Sentinel Terms and Condition of Sale
Sentinel Performance Solutions Group
These terms apply to non-internet sales, that is to say, items not bought through Sentinel's online shop.
CONDITIONS OF SUPPLY
1.1 These Conditions cover all sales of chemicals, equipment and other goods ("Goods") by us.
1.2 Subject to paragraph 1.3 below, these Conditions apply to all contracts for the supply of Goods to the exclusion of all others (including, without limit, any on your order).
1.3 If the Goods purchased include any CD-Rom, CD, DVD or computer software, you are also bound by the terms of any licence agreement (the "Licence") which is provided with it.
1.4 The entire contract for any sale of Goods shall comprise these Conditions, the Licence (if any) and your Order (as defined below) (the "Agreement").
1.5 No terms or conditions endorsed on, delivered with or contained in your purchase order, confirmation of order or any other document shall form part of the Agreement unless expressly agreed by you and us in writing.
1.6 Unless otherwise specified in writing, quotations are valid for only 2 weeks from the date of issue.
1.7 No order is binding on us until we accept it in writing (which, in the case of orders placed via our website, includes email), whereupon it is the "Order". No Order may be cancelled in whole or part except with our prior written agreement. Sentinel reserves the right to charge you reasonable cancellation charges in the event of such cancellation.
2.1 Any delivery or performance dates are estimates only and you shall not be entitled to refuse delivery of Goods made outside the estimated delivery period or claim a price reduction or damages in respect of any such delivery.
2.2 Each instalment of Goods shall be a separate contract. Any default in delivery of an instalment shall not entitle you to cancel the remainder of the Agreement or treat it as repudiated.
2.3 Delivery will be made CIP (INCOTERMS 2000) to the address stated in your Order. Any costs incurred to deliver the Goods elsewhere will be charged to you, as will any costs we incur by virtue of your failure to accept delivery of the Goods.
2.4 You shall inspect the Goods on delivery and if the Goods are damaged on delivery or less than the correct amount of Goods is delivered, unless you notify both us and the carrier (otherwise than by a note on the delivery note) within 5 days of delivery no claim against us may be made in respect of such damage or short delivery. Our sole liability in respect of any such claim will be to either:
2.4.1 arrange for delivery as soon as reasonably possible of shortfall Goods;
2.4.2 replace damaged Goods or
2.4.3 credit you a proportionate amount of the Price.
3 Risk and Title
3.1 Risk in the Goods passes to you on their delivery to a carrier. Ownership of the Goods shall pass to you when you pay all monies owing to us.
3.2 We may sue you for the price of the Goods even though ownership has not passed. Until such time as ownership passes to you, you must:
3.2.1 insure the Goods to their full replacement value;
3.2.2 store them safely, securely and separately from your own goods, clearly marked as our property; and
3.2.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods.
3.3 You may use or re-sell the Goods in the ordinary course of your business prior to the passing of title provided that such use and/or re-sale is of our property, on your behalf as principal.
3.4 You are deemed to have re-sold and/or used the Goods in the order in which they were invoiced by us. If you are at any time late in making payment of any sum due to us or in breach of any Agreement we shall be entitled to repossess those Goods to which title has not passed to you.
3.5 You grant us an irrevocable right to enter upon any premises where the Goods are stored to effect such repossession and/or at any time to inspect the Goods.
3.6 You may not pledge or in any way charge for any indebtedness any Goods which are our property. If you do so, you shall be in material irremediable breach of all Agreements and all sums owing to us from you shall become immediately due and payable.
3.7 You accept full end of life responsibility for the goods as defined by the Waste Electrical & Electronic Equipment (WEEE) Regulations 2007.
4 Offers, Prices and Payment
4.1 The price for the Goods shall be as set out in the Order, or, if not specified, the price set out in the quotation, or if no price is stated or the quote is no longer valid, per our price list at the date of our acceptance of your Order ("Price") and is exclusive of VAT but inclusive of delivery (except as set out in paragraph 2.3).
4.2 The Price may change from the price list. Please confirm the Price before you order.
4.3 You will be charged a fee of £21.00 payable in addition to the Price where your order is for less than £530.00 (net of VAT).
4.4 Goods bought on credit must be paid in full 30 days from the date of our invoice.
4.5 Sums not paid by the due date shall bear interest of 12% per annum calculated on a daily basis from the due date to the date of payment. In the alternative, Sentinel, reserves the right to claim interest and penalty repayments under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended).
4.6 If you default on any payment under any Agreement or we terminate an Agreement in accordance with Condition 10, all payments due under all Agreements between us shall become payable immediately.
5.1 For a period of 6 months from the date of delivery of Goods we warrant that the Goods shall conform to our published specifications and shall be free from defects in material and workmanship if the Goods are properly used and stored.
5.2 We shall not be liable for any defect arising from fair wear and tear or caused by your negligence or continued use of the Goods after notification to us of any alleged defect.
5.3 Unless a written claim is received by us within 6 months of delivery of the Goods, we shall have no liability for breach of this warranty.
5.4 You shall give use reasonable opportunity to investigate any alleged defect and permit us such access as may be reasonably required to your premises to enable such investigation.
5.5 We shall have no liability for any visible defects in material and workmanship unless details of such defects are notified to us within 5 days after delivery of the Goods.
5.6 Our sole liability for breach of warranty shall be at our discretion to replace any non-conforming Goods or refund the Price (or a proportionate part) of the non-conforming Goods.
5.7 You are not entitled to extend or transfer this warranty to any other party.
5.8 All warranties conditions and/or terms implied by law are excluded to the fullest extent permitted by law.
6.1 You shall be responsible for compliance with all laws and regulations applicable to the storage, use, handling, installation, registration and labelling of all Goods as from their delivery and the disposal of all wastes and residues (including packaging) resulting from your use storage and/or disposal of the Goods.
6.2 You warrant that any exportation of our Goods will be in strict conformance with applicable law, including relevant export control regulations.
6.3 You confirm that you will not use such Goods or facilitate their use by third parties in violation of such regulations.
7 Force Majeure
7.1 We shall not be liable for failure to perform under any Agreement caused by a circumstance or event beyond our reasonable control including, without limit, strikes or industrial disputers (whether involving our workforce or that of a third party), shortages of or inadequate sources of raw materials, component parts or essential utilities.
7.2 In case of any shortages of raw materials or component parts we reserve the right to apportion Goods on an equitable basis in our sole discretion.
8 Intellectual Property
8.1 We retain all intellectual property rights (including copyright) in all Goods and in all drawings, data, test results and other deliverables ("Deliverables") supplied to you under any Agreement.
8.2 You may use Deliverables only for the purpose for which we supply them to you for the period during which you use the Goods. You may not supply our Deliverables to any third party or use them for any other purpose.
8.3 Nothing in this Agreement will be construed as any representation or warranty by us that the design, manufacture, use or sale of the Goods will not infringe any third party intellectual property rights.
9 Limitation of Liability
9.1 Subject to clause 9.3, in no event will we be liable for loss of profits, business, revenue, goodwill or anticipated savings, damage to reputation or any special indirect or consequential loss, whether in contract, tort (including, without limit, negligence) or otherwise and regardless of whether we knew or had reason to know of the possibility of the same.
9.2 Except as follows, our liability to you in respect of all causes of action arising in contract, tort (including, without limit, negligence) or otherwise under, in connection with or, arising out of, the Agreement shall not exceed a sum equal to the aggregate of the prices of the Goods sold or provided under the Agreement pursuant to which the liability has arisen.
9.3 Notwithstanding any other term of this Agreement we do not limit our liability for fraudulent misrepresentation, for death or personal injury caused by our negligence or for any other liability the exclusion or limitation of which is prohibited by English law.
10.1 Any Agreement and any performance pursuant to it may be terminated by a party immediately if the other party (a) is the subject of bankruptcy, insolvency or similar proceedings or otherwise unable to pay its debts or (b) defaults in its material obligations under the Agreement (including non-payment of sums due) and, if remediable, such default is not cured within 30 days from the date of sending of a default notice by registered letter.
10.2 We also reserve the right to suspend supply of Goods if we have a right to terminate under this clause.
11.1 Each party's rights and remedies are cumulative and no failure or delay by either party in enforcing its rights or remedies shall be construed as a waiver of such rights or remedies unless stated by the waiving party in writing to be so, nor shall any partial exercise of a right or remedy preclude or limit the further exercise of that or any other right or remedy.
11.2 The invalidity, unenforceability or illegality of any part of an Agreement shall not affect the remainder of it which shall remain in full force and effect.
11.3 The Agreement sets out the entire agreement between the parties and may not be varied except by the written agreement of the parties.
11.4 You acknowledge that in entering into each Agreement, you did not reply upon any matters that are not set out in it.
11.5 No Agreement may be assigned in whole or in part without our prior written consent.
11.6 A person who is not a party to an Agreement shall not derive the right to enforce any of the terms of that Agreement by virtue of the Contract (Rights of Third Parties) Act 1999 or otherwise.
12 Governing Law
12.1 All Agreements (and any associated non-contractual claims or disputes) shall be governed by English law and both you and we submit to the exclusive jurisdiction of the English courts.
12.2 The Uniform Laws on International Sales Act 1967 shall not apply.