Marketplace Terms

Sentrick provides a business-to-business marketplace, channel, workflow, and transaction-support service. Unless a signed transaction-specific agreement expressly states otherwise, Sentrick is not the seller, buyer, manufacturer, packer, warehouse, importer of record, producer, customs broker, freight broker, forwarder, carrier, insurer, guarantor, escrow provider, bank, or agent of any user; Sentrick does not take title to or possession of goods and does not assume title or risk of loss.

Any legal characterization imposed on Sentrick by a governmental authority under a non-waivable law cannot be altered by contract; this Section states the parties' commercial understanding to the fullest extent permitted by applicable law and does not purport to override any duty that applicable law places on Sentrick directly.

Each supplier remains solely responsible for product identity, composition, grade, labeling, claims, safety, quality, condition, storage and handling requirements, recalls, regulatory compliance, production conformity, documentation, warranties, defects, shortages, import/export compliance, and product liability. Marketplace approval, qualification, or a verification badge does not transfer, dilute, replace, endorse, guarantee, or certify these obligations.

Listings are invitations for qualified business buyers to request or place commercial orders. An order becomes binding only upon acceptance under the applicable transaction documents. Sentrick may charge subscriptions, service fees, and a marketplace commission as disclosed. Totals, taxes, and commission are calculated server-side from the immutable order record. Payment is governed by the Payment Terms.

Nothing in these terms or the use of the platform creates a partnership, joint venture, employment, franchise, agency, or fiduciary relationship between Sentrick and any user, or between users. No party may bind another. Sentrick owes no fiduciary duty to any user.

Sentrick does not guarantee the existence, availability, quality, legality, solvency, identity, performance, or conduct of any buyer, supplier, or logistics provider, or any price, volume, sale, payment, delivery, or outcome. Access to tools and features is not a promise of results.

To the fullest extent permitted by applicable law, the platform and all related services are provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade. Sentrick does not warrant that the platform will be uninterrupted, error-free, or secure, or that content provided by users is accurate or complete.

To the fullest extent permitted by applicable law, Sentrick and its affiliates will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, goodwill, or business opportunity, arising out of or relating to the platform or these terms, even if advised of the possibility. To the fullest extent permitted by applicable law, Sentrick's total aggregate liability arising out of or relating to the platform or these terms will not exceed the total fees actually paid by the user to Sentrick during the six (6) months immediately preceding the event giving rise to the claim. Some jurisdictions do not allow certain exclusions or limitations; in those jurisdictions liability is limited to the maximum extent permitted by law, and nothing here excludes liability that cannot be excluded by law.

Each supplier will defend, indemnify, and hold harmless Sentrick and its affiliates, and their officers, employees, and agents, from and against any claims, demands, actions, losses, liabilities, damages, fines, regulatory penalties (where legally recoverable), and costs (including reasonable attorneys' fees and investigation costs) arising from or related to: its products, listings, content, and advertising claims; product defects, contamination, mis-grading, labeling, or recalls and market withdrawals; regulatory, import/export, sanctions, or tax violations attributable to it; personal injury, death, or property damage; intellectual-property or privacy infringement; data it supplies; the acts or omissions of its employees or subcontractors; unauthorized product modifications; and breach of these terms or its confidentiality or data obligations. Sentrick may select or approve counsel for material claims; the supplier may not enter any settlement that admits liability of, or imposes any obligation on, Sentrick without Sentrick's prior written consent. This obligation survives termination.

Suppliers must maintain the insurance coverage specified in the Supplier Standards & Terms and applicable Supplier Agreement or Qualification Schedule (which may include commercial general liability, product liability, and, where required, product-recall coverage, with limits and certificate, insurer-rating, additional-insured, and cancellation-notice requirements appropriate to the product category and risk).

Each user must comply with all applicable laws in connection with its use of the platform and its transactions, including materials-safety, consumer-protection, competition, anti-money-laundering, economic-sanctions, export-control, customs, and anti-bribery/anti-corruption laws. Users represent that they and their beneficial owners are not subject to applicable sanctions and will not use the platform to facilitate any transaction that violates sanctions, export-control, or anti-bribery laws. Sentrick may screen, refuse, hold, or reverse activity to comply with these laws.

Non-public business information exchanged through the platform — including RFQs, pricing, terms, volumes, buyer and supplier lists, and other information reasonably understood to be confidential — must be used only for the legitimate marketplace transaction to which it relates, kept confidential, and not disclosed or exploited for other purposes, except as required by law. This obligation survives termination. Sentrick's handling of personal data is governed by the Privacy Policy.

Sentrick may verify user identity, business standing, authority, qualification, insurance, certificates, and compliance at onboarding and on an ongoing basis, may require periodic re-certification, and may request supporting documentation. Sentrick may suspend listings, features, or access until verification is satisfactorily completed. Sentrick may audit relevant records to the extent reasonably necessary to administer the marketplace, investigate integrity or safety concerns, or meet legal obligations.

Users must maintain reasonable security for their accounts and credentials, promptly report suspected compromise or unauthorized access, and cooperate reasonably with Sentrick in investigating and responding to security incidents that involve the platform or shared data.

A user must notify Sentrick without undue delay of a material change in its legal ownership, control, or beneficial owners, or in the accuracy of information relied upon for qualification, verification, sanctions screening, or payment. Sentrick may re-verify and may suspend or restrict access pending re-verification.

A user remains responsible for the acts and omissions of its employees, agents, and subcontractors in connection with the platform and its transactions as if they were its own, and must ensure they comply with the applicable terms and policies.

Users may not use introductions, information, or relationships originated through the marketplace to intentionally evade applicable marketplace fees. Sentrick may preserve records, suspend access, and recover unpaid contractual fees to the extent legally enforceable. This Section is intended as a reasonable protection of Sentrick's revenue model and not as a penalty.

"Verified," "Qualified," badges, reviews, ratings, featured placement, search ranking, and recommendations mean only that Sentrick reviewed specified information as of a stated date. They are not an endorsement, guarantee, certification, warranty, or assessment of solvency, and must not be relied upon as such.

Sentrick may process platform and transaction data to operate, secure, analyze, and improve the marketplace, including for fraud detection, integrity monitoring, and analytics, and may create and use aggregated or de-identified information that does not identify a user or its counterparties. Personal data is handled as described in the Privacy Policy, and confidential information remains subject to Section 11.

Sentrick may withhold publication, suspend or restrict access, place safety holds, remove or change listings, and preserve transaction records where qualification, safety, fraud, sanctions, payment, compliance, or legal concerns arise, and may make administrative marketplace decisions affecting platform status and payment workflow (which are not legal adjudications). Sentrick may suspend immediately, without prior notice, for critical risks, including credible product-safety or recall risk, suspected fraud or wash trading, sanctions or legal-compliance risk, submission of fraudulent evidence, security compromise, or non-payment.

Sentrick is not liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, labor disputes, utility or network failures, supplier or carrier failures, cyberattacks, or governmental action.

Users may not assign or transfer their rights or obligations without Sentrick's prior written consent. Sentrick may assign these terms in connection with a merger, acquisition, reorganization, or sale of assets. These terms bind permitted successors and assigns.

If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions remain in effect. A failure to enforce a provision is not a waiver. Provisions that by their nature should survive termination survive, including Sections on role, supplier responsibility, no guarantee, warranty disclaimer, limitation of liability, indemnification, compliance, confidentiality, verification and audit, operational and aggregated data, anti-circumvention, no endorsement, records, injunctive relief, governing law and dispute resolution, and any accrued payment obligations.

The parties acknowledge that breach of confidentiality, intellectual-property, or security obligations may cause irreparable harm for which monetary damages are inadequate, and that the non-breaching party may seek injunctive or equitable relief, in addition to other remedies, without waiving any monetary remedy, consistent with the governing law and venue stated below.

In the event of a conflict, the following order of precedence applies, from highest to lowest: (1) a signed transaction-specific agreement or purchase order; (2) these Marketplace Terms; (3) the Buyer & Membership Terms or Supplier Standards & Terms, as applicable; (4) the Payment Terms and Returns, Refunds & Disputes Policy; (5) other posted policies; (6) other website content. A lower-ranked document does not amend a higher-ranked one.

The English-language version of these terms and the policies is the governing and legally controlling version. Any translation is provided for convenience only; in the event of any conflict, the English version prevails, and no party may rely on a translation to vary the English terms.

Users consent to receive notices and to transact electronically. Acceptance of these terms and of transaction documents may be given electronically, and electronic records satisfy any requirement that a communication be in writing to the extent permitted by applicable law.

These terms are governed by the laws of the State of Texas, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in Harris County, Texas, for any dispute arising out of or relating to the platform or these terms. To the fullest extent permitted by applicable law, each party waives any right to a trial by jury, and each party waives any right to bring or participate in a class, collective, or representative action; disputes must be brought in an individual capacity.

Sentrick may modify the platform and these terms; material changes take effect on posting or as stated, and continued use constitutes acceptance to the extent permitted by law. Together with the documents referenced in the order of precedence, these terms form the entire agreement regarding their subject matter and supersede prior understandings.