.
9. The customer must provide all correct information and documents for transport, export and import in good time. Loss and costs caused by incorrect or late information are for the customer’s account.
10. All loss, fines, duties, charges, additional assessments, storage costs, delays, administrative costs and other adverse consequences suffered by Centimo because the customer fails to comply with its customs, export, import, documentation or compliance obligations, whether in full or on time, are fully for the customer’s account. Centimo is entitled to invoice these amounts and/or set them off against any next payment, turnover credit, discount, refund or other claim of the customer against Centimo, to the extent legally permitted.
11. If Centimo arranges transport on the basis of an explicit agreement, freight costs, transport costs, fuel surcharges, carrier surcharges, forwarding costs and other transport-related costs are charged separately to the customer, unless expressly agreed in writing that these costs are included in the sale price.
12. If no explicit agreement has been made regarding the delivery term, transport or freight costs, but Centimo does arrange the transport in practice, Centimo may charge all freight costs, transport costs, fuel surcharges, carrier surcharges, forwarding costs and other transport-related costs separately to the customer.
13. If freight costs, transport costs, fuel surcharges, carrier surcharges, port charges, waiting times, route costs or other transport-related costs increase after the quotation or order confirmation, Centimo may charge these increases separately to the customer, even if the transport had already been agreed or included in the order confirmation.
14. Centimo never delivers on a DDP basis. Import duties, local taxes, customs clearance, permits, product registrations, inspections and other obligations or costs in the country of destination always remain for the customer’s account and risk.
15. A carrier arranged by Centimo does not act as Centimo’s representative. Centimo is not liable for acts or omissions of independent carriers, freight forwarders or customs agents, except where mandatory law provides otherwise.
16. If a parcel service, carrier or freight forwarder has registered a shipment as delivered according to track-and-trace information, delivery confirmation, scan, signature, delivery photograph or similar record, Centimo will regard the shipment as delivered and received by the customer. The delivery registration constitutes sufficient proof of delivery between Centimo and the customer. A customer’s dispute of receipt does not affect the payment obligation and does not entitle the customer to suspend payment, set off amounts, demand free additional delivery, claim credit, request a refund or seek compensation from Centimo, even if the customer states that it did not actually receive the shipment, unless mandatory law provides otherwise or the non-receipt is demonstrably caused exclusively by intent or deliberate recklessness on the part of Centimo.

Article 10 – Inspection, Complaints and Returns

1. The customer must inspect the goods immediately upon receipt for quantity, packaging, visible damage and discrepancies.
2. Visible defects or shortages must be reported in writing and with clear supporting evidence within 5 working days after delivery. Hidden defects must be reported within 5 working days after discovery and no later than 3 months after delivery.
3. A complaint must include at least the order and invoice number, item, batch number, quantity, clear photographs and a description of the defect. The customer must retain the goods and packaging for inspection.
4. Processing, resale or use constitutes acceptance regarding defects that could reasonably have been identified earlier.
5. Returns are permitted only with Centimo’s prior written consent and in accordance with its instructions. Unauthorised returns will be refused. Return costs and risk are for the customer’s account, unless the complaint is justified.
6. A complaint does not suspend the payment obligation.

Article 11 – Warranty and Remedy

1. Centimo warrants that the goods comply with the specifications agreed in writing at the time of delivery.
2. In the event of a timely and justified complaint, Centimo may choose to repair, replace, make an additional delivery or credit the relevant part of the invoice.
3. The warranty lapses in the event of incorrect storage, processing, dosage, mixing, transport, exposure to moisture, light, temperature or chemicals, normal wear and tear, modification by third parties, or use contrary to instructions.
4. The customer is responsible for application tests, legal approvals, labelling and suitability for a specific process, product or country, unless Centimo has expressly guaranteed this in writing.

Article 12 – Liability and Indemnity

1. Centimo is liable only for direct loss that is the direct result of an attributable failure.
2. Centimo is not liable for indirect loss, including consequential loss, loss of profit, lost turnover, production stoppage, loss of customers, reputational damage, penalties, recalls and third-party loss.
3. Total liability per event or related series of events is limited to the net invoice amount of the relevant delivery. If the insurer provides cover, liability is limited to the insurance payment plus the applicable deductible.
4. A claim lapses if it is not reported in writing within 12 months after the event causing the loss.
5. These limitations do not apply in the event of intent or deliberate recklessness by Centimo’s management or insofar as mandatory law provides otherwise.
6. The customer indemnifies Centimo against third-party claims arising from resale, processing, labelling, advertising, use, storage or application of the goods by or under the responsibility of the customer, except insofar as the loss was demonstrably caused exclusively by Centimo.

Article 13 – Force Majeure

1. Force majeure means any circumstance beyond Centimo’s reasonable control that makes performance temporarily or permanently impossible or disproportionately burdensome.
2. This includes war, sanctions, export or import bans, government measures, pandemics, fire, flooding, cyber incidents, power or system failures, strikes, transport problems, port closures, shortages of raw materials, energy or personnel, and failures by suppliers or carriers.
3. Centimo may suspend its obligations for as long as the force majeure continues. If the situation lasts longer than 60 days, either party may terminate the unperformed part in writing without compensation.
4. Services already performed and costs already incurred remain payable.

Article 14 – Retention of Title

1. All goods delivered remain Centimo’s property until the customer has paid in full all present and future claims arising from the trading relationship, including interest and costs.
2. The customer must keep the goods identifiable and carefully stored, insure them adequately and not pledge or otherwise encumber them.
3. The customer may resell or process the goods in the ordinary course of business. This authority ends immediately in the event of late payment.
4. The customer irrevocably authorises Centimo, in the event of default, to repossess the goods and grants access to the place where they are located. Repossession does not affect Centimo’s other rights.
5. If the law of the country where the goods are located requires additional acts for a valid retention of title, the customer must fully cooperate at its own expense.

Article 15 – Intellectual Property and Confidentiality

1. All rights in formulations, mixing ratios, product development, designs, samples, documentation, images, trade names, trademarks and know-how of Centimo remain with Centimo or its licensors.
2. Without written consent, the customer may not copy this information, analyse it for the purpose of imitation, disclose it to third parties or use it outside the agreement.
3. The parties must keep commercially sensitive information confidential, including after termination of the agreement.

Article 16 – Sanctions, Export Control and Compliance

1. The customer must comply with all applicable sanctions, export control measures, trade restrictions, anti-bribery rules, customs rules and other legislation.
2. The customer declares that it, its ultimate beneficial owners, directors, involved banks and intended end users are not subject to applicable sanctions.
3. The customer must not use, sell, supply or transport the goods directly or indirectly to a prohibited destination, party or end use and must prevent diversion to sanctioned countries or parties.
4. On request, the customer must promptly provide all information concerning the end user, end use, destination, ownership and payment route.
5. Without liability, Centimo may refuse a quotation, suspend or terminate an order, and block or refund payments where compliance may conflict with legislation, sanctions, banking policy or export controls.
6. The customer indemnifies Centimo against loss, fines, costs and claims resulting from a breach of this article.

Article 17 – Currency and Exchange-Rate Changes

1. Invoices must be paid in the currency stated on the invoice.
2. If the price is based on a currency other than the invoice currency and the exchange rate changes by more than 3% to Centimo’s disadvantage before delivery, Centimo may adjust the undelivered part proportionately.
3. Exchange-rate, conversion, correspondent-bank and payment risks are for the customer’s account. The payment obligation is fulfilled only when Centimo has received the full invoice amount freely available.

Article 18 – Suspension, Termination and Consequences

1. Centimo may immediately suspend its obligations or terminate the agreement in full or in part if the customer fails to perform, provides insufficient security, becomes insolvent, ceases business operations, or becomes involved in a sanctions or compliance risk.
2. Upon termination, all amounts become immediately due and payable. The customer must reimburse costs already incurred, reserved capacity, purchased materials, customised goods and reasonable cancellation costs.
3. Provisions intended by their nature to continue, including payment, liability, retention of title, confidentiality, indemnity and governing law, remain in effect.

Article 19 – Governing Law and Disputes

1. All legal relationships, agreements and every language version of these terms are governed exclusively by Dutch law.
2. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
3. The parties will first attempt to resolve any dispute through good-faith consultation.
4. All disputes, regardless of the language in which the agreement or these terms were drawn up, will be submitted exclusively to the competent Dutch court in the district where Centimo has its registered office, unless Centimo chooses to bring proceedings against the customer before another competent Dutch court.
5. The Dutch version of these terms is always decisive and controlling. Translations are provided solely for information and as a practical service. In the event of differences, ambiguities, inconsistencies or errors in a translation, only the Dutch text applies. To the extent permitted by law, Centimo is not liable for loss, costs, damage or other consequences arising from a translation error, incorrect interpretation or use of a translated version.

Article 20 – Use and Provision

1. Centimo makes these terms available before or when the agreement is concluded, digitally or on paper.
2. The customer is responsible for retaining the version received.
3. Centimo may amend these terms. For existing agreements, the version provided when the agreement was concluded remains applicable, unless the parties agree otherwise in writing.

Article 21 – Customer Categories, MOQ, MYQ, Minimum Order Value, Discounts and Export Documentation

1. Centimo may classify customers into different customer categories, including Webshop Customer, Business Member, Wholesale Entry Member and Wholesale Member. Classification is based on, among other things, customer type, order value, realised or expected annual turnover, order frequency, payment behaviour and Centimo’s commercial assessment.
2. For Webshop Customers, Centimo’s standard online conditions apply, including the prices shown on the website or in the online account, standard packaging, available payment methods and available shipping or delivery methods. Deviating prices, packaging, payment conditions or delivery arrangements apply only if confirmed in writing by Centimo.
3. A customer may qualify for Business Member status if there is an expected or realised annual turnover of at least €750. Admission as a Business Member also requires a minimum initial order of €250. Business Member status is granted only after assessment and approval by Centimo.
4. A new customer wishing to become a Wholesale Member but having no turnover history with Centimo may be temporarily classified as a Wholesale Entry Member. This status requires a minimum initial order of €3,000. A Wholesale Entry Member may receive an entry discount of 5%, unless agreed otherwise in writing.
5. A customer may qualify for Wholesale Member status if there is realised or demonstrably expected annual turnover of at least €25,000. Wholesale Member status does not give an automatic or continuing right to a discount and may be reassessed annually by Centimo.
6. Centimo may set an MOQ, MYQ and minimum order value for each order, item, package, variant, customer group or trading relationship. Centimo may apply different levels and conditions by customer category, customer, item, market, country, packaging or delivery method.
7. Centimo may set, increase, decrease or otherwise adjust the MOQ, MYQ and minimum order value at any time and without stating reasons. A change applies to new orders and to quotations or pricing arrangements not yet confirmed in writing by Centimo.
8. The applicable MOQ, MYQ and minimum order value are provided on request or stated in a quotation, price list, order confirmation, customer agreement, website, online customer account or other commercial document issued by Centimo.
9. Centimo may refuse, suspend or terminate an order or trading relationship that does not meet the applicable customer category, MOQ, MYQ, minimum order value or other commercial conditions, or apply a surcharge for administration, documentation, packaging, order processing, export formalities and handling, among other things. Acceptance of a one-off deviation does not oblige Centimo to allow that deviation again later.
10. The wholesale discount may be built up on the basis of the realised turnover within the calendar year. From realised annual turnover of €5,000, a discount of 5% may apply. From €10,000, a discount of 10% may apply. From €15,000, a discount of 15% may apply. From €25,000, a maximum discount of 20% may apply.
11. Centimo determines per product group, item, discount group, customer category or customer whether the discount scale applies. Products subject to separate volume prices, net prices, promotional prices, customised prices or deviating pricing arrangements may be excluded from this scheme in whole or in part. Discounts do not in principle apply to snow products, unless Centimo expressly confirms otherwise in writing.
12. If, based on the realised calendar-year turnover, a customer is, in Centimo’s opinion, entitled to a higher discount than the discount already applied, Centimo may grant the difference as turnover credit. This turnover credit is settled only against the next order and is not paid out in cash.
13. The customer status and any discount rights are assessed by Centimo at most once per calendar year. If a customer starts during the calendar year, Centimo may apply the turnover thresholds pro rata based on the remaining part of that calendar year.
14. Centimo reserves the right to grant, refuse, amend or withdraw a customer category, discount, turnover credit or annual bonus. Deviating arrangements are valid only if confirmed in writing by Centimo.
15. A previously granted customer status, discount, turnover credit or annual bonus does not create any acquired right to future application. Centimo may amend the scheme if commercial, operational, credit-related, product-related or market circumstances give reason to do so.
16. For deliveries outside the European Union and deliveries requiring additional documentation, Centimo may charge separately for certificates of origin, legalisations, export declarations, phytosanitary certificates, safety data sheets, supplier declarations, product certificates, customs and export documentation, and other documents required by the customer, carrier, freight forwarder, bank or public authority.
17. These costs may be invoiced separately, regardless of the order value, customer category, discount, turnover credit or agreed sale price.
18. Additional or subsequently required export, customs, banking, transport or product documentation may also be charged separately by Centimo during performance of the order or after delivery, insofar as such documentation is required by the customer, carrier, freight forwarder, bank, public authority or other party involved, or proves necessary.

Article 22 – Taxes, Import Duties and Levies

1. Unless agreed otherwise in writing, all import duties, import levies, anti-dumping duties, VAT, sales tax, excise duties, withholding tax and other local taxes are for the customer’s account.
2. If Centimo is assessed for taxes, levies or costs that are for the customer’s account under these terms, the customer must reimburse them in full upon first request.
3. The customer indemnifies Centimo against claims by public authorities arising from incorrect, incomplete or late information provided by the customer.

Article 23 – Packaging and Suitability for Transport

1. Centimo packages goods in a manner it considers suitable for normal transport.
2. Specific requirements for export packaging, moisture protection, palletisation, container loading, labelling, markings or certification must be agreed in writing in advance.
3. The related additional costs will be invoiced separately.

Article 24 – Entire Agreement

1. These terms, together with the quotation, order confirmation and written supplementary agreements, constitute the entire agreement between the parties.
2. Verbal commitments, agreements or statements by Centimo’s employees or representatives are binding only if Centimo has confirmed them in writing.
3. In the event of conflict, the written supplementary agreement prevails, followed by the order confirmation, the quotation and finally these terms, unless agreed otherwise in writing.

Article 25 – Assignment, Pledging and Performance by Third Parties

1. The customer may not assign, pledge or outsource rights or obligations under the agreement, or have them performed by a third party, without Centimo’s prior written consent.
2. Centimo may assign, pledge or outsource its rights, claims, obligations and contractual position in full or in part, without the customer’s consent and without stating reasons, or have them performed by third parties, including a group company, financier, service provider or a third party that continues its business in full or in part.
3. Insofar as necessary, the customer agrees and consents in advance to an assignment by Centimo and waives the right to terminate, suspend or amend the agreement solely for that reason, to the extent legally permitted.
4. Assignment or performance by third parties does not release the customer from its obligations towards Centimo or its legal successor.

Article 26 – Failure to Take Delivery of Goods

1. After Centimo has sent the order confirmation, the purchase agreement is binding, unless Centimo agrees to cancellation in writing. The customer’s failure to take delivery of the goods, or failure to do so on time or in full, does not affect the payment obligation and does not entitle the customer to cancellation, suspension, set-off, discount or compensation.
2. The customer must take delivery of the goods on the agreed date or, if no date has been agreed, immediately after Centimo has notified the customer that they are ready.
3. From that moment, all risks pass to the customer and the goods become fully payable.
4. From the first day, Centimo may charge reasonable storage, insurance, handling, waiting, demurrage, detention, return and transport costs.
5. If the customer does not take delivery within 14 days, Centimo may give a final 7-day period for acceptance in writing.
6. After that period expires, Centimo may, without court intervention, terminate the agreement in full or in part, store the goods elsewhere, sell them to a third party, destroy them or dispose of them in another reasonable manner.
7. All resulting costs and loss, including depreciation, price difference, storage, transport, destruction and lost margin, are for the customer’s account. Any net proceeds from a sale to a third party will be deducted from the claim after all costs have been deducted.
8. These measures do not affect any other rights of Centimo, including the right to full payment, additional compensation, interest, costs and performance.

Article 27 – Specially Produced and Purchased Goods

1. Orders for customised goods, private-label products, special colours or formulations, special packaging, specially purchased raw materials and other goods manufactured or purchased to the customer’s specifications cannot be cancelled after order confirmation.
2. Such goods cannot be returned unless Centimo has agreed otherwise in writing in advance.
3. The customer must pay all costs already incurred and still unavoidable, even if production or delivery cannot be completed due to an act or omission by the customer.

Article 28 – Returns

1. Returns are permitted only with Centimo’s prior written consent and in accordance with Centimo’s instructions.
2. Consent to a return does not constitute acceptance of liability or confirmation that a complaint is justified.
3. Transport costs and risks of returns are for the customer’s account, unless agreed otherwise in writing.
4. Centimo may refuse returns that are used, processed, damaged, incomplete, incorrectly packaged or not identifiable.

Article 29 – Limitation Period for Claims

1. Every claim by the customer against Centimo lapses twelve months after the date on which the claim arose and the customer knew or reasonably could have known of it.
2. Claims relating to a defect in any event lapse twelve months after the delivery date.
3. A timely complaint or notice of liability interrupts this limitation period only if the customer commences legal proceedings within six months thereafter, unless the parties agree in writing on another solution or period.
4. This article does not apply insofar as mandatory law prescribes a longer period.

Article 30 – Product Liability, Testing and Use

1. The customer is fully responsible for testing the suitability, safety, legal permissibility and performance of the goods for its specific application, market and country.
2. Advice, samples, dosages, product specifications and technical information provided by Centimo are based on available knowledge and experience but do not guarantee a specific result.
3. For colourants, dyes, flower dyes and comparable products, Centimo does not guarantee any exact colour, colour intensity, colour distribution, absorption, effect or final result. The outcome may vary due to, among other things, flower type, variety, freshness, absorption capacity, water quality, pH value, temperature, dosage, pre-treatment, mixing with other products, absorption time, light, storage and the customer’s method of application. The customer must always carry out its own application tests before commercial use or resale.
4. The customer must follow all instructions concerning use, storage and safety and ensure that its customers and end users are correctly and fully informed.
5. The customer remains responsible for processing, mixing, labelling, packaging, advertising, resale and end use of the goods.
6. The customer indemnifies Centimo against claims arising from incorrect or untested use, an application outside the agreed specifications, or non-compliance with local legislation.

Article 31 – Trademarks and Other Intellectual Property Rights

1. Purchasing goods does not grant the customer any right to use Centimo’s trade names, trademarks, logos, photographs, texts, packaging designs or other intellectual property rights without prior written consent.
2. The customer must not apply for any trademark, trade name, domain name, design or other registration that is identical to or may cause confusion with Centimo’s rights.
3. Permission for use is limited, revocable and non-transferable and ends immediately upon termination of the trading relationship, unless agreed otherwise in writing.
4. The customer must immediately notify Centimo of any suspected infringement or unauthorised use of which it becomes aware.