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These terms apply to non-internet sales, that is to say, items not bought through Sentinel's online shop.
Please also note our privacy policy and website terms and conditions.
1 Definitions and Interpretation
1.1 Definitions:
“Business Day”
a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
“Collection Location”
the location at which Goods are made available for collection, determined in accordance with clause 2.5.
“Conditions”
means these business terms and conditions of sale.
“Confidential Information”
any information of a confidential nature concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of its group (if applicable), including information that would be regarded as confidential by a reasonable business person.
“Contract”
the business-to-business contract between Sentinel and the Customer for the sale and purchase of the Goods in accordance with these Conditions and any Order.
“Customer”
the person or firm who purchases the Goods from Sentinel, including installers and wholesalers.
“Delivery Location”
the location at which Goods are to be delivered, determined in accordance with clause 2.5.
“Force Majeure Event”
an event, circumstance or cause beyond a party's reasonable control including: (a) acts of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic (excluding the Covid-19 pandemic); (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination, or sonic boom; (e) any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition; (f) collapse of buildings, fire, explosion or accident; and (g) unexpected interruption or failure or utility service. Force Majeure Events exclude the Customer’s inability to pay or make payment or circumstances causing the Customer’s inability to pay.
“Goods”
chemicals, equipment, filters, and other goods made available by Sentinel from time to time, as set out in the Order.
“Incoterms”
the relevant incoterm rules applicable to the Order, as amended from time to time.
“Insolvency Event”
the other party: (a) enters liquidation or a winding up petition is presented against the company; (b) has a receiver, liquidator, administrator, trustee or an individual with a similar role appointed over any of its assets; (c) proposes to make any arrangements with its creditors or passes a resolution to place the company into liquidation; or (d) suffers an event which, under the law of a different country, is equivalent to any of the previously specified acts or events.
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“Intellectual Property Rights”
patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Order”
the Customer's order for the Goods, subject to these Conditions.
“Price”
has the meaning given to it in clause 9.1.
“Sentinel”
Sentinel Performance Solutions Limited, a company registered in England and Wales with company number 05433529 and having its registered office at 7650 Daresbury Park, Daresbury, Warrington, England, WA4 4BS.
“Services”
the limited commissioning services provided by Third Party Providers.
“Third Party Default”
a delay or default of a third party in connection with the manufacture, alterations, amendments, delivery or provision of the Goods and/or Services.
“Third Party Provider”
any third party that provides the Services to the Customer.
1.2 Interpretation
1.2.1 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
1.2.2 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.2.3 A reference to writing or written includes email, but excludes fax.
2 Basis of Contract and Orders
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods and/or Services (if applicable) in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
2.3 Orders submitted by telephone shall not be valid and shall not be capable of acceptance by Sentinel.
2.4 The Order shall only be deemed to be accepted when Sentinel issues an express written acceptance of the Order, at which point the Contract shall come into existence. Any acknowledgement of an Order, or confirmation of a receipt, shall not constitute acceptance of any Order.
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2.5 As a minimum, each Order submitted by a Customer shall include the relevant purchase order, the Goods and/or Services (if applicable) requested, the Customer’s name and the Price and if applicable, the quantity of Goods, if the Goods will be delivered or collected, whether Incoterms shall apply (and if so, specify the relevant Incoterm), and the Delivery Location or Collection Location (as applicable). If no specific Incoterm is specified, the delivery terms shall be ex works (Incoterms 2020)(Delivery Location), where the Delivery Location shall be the applicable Sentinel manufacturing site or warehouse.
2.6 If Sentinel is unable to accept an Order, it shall use reasonable endeavours to notify the Customer of this by email and will not charge the Customer for the relevant Goods and/or Services (if applicable). For example, this may be due to the Goods being out of stock, unexpected limits on resources or because Sentinel has identified an error in the price or description of the Goods.
2.7 An order number will be assigned to any Order accepted in accordance with clause 2.3. The Customer must reference the order number in any correspondence with Sentinel relating to the Order.
2.8 Any samples, drawings, descriptive matter, photographs or advertising produced by Sentinel and any descriptions or illustrations contained in Sentinel's website or in any fact sheet(s) are produced for the sole purpose of giving an approximate idea of the Goods, packaging and/or Services referred to in them. They shall not form part of the Contract nor have any contractual force. Although Sentinel may make efforts to display images accurately, it is unable to guarantee that a Customer’s device will accurately display and reflect the colour of the Goods, packaging and/or Services. The Goods, packaging and/or Services may vary slightly from any online display. This will not affect the Price of the Goods, packaging and/or Services.
2.9 A quotation for the Goods and/or Services (if applicable) provided by Sentinel to the Customer shall not constitute an offer. A quotation shall only be valid for a period of 30 calendar days from its date of issue.
3 Goods
3.1 The Goods are described in Sentinel's fact sheets which are available on Sentinel’s website.
3.2 Sentinel reserves the right to amend the description, ingredients, advertising materials, labelling packaging if required:
3.2.1 by any applicable statutory or regulatory requirement;
3.2.2 to implement minor technical adjustments and improvements, for example to address a security threat;
3.2.3 where Goods or part of the Goods are discontinued; or
3.2.4 in response or in relation to a product recall,
and Sentinel shall notify the Customer in any such event.
3.3 Where an Order has been made by the Customer:
3.3.1 but the Order has not yet been accepted by Sentinel and a notification has been made in accordance with clause 3.2, Sentinel may decline any such Order for the relevant Goods; or
3.3.2 and the Order has been accepted by Sentinel, and a notification has been made in accordance with clause 3.2, Sentinel may (without liability to the Customer) cancel the Order (in full or in part) and not supply the affected Goods to the Customer, and at the discretion of Sentinel, the Price shall either be adjusted accordingly or refunded to the Customer.
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3.4 The Customer undertakes to maintain appropriate, up-to-date and accurate records to enable the immediate recall of any Goods or batches of Goods from the retail markets. These records shall include records of deliveries to customers of the Customer (including batch numbers, delivery date, name and address of customer, telephone number and email address).
4 Delivery / Collection of Goods
4.1 Sentinel shall use reasonable endeavours to ensure that each delivery or collection of the Goods (as applicable) is accompanied by a delivery note that shows the date of the Order.
4.2 Sentinel shall either:
4.2.1 deliver the Goods to the Delivery Location at any time after Sentinel notifies the Customer that the Goods are ready for delivery; or
4.2.2 make the Goods available for collection at the Collection Location at any time after Sentinel notifies the Customer that the Goods are ready for collection.
4.3 The Customer shall collect Goods from the Collection Location within 3 Business Days of being notified in writing that the Goods are ready for collection.
4.4 Goods will be deemed delivered:
4.4.1 upon delivery to the Delivery Location (or upon the first attempted delivery, if delivery is not possible); or
4.4.2 on collection by the Customer (or on expiry of the third Business Day following notification in writing that the Goods are available for collection).
4.5 The Customer shall be responsible for the costs incurred for delivery of the Goods to, or collection of the Goods from, any location not set out in the Order.
4.6 Any dates quoted for delivery or collection are approximate only, and the time of delivery or collection is not of the essence. The Customer shall not be entitled to refuse delivery or collection of Goods made outside the estimated delivery date or claim a reduction in the Price or damages for any such delivery or collection. Sentinel shall not be liable for any delay in delivery of the Goods, or making the Goods available for collection, that is caused by a Force Majeure Event or the Customer's failure to provide Sentinel with adequate delivery or collection instructions or any other instructions that are relevant to the supply of the Goods.
4.7 Sentinel may deliver the Goods, or make the Goods available for collection, in instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or making the Goods available for collection, or defect in an instalment, shall not entitle the Customer to cancel any other instalment.
5 Quality of Goods
5.1 Sentinel warrants that at the date of delivery or making the Goods available for collection (as applicable) the Goods shall conform in all material respects with their description and shall be free from material defects in design, material and workmanship.
5.2 Subject to clause 5.3, if:
5.2.1 the Customer gives notice in writing to Sentinel within 14 calendar days of Sentinel delivering the Goods or making the Goods available for collection (as applicable) that some or all of the Goods do not comply with the warranty set out in clause 5.1;
5.2.2 Sentinel is given a reasonable opportunity of examining such Goods; and
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5.2.3 the Customer (if asked to do so by Sentinel) returns such Goods to Sentinel's place of business at the Customer's cost,
Sentinel shall, at its option, replace the defective Goods or refund a proportionate amount of the Price paid in full and cleared funds by the Customer, for the defective Goods.
5.3 Sentinel shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 if the:
5.3.1 Customer fails to give notice in writing in accordance with clause 5.2.1;
5.3.2 Customer makes any further use of such Goods after giving notice in accordance with clause 5.2.1;
5.3.3 defect arises because the Customer failed to follow Sentinel's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
5.3.4 Customer alters or repairs such Goods without the written consent of Sentinel;
5.3.5 defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
5.3.6 Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4 Except as provided in this clause 5, Sentinel shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.5 Sentinel shall have no liability to the Customer in respect of any immediate visible defects of the Goods unless such defects are notified to Sentinel within 5 calendar days of delivery or collection of the Goods.
5.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract, and Sentinel gives no warranty that the Goods will be fit for purpose.
5.7 These Conditions shall apply to any repaired or replacement Goods supplied by Sentinel.
6 Resale of Goods
6.1 The Customer shall, in any resale of the Goods to end customers:
6.1.1 use all reasonable endeavours to promote the sale of the Goods at its own expense, and not to do anything which may hinder or interfere with such sales;
6.1.2 not use any advertising materials or promotional literature set out in clause 2.8 without Sentinel’s express prior written consent;
6.1.3 not make any written statement as to the quality or manufacture of the Goods without the prior express written approval of the Sentinel;
6.1.4 inform Sentinel immediately of any changes in ownership or control of the Customer; and
6.1.5 at its own expense, comply with all laws and regulations relating to its activities under these Conditions, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals. .
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7 Title and Risk in Goods
7.1 The risk in the Goods shall pass to the Customer on the deemed delivery dates in clause 4.4.
7.2 Title to the Goods shall not pass to the Customer until Sentinel receives payment in full (in cash or cleared funds) for the Goods and any other goods that Sentinel has supplied to the Customer. Notwithstanding the foregoing, if Customer resells the Goods prior to payment in full, title to the Goods shall pass to the Customer at the time specified in clause 7.4.
7.3 Until title to the Goods has passed to the Customer, the Customer shall:
7.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Sentinel's property;
7.3.2 not remove, destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
7.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full Price from the date of delivery or the date of making the Goods available for collection (as applicable);
7.3.4 notify Sentinel immediately if it becomes subject to any of the events listed in clause 11.1 to clause 11.3; and
7.3.5 give Sentinel such information as Sentinel may reasonably require from time to time.
7.4 Subject to clause 7.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Sentinel receives payment for the Goods. However, if the Customer resells the Goods before that time:
7.4.1 it does so as principal and not as Sentinel’s agent;
7.4.2 such sale is on the Customer’s own terms and conditions with the end customer; and
7.4.3 title to the Goods shall pass from Sentinel to the Customer immediately before the time at which resale by the Customer occurs.
7.5 At any time before title to the Goods passes to the Customer, Sentinel may:
7.5.1 by notice in writing, terminate the Customer's right under clause 7.4 to resell the Goods or use them in the ordinary course of its business; and
7.5.2 require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7.6 The Customer shall accept full end of life responsibility for the Goods, as defined by the Waste Electrical & Electronic Equipment (WEEE) Regulations 2007.
8 Services
8.1 In limited circumstances and only where the Customer has purchased the Goods, Sentinel may arrange for Third Party Providers to provide the Services to the Customer, where the Customer has requested, and Sentinel has accepted, the arrangement of such Services in writing. Sentinel is under no obligation to accept an Order for Services.
8.2 The information that the Customer provides to Sentinel in relation to an Order will be passed on to the relevant Third Party Providers necessary for the provision of the Services.
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8.3 Any Services shall be:
8.3.1 confirmed between the Third Party Provider and the Customer when Sentinel issues the express Order confirmation in accordance with clause 2.4;
8.3.2 provided by Third Party Providers directly; and
8.3.3 be subject to the separate terms of the Third Party Providers that shall be incorporated into these Conditions as between the Third Party Provider and the Customer.
8.4 Dates for the provision of such Services shall be estimates only and time shall not be of the essence for performance of the Services.
8.5 As Sentinel acts only as agent for Third Party Providers, it has no responsibility for: (a) any errors in any documentation except where an error is made by Sentinel; or (b) liability for the actual provision of the Services.
8.6 The Customer shall:
8.6.1 co-operate with Sentinel and the Third Party Provider(s) in all matters relating to the Services;
8.6.2 comply with any health and safety requirements, codes, policies and procedures of Sentinel and/or any Third Party Provider(s); and
8.6.3 provide the Third Party Provider(s), its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required to provide the Services.
8.7 If the Third Party Provider's performance of any of its obligations is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
8.7.1 without limiting or affecting any other right or remedy available to it, the Third Party Providers shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Third Party Provider’s performance of any of its obligations;
8.7.2 the Third Party Provider(s) shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Third Party Provider(s) failure or delay to perform any of its obligations as set out in this clause 8.7; and
8.7.3 the Customer shall reimburse the Third Party Provider(s) on written demand for any costs or losses sustained or incurred by the Third Party Provider(s) arising directly or indirectly from the Customer Default.
8.8 Services may be cancelled if full payment for the relevant Services is not received by the due date (in which case the Third Party Provider may also impose cancellation fees in accordance with the separate terms of the Third Party Providers).
8.9 Any complaints regarding the Services shall be raised to Sentinel in the first instance, that shall deal with the complaint on behalf of the Third Party Provider.
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9 Price and Payment
9.1 The price of the Goods and Services shall be the price set out in the Order, or, if no price is quoted, or the quote is no longer valid, the price set out in Sentinel's published price list in force as at the date of the date it is accepted by Sentinel in clause 2.3 (Price).
9.2 In addition to the Price, the Customer shall be charged an additional fee in accordance with Sentinel’s charges in place at the date of submission of the Order where the total Price in one Order is less than £530 (excluding VAT). Such additional fees and total Price limits may be amended by Sentinel from time to time. Where no additional fee is in place, it shall be £45 per Good (and Service) as set out in the relevant Order (excluding VAT).
9.3 Sentinel may, by giving notice to the Customer at any time before (a) in the case of Goods, delivery, or making the Goods available for collection (as applicable), or (b) in the case of Services, providing the Services, increase the Price to reflect any increase in the cost of the Goods and/or Services that is due to:
9.3.1 any factor beyond Sentinel's control (including Third Party Provider charges and costs, foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
9.3.2 any request by the Customer to change the delivery date(s), collection date(s), quantities or types of Goods ordered; or
9.3.3 any delay caused by any instructions of the Customer or failure of the Customer to give Sentinel adequate or accurate information or instructions.
9.4 The Price excludes amounts in respect of value added tax, which the Customer shall additionally be liable to pay to Sentinel at the prevailing rate, subject to the receipt of a valid value added tax invoice; expenses (including travelling expenses where required; and additional products that are required in relation to the Services (if applicable).
9.5 Sentinel’s delivery charges may vary according to the Goods that the Customer has ordered.
9.6 Sentinel shall invoice the Customer for the Goods, and the Customer must pay for the Goods at any time.
9.7 The Customer shall pay each invoice submitted by Sentinel within 30 calendar days of the end of the month in which the invoice is dated, in full and in cleared funds, to a bank account nominated in writing by Sentinel. Time for payment shall be of the essence of the Contract.
9.8 If the Customer fails to make a payment due to Sentinel under the Contract by the due date, then, without limiting Sentinel's remedies under clause 11, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.8 will accrue each day at 4% a year above the Bank of England's base rate from time to time.
9.9 All amounts due from the Customer to Sentinel under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
10 Limitation of Liability
10.1 References to liability in this clause 10 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.2 Nothing in the Contract limits any liability which cannot legally be limited or excluded, including liability for death or personal injury caused by negligence or fraud or fraudulent misrepresentation.
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10.3 Subject to clause 10.2, Sentinel's total aggregate liability to the Customer shall not exceed the price paid by the Customer to Sentinel (in full and cleared funds) pursuant to the Order to which the liability relates, or, where the liability does not relate to an Order, Sentinel's total aggregate liability to the Customer shall not exceed the Price paid by the Customer to Sentinel under the most recent Order that Sentinel has accepted pursuant to these Terms.
10.4 Subject to clause 10.2, the following types of loss are wholly excluded: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss, damages, expenses, costs and liability arising out of or in connection with (i) installation of the Goods, (ii) construction services in relation to the Goods, (iii) failure to deliver Goods, (iv) contamination of any property, (v) the Customer’s failure to use, install or commission the Goods correctly, (vi) provision of the Services or any acts or omissions of any Third Party Provider where such Third Party Provider operates under its own terms with the Customer, (vii) the Services provided by Third Party Providers; damage to property; loss of or damage to goodwill; and indirect or consequential loss.
10.5 Sentinel shall not be liable for any liabilities, costs, expenses, damages and losses suffered or incurred by the Customer, or any service credits or liquidated damages demanded or claimed by the Customer, arising out of or in connection with:
10.5.1 Sentinel unloading the Goods at the Delivery Location or loading the Goods at the Collection Location;
10.5.2 Sentinel’s failure to deliver the Goods (in full or in part);
10.5.3 Sentinel’s failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide Sentinel with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods;
10.5.4 the Goods not complying with any national, international or industry standards, International Organization for Standardization requirements or applicable law (in any jurisdiction);
10.5.5 the Customer failing to provide information in relation to any national, international or industry standards, International Organization for Standardization requirements and/or any applicable laws relevant to the Order, and/or any circumstances, environments or factors that may affect the Order, prior to submitting the Order;
10.5.6 any failure due to a Third Party Default;
10.5.7 the sale of the Goods to end customers made by the Customer; and/or
10.5.8 replacement services, transitional services and third party suppliers.
10.6 This clause 10 shall survive termination of the Contract.
11 Termination
11.1 Without limiting its other rights or remedies, Sentinel may terminate this Contract with immediate effect by giving written notice to the Customer if:
11.1.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 calendar days of that party being notified in writing to do so; or
11.1.2 one or more of the following applies to the other party, it:
11.1.2.1 ceases to trade;
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11.1.2.2 is unable to pay its debts; and/or
11.1.2.3 suffers an Insolvency Event.
11.2 Without limiting its other rights or remedies, Sentinel may suspend provision of the Goods under the Contract or any other contract between the Customer and Sentinel if the Customer becomes subject to any of the events listed in clause 11.1.2, or Sentinel reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract (or another contract between the parties) on the due date for payment.
11.3 Without limiting its other rights or remedies, Sentinel may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
11.4 On termination of the Contract for any reason the Customer shall immediately pay to Sentinel all of Sentinel's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Sentinel shall submit an invoice, which shall be payable by the Customer immediately on receipt.
11.5 Termination or expiry of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
11.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
12 Confidentiality
12.1 Each party undertakes that it shall not at any time during the term disclose to any person any Confidential Information of the other party, except as permitted by clause 12.2.
12.2 Each party may disclose the other party's Confidential Information:
12.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's Confidential Information comply with this clause 12.2; and
12.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 No party shall use any other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.
13 Notices
13.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
13.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office or its principal place of business; or
13.1.2 sent by email to customer.services@sentinelprotects.com in the case of Sentinel, and the email set out on the Order in the case of the Customer, or an address substituted in writing by the party to be served.
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13.2 Any notice shall be deemed to have been received:
13.2.1 if delivered by hand, at the time the notice is left at the proper address;
13.2.2 if sent by next working day delivery service, at 9.00 am on the second Business Day after posting; or
13.2.3 if sent by email, at the time of transmission, or, if this time falls outside the normal business hours in the place of receipt, when normal business hours resume.
14 General
14.1 Force Majeure. Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event.
14.2 Compliance. The Customer shall comply with all applicable laws and regulations, including the Data Protection Act 2018, health and safety laws and packaging and labelling in relation to the Goods. The Customer shall comply with any instructions that are provided to it by Sentinel in relation to how the Goods are to be stored, handled or used.
14.3 Assignment and other dealings. Sentinel may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract. The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior express written consent of Sentinel.
14.4 Entire agreement. The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
14.5 Intellectual Property Rights. All Intellectual Property Rights arising out of or in connection with the Goods shall belong to Sentinel or its third party licensors (as the case may be). No right or licence is granted to the Customer in respect of the Intellectual Property Rights of Sentinel, except the right to use, or re-sell the Goods in the Customer’s ordinary course of business.
14.6 Conflicts. If there is an inconsistency between any of the provisions of the Conditions and the Order, the provisions of the Order shall prevail, provided that the Order has been accepted in full by Sentinel in accordance with clause 2.3. In all other circumstances, these Conditions shall prevail.
14.7 Variation. Sentinel may vary these terms in full or in part, provided that it gives prior, reasonable notice to the Customer in writing. No other variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14.8 Waiver. A waiver of any right or remedy is only effective if given in writing. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
14.9 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 14.9 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
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14.10 Bribery Act 2010, Modern Slavery Act 2015 and Criminal Finances Act 2017. The Customer shall comply with the Bribery Act 2010, Modern Slavery Act 2015 and the Criminal Finances Act 2017 and not do, or omit to do, any act that will cause Sentinel to be in breach of the Bribery Act 2010, Modern Slavery Act 2015 or the Criminal Finances Act 2017.
14.11 Third party rights. This Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
14.12 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
14.13 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation save that claims for injunctive relief in relation to allegations of breach of confidence and any claims relating to Intellectual Property Rights may be brought in any competent jurisdiction.
14.14 Contact. The Customer may contact Sentinel by telephoning on 01928 704330; by writing to 7650 Daresbury Park, Daresbury, Warrington, Cheshire WA4 4BS; or, emailing shop@sentinelprotects.com.
15 Version Control
Date
Amendments
Version
31/7/24
Full Review
V1
