SUPPLIER TERMS
CENTIAN LLC
PURCHASE ORDER TERMS AND CONDITIONS
September 2026
These Purchase Order Terms and Conditions (these "Terms") apply to each purchase order issued by Centian LLC ("Buyer") to the seller, supplier, manufacturer, distributor, broker, or other vendor identified on the face of the purchase order ("Seller") for the purchase of goods, materials, ingredients, components, documentation, services ancillary to such goods, or other items identified in the purchase order (collectively, the "Goods"). The term "Order" means the purchase order issued by Buyer, together with these Terms and any specifications, quality requirements, shipping instructions, or other documents incorporated by Buyer by reference.
Definitions. For purposes of these Terms, "COA" means any certificate of analysis, certificate of compliance, manufacturer certificate, laboratory report, test report, specification sheet, manufacturer specification, product specification, or similar quality, analytical, or technical document relating to the Goods.
1. Applicability; Controlling Terms; Seller Forms.
This Order is an offer by Buyer to purchase the Goods from Seller in accordance with and subject only to this Order. This Order, together with any documents expressly incorporated by Buyer by reference, constitutes the sole and entire agreement of the parties with respect to the Goods ordered and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, warranties, and communications, both written and oral, with respect to the subject matter of the Order.
Buyer expressly limits Seller's acceptance to the terms and conditions of this Order. These Terms prevail over and exclude all terms and conditions contained in any quotation, invoice, order confirmation, acknowledgment, sales confirmation, quality agreement, supplier portal, website terms, email, packing slip, certificate, label, bill of lading, or other document or communication issued or provided by Seller or any third party, whether before or after Buyer issues the Order, and whether or not such terms are material, inconsistent, additional, or different. Buyer objects to and rejects all such additional or different terms. No Seller terms shall become part of the Order by course of performance, course of dealing, usage of trade, shipment, payment, acceptance of Goods, or Buyer's failure to object to Seller's terms.
No quality agreement, supplier agreement, confidentiality agreement, portal term, vendor form, or other document shall amend, supplement, supersede, or otherwise modify these Terms unless such document: (a) specifically states that it amends these Purchase Order Terms and Conditions; (b) identifies the particular provisions being amended; and (c) is signed by Buyer's Chief Executive Officer, Chief Operating Officer, or another officer expressly authorized in writing by Buyer to amend these Terms. No sales representative, quality-control employee, logistics employee, accounts-payable employee, or other employee or agent of Buyer has authority to amend, waive, or override these Terms unless such authority is expressly granted in writing by Buyer's Chief Executive Officer or Chief Operating Officer.
If a separate written agreement signed by Buyer's authorized officer and Seller expressly governs the same Goods, such agreement shall control only to the extent it directly conflicts with these Terms and only if such agreement expressly states that it supersedes or amends these Terms for the applicable Order. Otherwise, these Terms control.
2. Acceptance; Acknowledgment; No Shipment After Hold.
Seller accepts and becomes bound by this Order upon the earliest of: (a) Seller's written, electronic, or email acknowledgment of the Order; (b) Seller's shipment of any Goods; (c) Seller's commencement of performance; (d) Seller's issuance of an invoice, packing list, certificate of analysis, or other document referencing the Order; or (e) Seller's other conduct recognizing the existence of the Order. Buyer may withdraw or cancel the Order at any time before acceptance.
If Buyer requests written acknowledgment, Seller shall provide such acknowledgment within two (2) Business Days after receipt of the Order unless another period is stated on the face of the Order. "Business Day" means any day on which national banking institutions in Raleigh, North Carolina are open to the public and not required or authorized to close.
If Buyer places an Order, shipment, lot, batch, or any Goods on hold by written notice, including by email, Seller shall not ship the affected Goods unless and until Buyer provides written release. If Seller ships Goods after Buyer has placed the Order or Goods on hold, Buyer may reject the Goods, return them at Seller's risk and expense, and require Seller to credit, refund, replace, or otherwise remedy the shipment as Buyer directs.
3. Delivery Date; Time of the Essence; Cancellation.
For purposes of this Section 3 and the remainder of these Terms, the "Price" means the price stated on the face of the Order, as adjusted under these Terms, and "Losses" means all losses, injuries, deaths, damages, liabilities, claims, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, and expenses, including reasonable attorneys' and professional fees, costs of enforcing indemnification rights, and costs of pursuing insurance providers.
Seller shall deliver the Goods in the quantities and on the date(s), within the shipment period, or by the required date specified in the Order or otherwise agreed by Buyer in writing (the "Delivery Date"). Time is of the essence. Seller shall promptly notify Buyer in writing by email to the Buyer contact stated on the Order, with a copy to ap@centianusa.com (or any updated accounts-payable/accounting email stated on the Order), of any actual or anticipated delay, shortage, documentation issue, quality issue, regulatory issue, customs issue, or other circumstance that may affect Seller's ability to comply with the Order. Notice sent only to an outdated, inactive, or unused email address is not effective unless actually received by Buyer's authorized personnel.
If Seller fails to deliver conforming Goods in full on or before the Delivery Date, Buyer may, without limiting any other right or remedy, cancel all or any portion of the Order, purchase substitute goods from another source, and charge Seller for all resulting Losses. Buyer may reject early shipments, late shipments, partial shipments, or shipments that do not conform to the Order unless Buyer expressly accepts them in writing.
Buyer may cancel this Order, in whole or in part, at any time before shipment upon written notice to Seller. If Buyer cancels for convenience after Seller has already shipped conforming Goods in strict compliance with the Order before receiving Buyer's cancellation notice, Buyer will pay the Price for such conforming Goods actually delivered and accepted by Buyer, subject to Buyer's inspection, rejection, setoff, and other rights under these Terms. Buyer shall have no liability for undelivered Goods, work in process, lost profits, consequential damages, cancellation charges, restocking fees, or other charges unless expressly agreed in a writing signed by Buyer's authorized officer.
4. Quantity.
Seller shall deliver the exact quantity of Goods ordered unless Buyer expressly agrees otherwise in writing. If Seller delivers more or less than the quantity ordered, Buyer may reject all or any portion of the shipment. Rejected Goods shall be returned to Seller at Seller's risk and expense. If Buyer accepts a delivery of Goods in an increased or reduced quantity, the Price shall be adjusted pro rata unless Buyer otherwise agrees in writing.
5. Shipment; Delivery Location; Shipping Documents; COA Approval.
Seller shall ship the Goods to the delivery location and under the shipping terms stated on the face of the Order or otherwise directed by Buyer in writing (the "Delivery Location"). If the Order specifies an Incoterm, such Incoterm shall be interpreted in accordance with Incoterms 2020 (or any later version expressly stated in the Order) unless the Order states otherwise. If the Order does not specify delivery terms, delivery shall be DDP Delivery Location for Goods originating outside the United States and FOB destination Delivery Location for Goods originating inside the United States, in each case unless Buyer agrees otherwise in writing. Seller shall not substitute a different delivery location, warehouse, carrier, route, shipment method, or Incoterm without Buyer's prior written consent.
Seller shall give Buyer written notice of shipment when the Goods are tendered to the carrier and shall comply with all shipment, routing, documentation, labeling, palletization, packaging, customs, and delivery instructions stated in the Order or otherwise provided by Buyer in writing. The Order number must appear on all shipping documents, shipping labels, bills of lading, air waybills, invoices, packing lists, certificates of analysis, certificates of compliance, correspondence, and other documents relating to the Order.
Unless Buyer expressly agrees otherwise in writing, Seller shall provide Buyer with complete and accurate shipping and quality documents, including the certificate of analysis ("COA"), invoice, packing list, bill of lading or air waybill, country-of-origin documentation, customs documentation, manufacturer documentation, and all other documents necessary to release, receive, verify, test, inspect, or resell the Goods. Seller shall provide the COA and any other documents reasonably requested by Buyer no later than twenty-four (24) hours before shipment. If the Order states that COA approval is required before shipment, Seller shall not ship the Goods until Buyer has approved the COA in writing. Seller is responsible for all fees, storage charges, demurrage, detention, customs delays, lost sales, rejection costs, and other Losses arising from late, incomplete, inaccurate, inconsistent, or missing documents.
6. Packaging; Palletization; Damage Before Buyer Custody.
Seller shall package, label, palletize, load, seal, and ship the Goods in accordance with the Order, applicable law, applicable food-grade, dietary supplement, cosmetic, or other applicable standards, the Goods' storage and handling requirements, and industry best practices. If Buyer has not provided specific instructions, Seller shall package, palletize, and load the Goods in a manner sufficient to ensure that the Goods are delivered to the Delivery Location in undamaged, uncontaminated, and conforming condition.
Without limiting Seller's obligations, Seller is responsible for damage, loss, contamination, leakage, deterioration, infestation, temperature abuse, moisture exposure, broken packaging, inadequate sealing, improper palletization, faulty pallets, incorrect loading, failure to use required pallets or top sheets, and other shipment or handling issues occurring before Buyer takes custody of the Goods or otherwise caused by Seller, Seller's carrier, Seller's logistics provider, Seller's manufacturer, or any other party for whom Seller is responsible. If Goods arrive damaged or compromised and such damage or compromise is not directly caused by Buyer after Buyer takes custody, Seller shall, at Buyer's election, credit, refund, replace, or otherwise reimburse Buyer for the affected Order and all related Losses.
7. Price; No Increases.
The Price is the price stated on the face of the Order, as adjusted under these Terms. Unless the Order states otherwise, the Price includes all packaging, labeling, palletization, loading, transportation, insurance, customs duties, tariffs, brokerage charges, governmental charges, taxes, and other costs necessary to deliver the Goods to the Delivery Location in compliance with the Order. No increase in the Price is effective, whether due to increased material, labor, tariffs, duties, freight, insurance, taxes, exchange rates, or other costs, unless Buyer expressly agrees in a writing signed by Buyer's authorized officer.
8. Inspection; Rejection; Customer Rejection Pass-Through.
Buyer and Buyer's customers have the right to inspect, test, sample, evaluate, quarantine, reject, or accept the Goods at any time before or after delivery, payment, resale, or further distribution. Inspection, testing, payment, resale, use, or failure to inspect shall not reduce or waive Seller's obligations or Buyer's rights and remedies. Buyer may conduct additional inspections or testing after Seller has attempted any remedial action.
Buyer or Buyer's customer may reject all or any portion of the Goods if Buyer or Buyer's customer determines that the Goods are nonconforming, defective, damaged, adulterated, misbranded, contaminated, mislabeled, short-dated, late, incorrectly shipped, incorrectly documented, incorrectly identified, incorrectly quantified, shipped in violation of a hold, shipped without required COA approval, or otherwise not in strict compliance with the Order, the COA, applicable specifications, the manufacturer's specifications, applicable law, or Seller's warranties.
If Buyer or Buyer's customer rejects any Goods, Buyer may, at its option and without limiting any other remedy: (a) rescind the Order in whole or in part; (b) reject and return the Goods at Seller's risk and expense; (c) require Seller to provide a credit or refund, as directed by Buyer; (d) require Seller to replace the Goods at Seller's expense within the time required by Buyer; (e) accept the Goods at a reduced price or with other concessions; (f) purchase substitute goods and charge Seller for all resulting Losses; or (g) dispose of the Goods as required by law or as reasonably determined by Buyer and charge Seller for all related Losses.
If a customer of Buyer rejects, returns, withholds payment for, charges back, claims damages with respect to, or otherwise objects to any Goods because the Goods allegedly or actually fail to conform to the manufacturer's specification, COA, agreed specification, applicable law, or any other requirement of the Order, Seller shall accept return of the Goods and, at Buyer's option, provide a credit, refund, replacement, reimbursement, or other remedy as directed by Buyer. Seller shall bear all related freight, return, storage, testing, disposal, administrative, customer credit, replacement, and other costs and Losses.
If the Order arrives incorrectly, including incorrect quantity, incorrect product, incorrect manufacturer, incorrect lot, incorrect batch, incorrect documentation, incorrect shipping destination, or incorrect delivery condition, Buyer may reject the Goods and ship them back on Seller's account or otherwise require Seller to arrange and pay for return, replacement, credit, refund, or other remedy as Buyer directs.
9. Payment Terms; Invoices; Payment Not Acceptance.
Seller shall issue invoices only in accordance with this Order and shall email all invoices to the accounts-payable address stated on the Order or otherwise provided by Buyer. Seller shall issue any invoice within one (1) week after completion of delivery. Timely payment by Buyer is conditioned on Buyer's receipt of a complete and accurate invoice and all required shipping, quality, customs, and release documents. The payment terms stated on the face of the Order control over all Seller invoices, order acknowledgments, statements, or other documents.
Except for amounts disputed by Buyer in good faith, Buyer shall pay properly invoiced amounts in accordance with the payment terms stated on the face of the Order after Buyer's receipt of Seller's complete and accurate invoice and all required documents. Buyer may withhold payment, in whole or in part, for nonconforming Goods, late or missing documents, damaged Goods, shipment delays, customer rejections, pricing disputes, invoice errors, or other disputes. Payment does not constitute acceptance of the Goods and does not waive Buyer's rights or remedies.
If Buyer disputes an invoice or any portion of an invoice, Buyer may notify Seller of the disputed item(s), and Seller shall continue performing its obligations while the parties seek to resolve the dispute in good faith. Buyer may set off disputed or owed amounts as provided in these Terms.
10. Setoff.
Without prejudice to any other right or remedy, Buyer may set off, recoup, withhold, or deduct at any time any amount owed or claimed to be owed by Seller or its affiliates to Buyer or its affiliates against any amount payable by Buyer or its affiliates to Seller or its affiliates, whether arising under this Order, any other order, any credit, refund, return, customer claim, warranty claim, indemnity claim, fraudulent payment, or other obligation.
11. Warranties; Continuing Guaranty; Dietary Supplement Compliance.
Seller represents and warrants that:
· the Goods strictly conform to the Order, the COA, the manufacturer's specifications, all specifications, samples, descriptions, labels, quality documents, and other requirements specified or approved by Buyer;
· the Goods are merchantable, fit for Buyer's intended commercial resale and further distribution purposes, free from defects in design, materials, manufacture, processing, packaging, labeling, storage, handling, shipment, and documentation, and free from contamination, infestation, foreign material, adulterants, undeclared substances, and damage;
· the Goods are not adulterated or misbranded within the meaning of the U.S. Food, Drug, and Cosmetic Act, as amended (the "FD&C Act"), and are not goods or articles that may not be introduced into interstate commerce under the FD&C Act or other applicable law;
· unless Buyer expressly agrees otherwise in a written contract signed before purchase, the Goods are compliant with the FD&C Act, USDA requirements to the extent applicable, and all United States federal, state, and local laws applicable to dietary supplements and the sale, importation, distribution, storage, and use of the Goods in dietary supplement products;
· the Goods have been manufactured, processed, packed, labeled, stored, handled, and shipped in compliance with applicable current good manufacturing practices, including 21 C.F.R. Parts 110, 111, and any other applicable requirements;
· the COA and all supporting documentation fully and accurately disclose all ingredients, additives, carriers, allergens, processing aids, residual solvents, excipients, synthetic compounds, source materials, country of origin, manufacturer information, test methods, and other information required by Buyer, applicable law, or industry standards;
· if the Goods, COA, label, or documentation state that the Goods are natural, botanical, plant-derived, or from a natural source, the Goods do not contain any synthetic compounds, synthetic analogues, undisclosed synthetic materials, or other compounds similar to or inconsistent with such natural source unless specifically and conspicuously disclosed on the COA and approved by Buyer in writing before purchase;
· the Goods do not include compounds, materials, additives, allergens, or other substances not disclosed in the COA and supporting documentation;
· the Goods are free and clear of all liens, claims, security interests, and encumbrances;
· the Goods and Buyer's purchase, possession, resale, distribution, and use of the Goods do not and will not infringe, misappropriate, or otherwise violate any patent, trademark, trade secret, copyright, or other intellectual property or proprietary right of any third party;
· Seller and each manufacturer, supplier, warehouse, broker, logistics provider, and facility involved in the Goods hold and maintain all licenses, registrations, permits, approvals, food-facility registrations, and other authorizations required for the Goods and the activities performed; and
· Seller has full right, power, and authority to sell the Goods to Buyer and to grant Buyer all rights necessary to resell, distribute, and use the Goods in Buyer's ordinary course of business.
The foregoing warranties survive delivery, inspection, testing, acceptance, resale, use, payment, and termination or cancellation of the Order. These warranties are cumulative and in addition to all warranties provided by law, equity, or any other agreement. Any applicable limitations period shall run from Buyer's discovery of the noncompliance, defect, or breach. Seller's warranties that the Goods are not adulterated or misbranded and are not goods or articles that may not be introduced into interstate commerce constitute a continuing guaranty and undertaking within the meaning of Section 303(c)(2) of the FD&C Act and 21 C.F.R. §§ 7.12-7.13.
12. Adulteration; Undisclosed Substances; Natural-Source Claims.
Without limiting any other warranty or remedy, Goods shall be deemed adulterated, nonconforming, and rejected if the COA, label, or supporting documentation fails to disclose any allergen, ingredient, additive, carrier, processing aid, residual solvent, excipient, synthetic compound, source material, or other material information relating to the Goods. Goods identified or described as natural, botanical, plant-derived, or from a natural source shall be deemed adulterated, nonconforming, and rejected if they contain any synthetic compound, synthetic analogue, undisclosed synthetic material, or other substance inconsistent with such description unless such substance is specifically disclosed on the COA and approved by Buyer in writing before purchase.
Seller shall be responsible for all Losses arising out of or relating to adulterated, misbranded, mislabeled, contaminated, incorrectly documented, or undisclosed Goods, including all customer claims, credits, refunds, returns, lost profits, recall costs, withdrawal costs, testing costs, freight, storage, disposal, administrative costs, lost business, reputational harm to the extent recoverable, attorneys' fees, and costs of enforcing Buyer's rights.
13. Recalls; Withdrawals; Field Corrections; Regulatory Issues.
Seller shall notify Buyer in writing within twenty-four (24) hours after Seller becomes aware of any actual or potential quality issue, adulteration, misbranding, contamination, regulatory issue, customer complaint, adverse event, investigation, inspection, inquiry, detention, import alert, warning letter, recall, market withdrawal, stock recovery, field alert, field correction, or other issue that may affect the Goods or any lot, batch, ingredient, product, facility, manufacturer, or supplier related to the Goods. Unless the Order identifies a different notice recipient, such notice must be emailed to the Buyer contact stated on the Order and to ap@centianusa.com (or any updated accounts-payable/accounting email stated on the Order). Notice sent only to an outdated, inactive, or unused email address is not effective unless actually received by Buyer's authorized personnel.
Seller shall fully cooperate with Buyer and Buyer's customers in connection with any recall, market withdrawal, stock recovery, field correction, customer notification, regulatory response, investigation, testing, quarantine, return, destruction, or other corrective action involving the Goods. Buyer shall have the right to determine, in its reasonable judgment, whether and how to notify customers, quarantine goods, issue credits, seek returns, initiate or participate in a recall or withdrawal, or take other corrective action relating to Goods sold by Buyer.
To the extent any recall, withdrawal, field correction, customer claim, regulatory action, or corrective action arises out of or relates to the Goods, Seller's breach or alleged breach of these Terms, Seller's negligence or willful misconduct, Seller's violation of law, or any defect, adulteration, misbranding, contamination, documentation issue, nonconformity, or undisclosed substance in the Goods, Seller shall reimburse, defend, indemnify, and hold harmless Buyer and the other Indemnitees for all Losses arising out of or relating to such matter. Such Losses include, without limitation, the cost of Goods, replacement goods, testing, investigation, customer credits, customer refunds, return freight, outbound freight, storage, warehouse handling, quarantine, disposal, destruction, administrative time, lost profits, lost business, reasonable reputational-damage mitigation costs, regulatory response costs, attorneys' fees, and other professional fees.
14. General Indemnification.
Seller shall defend, indemnify, and hold harmless Buyer, Buyer's subsidiaries, affiliates, successors, assigns, directors, officers, members, managers, shareholders, employees, representatives, insurers, and customers (collectively, "Indemnitees") from and against any and all Losses arising out of or relating to:
o any actual or alleged breach by Seller of the Order, these Terms, any warranty, any representation, or any covenant;
o any actual or alleged nonconformity, defect, adulteration, misbranding, contamination, undisclosed substance, inaccurate documentation, late delivery, damaged delivery, or other issue with the Goods;
o any recall, market withdrawal, stock recovery, field correction, customer rejection, customer chargeback, customer claim, regulatory action, detention, import issue, warning letter, inspection finding, or other corrective action relating to the Goods;
o any negligent, reckless, willful, or unlawful act or omission by Seller or any of Seller's manufacturers, suppliers, subcontractors, warehouses, logistics providers, carriers, employees, agents, representatives, or other parties for whom Seller is responsible;
o any claim that the Goods or Buyer's purchase, possession, resale, distribution, or use of the Goods infringes, misappropriates, or otherwise violates any patent, trademark, trade secret, copyright, or other intellectual property or proprietary right of any third party;
o any bodily injury, death, property damage, employee injury, consumer injury, or other harm arising out of or relating to the Goods or Seller's performance;
o any failure by Seller to comply with applicable law, including food, dietary supplement, cosmetic, drug, import, export, customs, labor, safety, environmental, tax, anti-bribery, sanctions, and other applicable laws; and
o any cybersecurity incident, business email compromise, payment fraud, forged invoice, fraudulent wire instructions, or other compromise of Seller's systems or communications as described in these Terms.
Seller shall not settle any claim, admit liability, agree to injunctive relief, or take any action that could adversely affect Buyer or any Indemnitee without Buyer's prior written consent. Buyer may participate in the defense with counsel of its choosing at Seller's expense if Buyer reasonably determines that Seller's defense may be inadequate, that there is a conflict of interest, or that the matter may materially affect Buyer's business, customers, reputation, or regulatory obligations.
15. Intellectual Property; No Buyer Responsibility for Supplier IP Issues.
Seller is solely responsible for ensuring that the Goods and Buyer's purchase, possession, resale, distribution, and use of the Goods do not infringe or misappropriate any third-party intellectual property or proprietary rights. Buyer is not responsible for any patent, trademark, trade secret, copyright, or other intellectual property issue arising out of or relating to the Goods, their manufacture, composition, source, documentation, sale, resale, use, or distribution, except to the extent caused solely by Buyer's own materials or specifications that Buyer created independently and required Seller to use. Seller shall defend, indemnify, and hold harmless the Indemnitees from all IP-related Losses as provided in these Terms.
16. Cybersecurity; Fraudulent Payment Instructions; Supplier System Compromise.
Seller shall maintain commercially reasonable controls to protect its email, accounting, invoicing, banking, and information systems against compromise, unauthorized access, fraudulent payment instructions, fake invoices, business email compromise, spoofing, phishing, and other cyber or payment-fraud risks. Seller shall promptly notify Buyer of any actual or suspected compromise that may affect invoices, payment instructions, order communications, shipping instructions, or other communications with Buyer. Such notice must be emailed to ap@centianusa.com (or any updated accounts-payable/accounting email stated on the Order) and to the Buyer contact stated on the Order. Notice sent only to an outdated, inactive, or unused email address is not effective unless actually received by Buyer's authorized personnel.
If Seller's systems, accounts, employees, agents, or communications are hacked, compromised, spoofed, impersonated, or otherwise used in a manner that causes Buyer to pay a fraudulent invoice or send funds to a fraudster or unauthorized account, Seller shall bear the loss. Buyer shall be deemed to have paid the applicable invoice to the extent of the fraudulent payment, and Seller shall promptly reimburse Buyer on demand for the full amount of such payment and all related Losses. Buyer may also set off such amounts against any amounts payable to Seller.
17. Insurance.
During the term of this Order and for at least two (2) years thereafter, Seller shall, at its own expense, maintain with financially sound and reputable insurers insurance coverage appropriate for Seller's business and the Goods, including commercial general liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate per policy year, including bodily injury, property damage, products and completed operations, advertising injury, and contractual liability coverage insuring Seller's obligations under the Order. Upon Buyer's request, Seller shall provide certificates of insurance and, if requested, endorsements evidencing the required coverage. Seller shall provide Buyer at least thirty (30) days' advance written notice of cancellation, nonrenewal, or material change in coverage. Buyer may require additional insurance, including product contamination, recall, cargo, cyber, or other coverage, if stated in the Order or otherwise agreed in writing.
18. Compliance with Law; Documentation; Records.
Seller shall comply with all applicable federal, state, local, and foreign laws, rules, regulations, ordinances, orders, standards, guidance, and requirements relating to Seller, the Goods, the facilities where the Goods are manufactured, processed, packed, stored, or shipped, and Seller's performance under the Order. Seller shall maintain all licenses, registrations, permits, approvals, authorizations, food-facility registrations, export and import authorizations, and other permissions required to perform the Order and sell the Goods to Buyer.
Seller shall maintain complete, accurate, and traceable records relating to the Goods, including manufacturing, batch, lot, testing, release, storage, shipment, supplier, allergen, ingredient, additive, carrier, country-of-origin, customs, complaint, investigation, and recall records. Seller shall provide such records to Buyer promptly upon request and shall retain records for at least three (3) years after the later of delivery, expiration, retest date, or the period required by applicable law.
19. Confidential Information; Customer Protection.
All non-public, confidential, or proprietary information of Buyer, including specifications, samples, formulas, suppliers, manufacturers, customers, customer lists, prices, discounts, rebates, order quantities, sourcing information, documents, data, business operations, and strategies, whether disclosed orally, visually, electronically, in writing, or by access, and whether or not marked confidential, is confidential and may be used solely to perform the Order. Seller shall not disclose, copy, use, exploit, or make available Buyer's confidential information except as authorized by Buyer in writing.
Seller shall not use Buyer's customer information, purchase volumes, pricing, product interests, or order history to bypass Buyer, solicit Buyer's customers, disclose Buyer's customer relationships to other distributors, or otherwise interfere with Buyer's customer relationships. Upon Buyer's request, Seller shall promptly return or destroy Buyer's confidential information. Buyer is entitled to injunctive relief for any violation of this Section without the necessity of proving actual damages or posting bond.
The foregoing obligations do not apply to information that Seller can prove by contemporaneous written records: (a) is in the public domain through no fault of Seller; (b) was lawfully known to Seller before disclosure by Buyer and without confidentiality restriction; or (c) was lawfully received by Seller from a third party without confidentiality restriction and without breach of any obligation to Buyer.
20. Termination.
In addition to any other termination or cancellation rights provided in these Terms or the Order, Buyer may terminate this Order, in whole or in part, immediately upon written notice to Seller if Seller fails to perform or comply with any obligation under the Order, fails to provide adequate assurance of performance upon Buyer's request, becomes insolvent, files or has filed against it any bankruptcy or insolvency proceeding, makes an assignment for the benefit of creditors, has a receiver appointed, ceases or threatens to cease operations, or experiences a quality, regulatory, cyber, financial, or supply-chain issue that Buyer reasonably determines may affect Seller's performance or the Goods. Buyer may also terminate for convenience as provided in these Terms.
21. Force Majeure.
Neither party shall be liable for delay or failure to perform to the extent caused by an event beyond such party's reasonable control, without such party's fault or negligence, that could not reasonably have been foreseen or avoided (a "Force Majeure Event"). Force Majeure Events may include acts of God, floods, fires, earthquakes, explosions, epidemics, war, invasion, hostilities, terrorist acts, riots, strikes, embargoes, governmental restrictions, and similar events. Seller's economic hardship, increased costs, market changes, labor shortages, raw-material shortages, transportation delays, customs delays, failure of suppliers, or inability to obtain supplies shall not excuse Seller unless such event otherwise qualifies as a Force Majeure Event and Seller has used diligent efforts to avoid and mitigate the delay.
Seller shall promptly notify Buyer in writing of any Force Majeure Event, use all diligent efforts to minimize its effects and resume performance, and provide Buyer with updates upon request. If a Force Majeure Event prevents Seller from performing for more than ten (10) Business Days, or if Buyer reasonably determines that the Force Majeure Event may jeopardize Buyer's customer commitments or business needs, Buyer may cancel the affected Order without liability.
22. Dispute Resolution; Arbitration; Interim Relief; Governing Law.
Except for claims for injunctive or equitable relief, temporary or provisional remedies, enforcement of arbitration awards, actions to compel arbitration, collection or setoff remedies, or any other claim that a court of competent jurisdiction determines may not be arbitrated, any dispute, controversy, or claim arising out of or relating to this Order, these Terms, the Goods, Seller's performance, or the parties' relationship shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in or around Raleigh, North Carolina. The arbitration shall be conducted in English before one arbitrator. The parties agree that AAA expedited procedures shall apply to the fullest extent available, and the arbitrator may decide the dispute on written submissions and documentary evidence unless the arbitrator determines that a hearing is necessary. The arbitrator's award shall be final and binding and may be entered in any court of competent jurisdiction. The prevailing party shall be entitled to recover its reasonable attorneys' fees, arbitration fees, expert fees, and costs, in addition to any other relief awarded.
These Terms, the Order, and all matters arising out of or relating to the Order are governed by the internal laws of the State of North Carolina without giving effect to any choice-of-law or conflict-of-law rule that would cause the laws of another jurisdiction to apply. The United Nations Convention on Contracts for the International Sale of Goods does not apply. For any court proceeding permitted under these Terms, the parties irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts located in Wake County, North Carolina, and waive any objection based on jurisdiction, venue, or forum non conveniens.
23. Notices.
All notices, requests, consents, claims, demands, waivers, and other communications under the Order must be in writing and addressed to the parties at the addresses or email addresses stated on the face of the Order or such other address as a party may designate in writing. Notices may be delivered by personal delivery, nationally recognized overnight courier, certified or registered mail, or email with written confirmation of transmission. Except as otherwise provided in these Terms, a notice is effective only upon receipt by the receiving party. Notices sent only to an outdated, inactive, or unused email address, or to a contact not identified on the face of the Order or by Buyer in writing, are not effective unless actually received by Buyer's authorized personnel. Any notice relating to invoices, banking instructions, payment, payment fraud, cybersecurity, or supplier system compromise must also be emailed to ap@centianusa.com (or any updated accounts-payable/accounting email stated on the Order).
24. Assignment; Subcontracting.
Seller shall not assign, transfer, delegate, or subcontract any right or obligation under the Order without Buyer's prior written consent. Any attempted assignment, transfer, delegation, or subcontracting without Buyer's consent is null and void. No assignment, transfer, delegation, or subcontracting relieves Seller of any obligation or liability. Buyer may assign, transfer, delegate, or subcontract any or all rights or obligations under the Order without Seller's consent.
25. Relationship of the Parties; No Exclusivity.
The parties are independent contractors. Nothing in the Order creates any agency, partnership, joint venture, employment, franchise, fiduciary, or other relationship between the parties. Neither party has authority to bind the other except as expressly provided in a writing signed by the party to be bound. No relationship of exclusivity is created by the Order unless expressly stated in a separate written agreement signed by Buyer's authorized officer.
26. No Third-Party Beneficiaries; Indemnitees.
Except for Buyer's customers and the other Indemnitees entitled to defense, indemnification, and hold-harmless rights under these Terms, the Order is for the sole benefit of Buyer and Seller and their permitted successors and assigns, and nothing in the Order confers upon any other person or entity any legal or equitable right, benefit, or remedy.
27. Cumulative Remedies; Survival.
Buyer's rights and remedies are cumulative and in addition to, and not in substitution for, all rights and remedies available at law, in equity, under the Order, or otherwise. Buyer's exercise of any right or remedy does not preclude any other or further exercise of any other right or remedy. Provisions that by their nature should survive delivery, payment, acceptance, cancellation, termination, or expiration survive, including provisions relating to warranties, inspection, rejection, recalls, indemnification, intellectual property, confidentiality, customer protection, payment fraud, setoff, dispute resolution, governing law, records, and cumulative remedies.
28. Waiver; Severability; Interpretation.
No waiver by Buyer of any provision of the Order is effective unless in writing and signed by Buyer's authorized officer. No failure or delay by Buyer in exercising any right, remedy, power, or privilege operates as a waiver. If any provision of the Order is held invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other provision, and the invalid, illegal, or unenforceable provision shall be enforced to the maximum extent permitted by law or modified to the minimum extent necessary to make it enforceable.
Headings are for convenience only and do not affect interpretation. The word "including" means "including without limitation." References to "writing" include email and other electronic records unless a provision specifically requires a writing signed by Buyer's authorized officer. In the event of a conflict between the face of the Order and these Terms, the face of the Order controls only as to product identity, quantity, price, delivery location, shipping terms, required date, and payment terms, unless the face of the Order expressly states that it amends another specific provision of these Terms.