GENERAL TERMS AND CONDITIONS

1. General
   1. SENTINEL FIRE AND SECURITY (“SENTINEL”) performs engineering services in accordance with the following terms and conditions. Any terms and conditions stipulated by Customer and divergent from or supplementary to these terms and conditions shall not be binding unless confirmed by SENTINEL in writing.
   1. The offer and its acceptance as well as changes and supplements thereto must be in writing. Verbal subsidiary agreements or subsequent contract amendments shall not be binding unless confirmed by SENTINEL in writing.
   1. If engineering service is to be provided by SENTINEL without the scope of work being specified in detail, “engineering service” shall mean the development of reasonable solution from a technical point of view for a certain technical problem, e.g. by generating technical concepts, drawings and constructions. Services to be provided in addition to engineering services will be invoiced separately.
   1. SENTINEL is entitled to carry out over and above work necessary to maintain and/or restore life-critical cover without Customer’s specific consent provided no obvious disparity exists between over and above work and value of the order.
   1. Any works above the value of the order will require a written Variation Order (VO) to the original contract, to cover any superfluous works
   1. In accepting quotation and proceeding with works, these Terms and Conditions this Agreement supersedes and replaces in its entirety any existing employment agreement by and between the Employer and SENTINEL as of the date of the Contract Agreement. Both parties acknowledge and agree that this provision does not trigger any termination, expiration or other rights that might be available to Employe under any prior existing employment agreement.

2.  Prices and Payments

• All prices are understood.
  • The firm fixed prices and hourly rates set forth in SENTINEL’s quotation current upon conclusion of the contract shall apply. Foreign currencies will not be accepted. All prices are net prices plus VAT, if applicable, in force at the time. If supplies or services are to be provided later than 3 (three) months after conclusion of the contract, the prices prevailing at that time shall apply.
  • SENTINEL may require an advance payment upon placement of the order. The value of this is 40% of the total contract value
  • Place of performance for payments of Customer shall be SENTINEL’s place of business. Payments shall be made via BACS, direct debit, or in Great British Sterling in accordance with provided quotation, immediately after acceptance and prior to taking delivery without discount or other deductions.
  • Offsetting of amounts with counterclaims (or credit notes) is only permitted with such claims arising from the same contractual relationship that have been stated or are imminent to be stated by a non-appealable court decision, or which are undisputed by SENTINEL.
  • Default interest will be charged towards entrepreneurs at 8 (eight) percentage points and towards consumers at 5 (five) percentage points above the then valid base interest rate published by the Bank of England. SENTINEL’s right to claim a higher damage caused by the default is not limited thereby.

3.  Partial Deliveries, Terms, Delay in Performance

• Partial deliveries and partial services are permitted provided Customers will not be unreasonably burdened thereby.

• Delivery times and dates shall be binding only if agreed upon in writing and provided that the extent of the supplies and services is adequately and clearly defined in writing.
  • If SENTINEL for reasons beyond its control does not receive correct or timely service or cooperation from subcontractors or suppliers, SENTINEL shall be entitled to withdraw from the contract, provided that SENTINEL has informed the Customer about the non-availability of the services without undue delay. Customers shall be entitled to withdraw from the contract, provided that he has given to SENTINEL a reasonable period (see 3.4) for fulfilling the contract. Any consideration, already made by the Customer, will be refunded, if the contract is withdrawn by either party. This Article 3.3 shall not apply towards consumers.
  • If the customer requires a change of dates for their works, they must provide SENTINEL 2 weeks written notice. Any changes or terminations within the two-week timeframe may be subject to termination or alteration costs/fees.

4.  Acceptance

If acceptance of the work provided by SENTINEL is required, the Customer shall perform such acceptance promptly upon receipt of a notification of completion. Acceptance shall automatically be deemed to have taken place not later than one week after receipt of the notification of completion. The invoice date shall be that of the date the Customer was notified of Practical Completion. Any queries or disputes to the invoice must be raised within the payment terms of the invoice. Any queries or disputes outside of this timeframe must be settled via a credit note (if applicable) and the invoice settled in full within its terms

5.  Defects in quality or title

• The statutory claims of Customer in case of defects in quality or title shall be restricted or modified as follows:
  • In case the Customer is entitled to elimination of a defect, SENTINEL may choose – considering Customer’s justified interest – to fulfill its obligation by replacement or rework.
  • In case Customer is an enterprise, claims based on defects shall be subject to a limitation period of 12 (twelve) months after the statutory commencement of the limitation period.
  • In case of services to be provided, Customer is not allowed to eliminate the defect by himself and to claim reimbursement of expenses.
  • Damage claims are governed by Section 6 herein below.

• Damages claims are excluded:for spare parts or materials not manufactured by SENTINEL, if the Customer is an enterprise. SENTINEL’s warranty claims, if any, against manufacturers or suppliers will be assigned to Customer.If the Customer is an enterprise and has failed

(i) to inspect the deliverables without undue delay with

respect to its faultlessness and completeness and (ii) to give notice to SENTINEL about any discovered defects without undue delay.

6.  Liability

• Claims for damages or expenses of the Customer (“damages”), independently from their legal foundation, in particular arising from a violation of contractual obligations and from tort, are excluded.
  • This does not apply to the extent SENTINEL’s liability is mandatory by law, e.g. according to product liability laws, in the case of willful intent or gross negligence of its legal representatives, in the case of death, personal injury, damage of health or a violation of essential contractual obligations.

Unless damage has been caused by willful intent or gross negligence by SENTINEL’s legal representatives or managerial personnel, SENTINEL shall be liable in the case of violation of essential contractual obligations not resulting in personal injury or damage to health limited to a typical direct average damage foreseeable upon conclusion of the contract.

The above Chapters do not imply any modification to burden of proof to the detriment of the Customer.

• To the extent the Customer is entitled to claims for damages according to this Article, the claims become time- barred upon expiry of the time period according to Article

5.1.2. This does not apply to claims for damages resulting from willful intent, gross negligence or damages according to product liability law, for which cases the legal regulations shall apply.

• The Customer is obliged to give SENTINEL notice without any delay of any damages and losses, for which SENTINEL may be responsible and allow SENTINEL to take records.

6.5 Claims for delay in delivery are finally laid down in Article 3.4 hereinabove.

7.  Licenses, Confidentiality, Penalty

• All rights in relation with the engineering service provided to the Customer remain with SENTINEL, except for rights of third parties. SENTINEL may grant to Customer a restricted non-assignable right of use to be determined by individual agreement, provided SENTINEL is holder of the respective right (“License”). The License is restricted to Customer’s internal use, as far as necessary to achieve the agreed purpose. In the case a certain purpose is not agreed, the License is restricted to the aircraft explicitly specified by the Customer, otherwise to all aircraft of the same model which are owned or operated by the Customer and registered in the country of the Customer’s principal place of business.
  • The License expires automatically, if the Customer is in delay, wholly or in part, with payments due for engineering services. The License will come into force again, after the Customer has settled the amounts in delay and SENTINEL has confirmed complete receipt in writing.
  • The Customer shall treat confidential any and all information and documents received by SENTINEL and not disclose such to third parties unless approved by SENTINEL in writing. This obligation shall not be affected by the termination, by notice or otherwise, of the agreement between the parties.

• The Customer shall make sure by means of appropriate technical / organizational measures and agreements to be imposed, that confidential information will be disclosed only to those employees, in relation to whom disclosure is necessary, and that unauthorized persons cannot have access to such information.
  • In the case of unauthorized transmission or use the Customer shall be obliged to pay to SENTINEL a penalty of

5.000 (five thousand) British Pounds (GBP), or the sum of the damages, whichever is greater, per occurrence, each singular act being deemed as individual infringement, the penalty not being subject to set-off with claims of damages in favor of SENTINEL.

8.  Retention of Title, Pledge and Right of Retention

• Until SENTINEL’s supplies and services are fully paid – including compensation for default, if any – SENTINEL shall retain title to all goods delivered under the relevant contract. Completion paperwork and certification will be issued upon settlement of the Customer account. If Customer is an enterprise, retention of title is extended to all claims resulting from the business relationship whereby SENTINEL commits itself, upon Customer’s request, to release collaterals to the extent that its value exceeds any claims to be secured but not yet settled by more than 20 %.
  • Customer shall not be allowed to sell, pledge and transfer as a security or otherwise dispose of the goods subjected to SENTINEL’s retention of title until SENTINEL’s prior written approval is obtained.
  • If the goods subjected to SENTINEL’s retention of title are drawn upon by third parties (e.g. by seizure), Customer shall advise third party about such retention of title and immediately inform SENTINEL of such event.

9.  Applicable law and Jurisdiction

• The law of the United Kingdom to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods shall apply.
  • If Customer is a merchant, a public law entity or a special fund under public law or has no general place of jurisdiction in the United Kingdom, the exclusive place of jurisdiction shall be SENTINEL’s place of business at: Unit 17 Branksome Business Park, Bourne Valley Road, Poole, Dorset, BH12 1DW. SENTINEL shall also be entitled to institute legal proceedings at Customer’s place of business or before any other court of competent jurisdiction under domestic or foreign law.