Cenfil B.V. is a private limited company registered with the Chamber of Commerce under number 71448497 and is located at Lipsstraat 50 F, 5151 RP in Drunen.

Article 1 – Definitions.

1. In these general terms and conditions, the following terms are used in the following meanings, unless explicitly stated otherwise.
2. Cenfil B.V. also refers to its employees and third parties engaged by it.
3. Company: The natural or legal person acting in the course of their profession or business.
4. Client: the Company that enters into a (remote) agreement with the Service Provider.
5. Service provider: the legal entity that offers services (remotely) to the Client, hereinafter referred to as: Cenfil.
6. Offer: Any written or telephone offer made to the Client by the Service Provider to perform Services.
7. Services: Cenfil offers order processing and storage services.
8. Assignment: the performance of the agreement by Cenfil with regard to the services requested by the customer.
9. Agreement: the agreement for the provision of services commissioned by the Client.
10. The website used by Cenfil is https://www.cenfil.nl.

Article 2 – Applicability.

1. These general terms and conditions apply to every offer made by Cenfil, every agreement between Cenfil and the Client, and every service offered by Cenfil.
2. Before a (distance) agreement is concluded, the Client will be provided with these general terms and conditions. If this is not reasonably possible, Cenfil will inform the Client of the manner in which the Client can view the general terms and conditions, which are in any case published on Cenfil's website so that the Client can easily store these general terms and conditions on a durable data carrier.
3. The possible applicability of general terms and conditions of the Client and third parties is expressly rejected.
4. Deviations from these general terms and conditions are not possible in principle. In exceptional situations, deviations from the general terms and conditions are possible if this has been explicitly agreed with Cenfil in writing.
5. These general terms and conditions also apply to additional, amended, and follow-up orders from the Client.
6. If one or more provisions of these general terms and conditions are partially or wholly invalid or are annulled, the remaining provisions of these general terms and conditions will remain in force, and the invalid/annulled provision(s) will be replaced by a provision with the same meaning as the original provision.
7. Any ambiguities regarding the content, explanation, or situations not covered in these general terms and conditions must be assessed and interpreted in accordance with the spirit of these general terms and conditions.
8. The applicability of Articles 7:404 and 7:407(2) of the Dutch Civil Code is explicitly excluded.

Article 3 – The Offer.

1. All offers made by Cenfil are non-binding, unless expressly stated otherwise in writing. If the offer is limited or valid under specific conditions, this will be expressly stated in the offer.
2. Cenfil is only bound by an offer if its acceptance is confirmed in writing by the Client within 14 days. Nevertheless, Cenfil has the right to refuse an agreement with a potential Client for a reason that Cenfil considers valid.
3. The offer contains a complete and accurate description of the services offered. The description is sufficiently detailed to enable the Client to make a proper assessment of the offer. Obvious mistakes or errors in the offer are not binding on Cenfil. Any images and specific details in the offer are merely indicative and cannot form the basis for any compensation or termination of the agreement.
4. Processing times in Cenfil's offer are indicative and do not entitle the Client to termination or compensation if they are exceeded, unless expressly agreed otherwise.
5. A composite quotation does not oblige Cenfil to deliver part of the items included in the offer or quotation at a corresponding part of the quoted price.

Article 4 – Formation of the agreement.

1. The agreement is concluded at the moment that the Client accepts an Offer from Cenfil.
2. If the Client has accepted the Offer by placing an order with Cenfil, Cenfil will confirm the Client's order in writing by email. Each offer is valid for a maximum of 14 days, after which Cenfil can no longer be held to an Offer.
3. Cenfilis is not bound by an Offer if the Client could reasonably have expected or should have understood or ought to have understood that the Offer contained an obvious mistake or clerical error. The Client cannot derive any rights from this mistake or clerical error.
4. An Offer is valid if it is made in writing or verbally by Cenfil to the Client and subsequently confirmed by Cenfil by email.
5. Cancellation of the agreement free of charge is only possible up to four weeks before the start date of the service. In case of cancellation from three weeks before the start date, the client must pay 50% of the agreed price; from two weeks before the start date, 75%; and in case of cancellation from one week before the start date, the client must pay the full agreed amount.
6. The right of withdrawal does not apply if work is carried out within 14 days of the conclusion of the agreement.

Article 5 – Term of the agreement.

1. If and insofar as an agreement has been concluded between the Client and Cenfil, the duration of this agreement shall be in accordance with what the parties have agreed.
2. Both the Client and Cenfil may terminate the agreement on the grounds of an attributable failure to perform the agreement if the other party has been given written notice of default and has been given a reasonable period of time to fulfill its obligations, and it fails to do so in an attributable manner. This also includes the Client's payment and cooperation obligations.
3. The termination of the agreement does not affect the Client's payment obligations if Cenfil has performed work or delivered services at the time of termination. The Client must pay the agreed fee.
4. The parties are entitled to terminate an agreement prematurely with one month's notice without giving reasons. During this month, current orders will be executed in accordance with the agreement.
5. Both the Client and Cenfil may terminate the agreement in whole or in part with immediate effect, without further notice of default, if one of the parties is in suspension of payments, has filed for bankruptcy, or the company in question ceases to exist due to liquidation or other than the merger or reconstruction of the company. If a situation as described above arises, Cenfil shall never be obliged to refund any money already received and/or pay compensation.
6. In the event of dissolution or cancellation of the agreement, orders already received will be processed in accordance with the agreement. If the Client suffers damage as a result, this will be at the expense and risk of the Client.

Article 6 – Additional work and changes.

1. If, during the execution of the agreement, it becomes apparent that the agreement needs to be amended and/or supplemented, or if, at the Client's request, further work is required to achieve the Client's desired result, the Client is obliged to compensate Cenfil for this additional work in accordance with the agreed rate. Cenfil is not obliged to comply with this request and may require the Client to enter into a separate agreement for this purpose.
2. If and insofar as a specific price has been agreed for the provision of certain services, and the performance of those services leads to additional (urgent) work, or additional storage space is required that cannot reasonably be considered to be included in the price quoted in advance, Cenfil is entitled to charge these costs to the Client.

Article 7 – Prices and payment.

1. All prices are exclusive of sales tax (VAT) and other taxes. The prices shown are guidelines only and may differ from the actual invoice amount. All services will be charged to the Client on the basis of actual costs incurred.
2. In case of urgency, or if Cenfil is required to perform its work urgently at the Client's request, the Client is obliged to reimburse the additional costs incurred as a result of the urgency.
3. If the Parties have agreed on a down payment, this down payment must be paid by the Client before Cenfil commences its work.
4. The client cannot derive any rights or expectations from a budget provided in advance, as this is a guideline and the actual invoiced prices may differ from this.
5. In the event of a periodic payment obligation on the part of the Client, Cenfil is entitled to adjust the applicable prices and rates in accordance with the NEA index, subject to a notice period of at least three months.
6. Unless expressly agreed otherwise, invoicing takes place on a weekly basis.
7. The client is obliged to pay for Cenfil's services in full as specified in the agreement and must pay the agreed amount within seven days of the invoice date. The first payment must be made in advance.

Article 8 – Volume scale.

1. The volume scale is based on the total number of packages sent (excluding returns) on an annual basis. The volume calculation covers a period of twelve (12) months, starting on the effective date of the collaboration. Cenfil will apply the selected rate based on the selected scale. If the total number of parcels in a contract year falls into a higher or lower scale, a subsequent adjustment will be made. The adjustment is calculated as follows: total number of parcels sent in the relevant contract year multiplied by the difference between the rate charged and the rate of the correct scale. The correct scale that the number of parcels sent in that contract year should have fallen into. This means that for a lower volume, the difference will be charged retrospectively, and for a higher volume, the difference in rate will be credited. If the collaboration is legally terminated during the contract year, the numbers (and therefore the correct scale) will be calculated pro rata.

Article 9 – Collection policy.

1. If the Client fails to meet its payment obligation and has not fulfilled its obligation within the specified payment term of 7 days, the Client will be in default.
2. From the date on which the Client is in default, Cenfil will, without further notice of default, claim the statutory (commercial) interest (being at least 5% per annum) from the first day of default until full payment, and compensation for extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code, calculated according to the scale set out in the Decree on compensation for extrajudicial collection costs of July 1, 2012.
3. If Cenfil has incurred additional or higher costs that are reasonably necessary, these costs will be eligible for reimbursement. The legal and enforcement costs incurred will also be borne by the Client.
4. Cenfil has the right to apply payments made first to reduce the costs, then to reduce the interest due, and finally to reduce the principal and current interest. Cenfil may, without being in default, refuse an offer of payment if the Client specifies a different order of allocation. Cenfil may refuse full repayment of the principal if the accrued and current interest and the costs are not also paid.

Article 10 – Performance of the agreement.

1. Cenfil will endeavor to perform the agreement with the utmost care, as may be expected of a good contractor. All services will be performed on the basis of a best-efforts obligation, unless a result has been explicitly agreed in writing and described in detail.
2. When performing the services, Cenfil is not obliged or required to follow the Client's instructions if this would change the content or scope of the agreed services. If the instructions result in additional work for Cenfil, the Client is obliged to reimburse the additional or extra costs accordingly.
3. If the Client wishes Cenfil to carry out an assignment urgently, the Client must pay an additional rush fee on top of the agreed quotation amount. All urgent assignments must be paid for in advance.
4. Cenfil is entitled to engage third parties at its own discretion for the performance of the services.
5. If Cenfil discovers damage to the Client's goods and/or products during the performance of its services, Cenfil will inform the Client as soon as possible, but no later than 12 hours after discovering the damage. If the damage is discovered upon receipt of the Client's products and/or goods, Cenfil will not be liable for this. Cenfil will also not be liable if the damage is caused by a party other than Cenfil.

Article 11 – Delivery.

1. If the commencement, progress, or delivery of the services or work is delayed because, for example, the Client has not provided all the requested information or has not provided it on time, has not cooperated sufficiently, the advance payment has not been received by Cenfil on time, or due to other circumstances that are at the expense and risk of the Client, Cenfil is entitled to a reasonable extension of the delivery period.
2. All damage and additional costs resulting from delays due to a cause mentioned in paragraph 1 are at the expense and risk of the Client and will be charged to the Client by Cenfil.
3. In the event of phased implementation, or if the Client is required to give approval, Cenfil is entitled to suspend the implementation of the agreement until the Client has given its approval.
4. Cenfil will make every effort to provide the services within the agreed time frame, insofar as this can reasonably be expected of it. In case of urgency, the Client is obliged to reimburse Cenfil for any additional costs incurred.
5. The nature of Cenfil's work means that work can only commence once all the necessary information has been provided by the Client. The Client bears the risk and any (damage) if he/she has not provided the necessary information in a timely manner and expressly indemnifies Cenfil against all consequences and any resulting damage for the Client and Cenfil.

Article 12 – Packaging and Transport.

1. Cenfil is entitled to determine the method of packaging, shipping, and transport independently, without following any instructions from the Client.
2. Cenfil undertakes to the client to package the goods to be delivered properly so that they reach their destination in good condition under normal use.
3. The risk of damage is always borne by the Client. Cenfil is not liable for damage of any nature or form whatsoever related to the transport and delivery of the goods.
4. Cenfil is not responsible for incorrect delivery addresses and requests for changes after an order has been placed.
5. Returns will only be processed if they are returned with the accompanying packing slip.

Article 13 – Orders, storage, and warehousing.

1. The minimum order quantity per month is set at 50. Even if the number of orders is lower, a minimum of 50 orders per month will be invoiced.
2. The impact of products is free of charge, provided that the products have a barcode and a purchase order from the system used at Cenfil.
3. The basic principle is that the number of orders per month must be at least equal to the number of locations used*. If the number of orders per month is lower than the number of locations used, costs will be charged for the difference.
4. For the delivery of products, a surcharge applies for pallets other than Euro Pallets.
5. The volume scale used is based on the total number of packages to be shipped (excluding returns) on an annual basis. To avoid additional charges afterwards, a quarterly evaluation is carried out and, if necessary, the classification in the scale is adjusted.

*Locations:

• The average size of a location is W30cm H35cm D50cm. Products outside this size are placed on a pallet location. One pallet location is equivalent to 25 locations.
• The quotation will include a detailed example, including any storage costs, as standard.

Article 14 – Transfer of risk.

1. The risk of theft and loss, misappropriation, or damage to data, documents, software, data files, and/or items used, created, stored, or delivered in the context of the performance of the agreement lies with the Client. The Client is responsible for and obliged to take out adequate insurance covering damage in the event of fire, water damage, theft, and other circumstances that may cause damage to its products or items stored in Cenfil's warehouse, as well as damage that may occur during delivery of the products and/or items.

Article 15 – Privacy, data processing, and security.

1. Cenfil handles the (personal) data of the Client and Users of the website with care and will only use it in accordance with the privacy statement. If requested, Cenfil will inform the person concerned about this. Questions about the processing of personal data and further information can be sent by email to info@cenfil.nl.
2. The Client is responsible for the processing of data that is processed using a Cenfil service. The Client also guarantees that the content of the data is not unlawful and does not infringe on any third-party rights. In this context, the Client indemnifies Cenfil against any (legal) claims related to this data or the execution of the agreement.
3. If Cenfil is required to provide information security under the agreement, this security will comply with the agreed specifications and a level of security that is not unreasonable in view of the state of the art, the sensitivity of the data, and the associated costs.

Article 16 – Suspension.

1. Cenfil has the right to retain the data, data files, products, goods, and other items it has received or produced if the Client has not yet (fully) fulfilled its payment obligations, even if it would be obliged to do so if it had been paid.
2. Cenfil is entitled to suspend the fulfillment of its obligations as soon as the Client is in default of fulfilling any obligation arising from the agreement, including late payment of its invoices. The suspension will be confirmed to the Client in writing immediately. In that case, Cenfil shall not be liable for any damage, in whatever form, resulting from the suspension of its activities.
3. Furthermore, Cenfil is authorized to terminate the agreement without prior notice of default if circumstances arise that are of such a nature that fulfillment of the agreement is impossible or can no longer be demanded in accordance with standards of reasonableness and fairness, or if other circumstances arise that are of such a nature that unaltered maintenance of the agreement cannot reasonably be expected.
4. If the agreement is terminated, Cenfil's claims against the Client will become immediately due and payable. If Cenfil suspends the fulfillment of its obligations, it will retain its rights under the law and the agreement.
5. Cenfil reserves the right to claim damages at all times.

Article 17 – Force majeure.

1. Cenfil shall not be liable if it is unable to fulfill its obligations under the agreement as a result of a force majeure situation.
2. Force majeure on the part of Cenfil shall in any case include, but is not limited to: (i) force majeure on the part of Cenfil's suppliers, (ii) the failure of suppliers to properly fulfill obligations prescribed or recommended by the Customer to Cenfil, (iii) defects in goods, equipment, software, or materials from third parties, (iv) government measures, (v) power failures, (vi) malfunctions of the internet, data network, and telecommunications facilities (e.g., due to cybercrime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems, and (x) other situations which, in Cenfil's opinion, are beyond its control and which temporarily or permanently prevent it from fulfilling its obligations.
3. If a force majeure situation lasts longer than two months, the agreement may be terminated in writing by either party. If any services have already been performed under the agreement, in such a case a proportional settlement will be made without any liability on the part of either party towards the other.
4. Cenfil has the right to invoke force majeure if the circumstance preventing (further) performance occurs after Cenfil should have fulfilled its obligation.
5. If, at the time of the occurrence of force majeure, Cenfil has already partially fulfilled its obligations under the agreement or will be able to fulfill them, and the fulfilled or to be fulfilled part has independent value, Cenfil is entitled to invoice the already fulfilled or to be fulfilled part separately. The client is obliged to pay this invoice as if it were a separate agreement.

Article 18 – Limitation of liability.

1. If the provision of services and/or execution of assignments by Cenfil leads to liability on the part of Cenfil, that liability shall be limited to the costs charged in connection with the assignment, up to a maximum of the amount paid by the Client during one year.
2. Cenfil is not liable for consequential damage, indirect damage, business damage, loss of profit and/or loss suffered, lost savings, damage due to business interruption, and damage resulting from the use of services provided by Cenfil.
3. The amount of compensation is further limited to the maximum amount paid out by Cenfil's liability insurance per event per year.
4. Cenfil is not liable for damage that is or may be the result of any action or omission based on (incomplete and/or incorrect) information on the website or that of linked websites.
5. Cenfil is not responsible for errors and/or irregularities in the functionality of the website, malfunctions, or the unavailability of the website for any reason whatsoever.
6. Cenfil is not responsible for the correct and complete transmission of the content of emails sent by or on behalf of Cenfil, nor for their timely receipt.
7. The client guarantees the accuracy and completeness of the information provided by him in relation to the assignment. Cenfil expressly excludes all liability for any (consequential) damage arising from this.
8. All claims by the Client due to shortcomings on the part of Cenfil will lapse if they are not reported to Cenfil in writing, stating reasons, within one year after the Client became aware or could reasonably have become aware of the facts on which it bases its claims.

Article 19 – Confidentiality.

1. Cenfil and the Client undertake to maintain confidentiality regarding all confidential information obtained in the context of an assignment. Confidentiality arises from the assignment or from information that can reasonably be expected to be confidential.
2. If Cenfil is required by law or court order to disclose confidential information to the law or competent court or designated third party, and Cenfil cannot invoke a right of non-disclosure, Cenfil shall not be liable for any compensation and the Client shall not be entitled to terminate the agreement.
3. Cenfil and the Client also impose the confidentiality obligation on third parties engaged by them.

Article 20 – Intellectual Property Rights.

1. All intellectual property rights and copyrights of Cenfil are vested exclusively in Cenfil and are not transferred to the Client.
2. The Client is prohibited from disclosing and/or reproducing, modifying, or making available to third parties any documents and software subject to Cenfil's intellectual property rights and copyrights without Cenfil's express prior written consent and an agreed financial compensation. If the Client wishes to make changes to items delivered by Cenfil, Cenfil must give its explicit consent to the proposed changes.
3. The Client is prohibited from using the products to which Cenfil's intellectual property rights apply in any way other than as agreed in the agreement.
4. If the Client discovers an infringement of Cenfil's intellectual property rights, or otherwise suspects a (possible) infringement of IP rights and copyrights, the Client shall notify Cenfil of this as soon as possible.

Article 21 – Indemnification and accuracy of information.

1. The Client is responsible for the accuracy, reliability, and completeness of all data, information, documents, and/or records that it provides to Cenfil in connection with an assignment. The Client is also responsible for this if this data originates from third parties.
2. The client indemnifies Cenfil against any liability arising from failure to fulfill the obligations set out in the previous paragraph, either in whole or in part, or failure to fulfill them on time.
3. The Client indemnifies Cenfil against any claims from third parties relating to intellectual property rights on the data and information provided by the Client, which may be used in the performance of the assignment or agreement.
4. If the Client provides Cenfil with electronic files, software, or information carriers, the Client guarantees that these are free of viruses and defects.

Article 22 – Complaints.

1. If the Client is dissatisfied with Cenfil's service or products or has any other complaints about the execution of its assignment, the Client is obliged to report these complaints as soon as possible, but no later than two weeks after the event that gave rise to the complaint. Complaints can be reported to viainfo@cenfil.nlmet with the subject line "complaint."
2. The complaint must be sufficiently substantiated and/or explained by the Client in order for Cenfil to be able to process it.
3. Cenfil will respond to the complaint as soon as possible, but no later than 14 days after receiving it.
4. The parties will attempt to reach a solution together.

Article 23 – Applicable law.

1. The legal relationship between Cenfil and the Client is governed by Dutch law. The applicability of the Vienna Sales Convention (CISG) is expressly excluded.
2. Cenfil may unilaterally amend these general terms and conditions. The most recent version can be found on the website.
3. All disputes arising from or in connection with the agreement between Cenfil and the Client shall be settled by the competent court of Zeeland-West-Brabant, location Breda, unless provisions of mandatory law dictate otherwise.