1. General information
1.1. This Purchase Order constitutes a purchase agreement and its acceptance shall oblige the supplier to comply with the terms and conditions of this order.
1.2. Our orders are firm. However, we reserve the right to cancel or amend their terms if the acknowledgement of receipt does not comply with them or is not sent to us within the timeframe specified in paragraph 2.
1.3. These terms and conditions are applicable subject to any amendments made by the Parties by express, written agreement.
2. Acknowledgement of receipt
2.1. Our suppliers are required to inform us that they have received our orders within 7 calendar days of receipt.
2.2. By accepting the order, the seller waives any application of the provisions set out in its general or special terms and conditions of sale, even if they state that they alone are valid. Failure to acknowledge receipt shall imply acceptance without reservation of all the conditions of our orders and the technical conditions specified by BEA.
3.1. BEA is authorized to inspect and check the quality of materials and the parts of equipment used in manufacturing by one or more duly appointed representatives, at any time and at any step of the manufacturing process.
3.2. The absence of any comments made during such inspections and checks shall not in any way deprive BEA of the right to refuse the equipment as non-compliant or affected by any visible or hidden defect.
4. Terms & conditions of delivery
DDP [Delivery Duty Paid] BEA, in accordance with ICC [International Chamber of Commerce] Incoterms [International Commercial terms] 2000, or DDU [Delivery Duty Unpaid] if the seller of the goods is not incorporated in the EC unless otherwise stated on the Purchase Order or in a framework agreement or a specific agreement.
5. Delivery date
The delivery date shall be stated on the Purchase Order.
BEA reserves the right to cancel the order if the delivery time is exceeded.
6. Transfer of risks
The risks shall be transferred in accordance with the Incoterms listed on the Purchase Order, in the framework agreement or a specific agreement. Transport shall be covered from warehouse to warehouse by BEA’S transport insurance.
7.1. Our payments are made within 60 days of the end of the month following receipt of goods and invoice, unless otherwise specified on the purchase order issued by BEA.
7.2. If, due to any of the circumstances set out in Article 13, BEA is late in its payment, the Seller shall not be entitled to any damages.
8. Drawings & tools
Any drawings, documents, templates and tools entrusted to its suppliers by BEA shall remain its property. They may not be transferred, copied or reproduced without its written authorization. They shall be clearly identified as belonging to BEA and the supplier shall return them after its first request.
9. Receipt of goods – Claims
9.1. Without prejudice to the application of Article 10, BEA shall have 10 business days with effect from the actual delivery date of the goods to make any claims or comments regarding either the compliance or the quality of the goods sold.
9.2. If the goods display any material or manufacturing defects or if they do not comply with the order’s specifications, BEA may, at its discretion and without limitation:
• Either terminate the agreement totally or partially, without compensation for the supplier but with damages if BEA suffered any direct or indirect loss resulting from its defective supply; in such a case, the goods shall be returned to the supplier, at its own expense, or made available for 15 working days at the place of delivery, and from the day that BEA terminates the agreement; the goods shall be at the supplier’s risks;
• Or require the replacement of the defective goods, as quickly as possible, and free of charge;
• Or require a price reduction;
• Or have a third party perform the work required to make the goods compliant or remove their defects or perform this work itself, and in both cases, at the supplier’s expense.
The seller undertakes to promptly remedy any defects in the goods, whatever their nature or origin, appearing during a minimum period of 12 months from the effective delivery.
11. HALMA Code of conduct, Export Controls, Anti-Bribery and Tax Compliance
11.1. The seller must comply with all provisions stipulated in the HALMA Code of Conduct, available to download from the website www.halma.com.
11.2. This Code is designed to guide us and our business partners in our professional activities. It indicates how to steer our activities regarding ethics, ethical rules, and the law. It also obliges us to respect the law and national and international regulations, particularly regarding fraud and corruption, conflicts of interest, insider dealing, and whistleblowing.
11.3. The seller hereby acknowledges and agrees that the supply of products may be subject to Trade Restrictions. BEA reserves the right to carry out screening and background checks on the seller prior to purchasing any products and at any time during the performance of the Purchase Order. The seller shall provide all assistance to BEA that BEA reasonably requires in relation to such checks.
11.4. The seller is solely responsible for complying with, and shall not do anything which would cause BEA to be in breach of, Trade Restrictions. In particular, the seller warrants and represents that it:
a) is not, and is not owned or controlled by a Sanctioned Party;
b) will not source, buy, procure, use, sell, resell, import, export, re-export, transfer, distribute, dispose of, disclose or otherwise deal with the products supplied to BEA, directly or indirectly, from or to: (i) any country, territory, or destination with which BEA, as a matter of policy, does not conduct business (including but without limitation to Iran, Syria, Sudan, Cuba, Crimea & Sevastopol and North Korea, and any other territory subject to comprehensive Trade Restrictions from time to time); (ii) any other territory to or from which the supply of the products would be restricted or prohibited under Trade Restrictions (subject to the seller obtaining any and all licences and/or approvals required to make or receive such a supply); or (iii) any Sanctioned Party (or any party owned or controlled by a Sanctioned Party); and
c) will obtain and maintain any required export licence or other governmental approval and complete such formalities as may be required under Trade Restrictions in order to source, buy, procure, sell, resell, import, export, re-export, transfer, distribute, dispose of, disclose or otherwise deal with the products supplied to BEA.
11.5. In addition to any other remedy available to BEA, the seller shall indemnify, keep indemnified and hold harmless (on a full indemnity basis) BEA and its affiliates, officers and personnel against any and all direct or indirect liabilities, claims, demands, damages, losses or expenses (including legal and other professional advisers’ fees and disbursements), interest and penalties suffered or incurred as a result of any breach of Article 11 or 12. BEA reserves the right to terminate the Purchase Order(s) immediately upon written notice and without penalty in the event of such breach.
11.6. BEA shall not be obliged to perform any obligation under any Purchase Order and shall have the right to terminate each Purchase Order, without being liable for any damages or costs of any kind, if in its sole discretion it reasonably believes that such performance in full or in part would place it in violation of any Trade Restrictions (including, for the avoidance of doubt, if such violation would be the result of any delay to, or refusal of, the grant of any licence required under Trade Restrictions).
11.7. Nothing in this Article 11 shall require either party to act in any way contrary to any blocking or antiboycott laws with jurisdiction over such party’s operations, including (if applicable) the Anti-Foreign Sanctions Law of the People’s Republic of China.
11.8. The seller shall (and shall procure that its Associated Persons shall):
a) not make any offer, payment, promise to pay, or authorise the giving of any monies or financial or other advantage to any person: (i) for the purpose of inducing or rewarding that person (or any other person) to perform their role or function improperly; (ii) for the purpose of influencing a public official in relation to any decision, act or other performance (including failure to perform) of their official role or function, with the intention of obtaining or retaining business or a business advantage; or (iii) that is otherwise for the purpose of improperly obtaining or retaining business or a business advantage of any kind;
b) not request, agree to receive, or accept, any monies or financial or other advantage in return or as a reward for performing their role or function improperly;
c) not engage in any other activity, practice or conduct which would constitute an offence under any other applicable anti-corruption or anti-bribery legislation, or that would place BEA in breach of such legislation; and
d) have, maintain in place and enforce throughout the term of any Purchase Order its own policies and procedures, including but not limited to adequate procedures to ensure compliance with any applicable anti-bribery legislation and the requirements of this Article 11.8.
11.9. The seller shall (and shall procure that its Associated Persons shall) comply with all applicable taxation laws and shall not commit an offence consisting of the evasion of tax, or the facilitation of tax evasion by another person.
11.10. BEA may terminate each Purchase Order immediately upon written notice to the seller where it reasonably believes that the seller has breached Article 11 or 12 and the seller shall indemnify BEA from all damages, penalties, fines and/or costs of any kind arising from, or relating to, any breach of Article 11 or 12.
11.11. In this Article 11 the following definitions apply:
a) Associated Persons mean any person performing services for or on behalf of a party, including but not limited to subsidiaries, employees, agents, distributors and contractors;
b) Sanctioned Party means any party or parties listed on any list of designated or other restricted parties maintained under Trade Restrictions, including but not limited to the Consolidated List of Financial Sanctions Targets in the UK maintained by HM Treasury, the consolidated list of persons, groups and entities subject to EU financial sanctions maintained by the European Commission, and the Specially Designated Nationals and Blocked Persons List maintained by the US Office of Foreign Assets Control; and
c) Trade Restrictions means any applicable export controls, trade or economic sanctions, embargoes or similar laws, regulations, rules, licences, orders or requirements including, without limitation those of the UN, UK, U.S. and the EU.
12. Modern Slavery Act
The seller must support the provisions set out in the Modern Slavery Act (the Act) and, through Human Rights and Labor Conditions Policy, endorses the core requirements of the Universal Declaration of Human Rights and the ILO Declaration on Fundamental Principles and Rights at Work, including the conventions relating to forced labor, child labor, non-discrimination, freedom of association and right to collective bargaining.
The seller confirms that slavery and human trafficking is not taking place in his business and his supply chains.
13.1. Any circumstances occurring after the agreement has been entered into and which are beyond the control of one of the Parties and preventing it from being performed shall be considered as grounds for exemption: labor conflicts, fire, mobilization, requisition, embargo, prohibition on transferring currency, insurgency, lack of means of transport, general shortage of raw materials, reduction in energy consumption, etc.
13.2. The Party invoking the circumstances referred to above must notify the other Party of this in writing as soon as they occur or are resolved.
13.3. The occurrence of one of these circumstances shall release both BEA and the seller from any liability.
BEA reserves the right to terminate the order, in full or partially, without compensation for the supplier, if the latter is insolvent or if its credit is undermined. The notice of protest of an accepted bill of exchange or the application for an out-of-court or court-imposed arrangement shall be considered as sufficient proof of this situation.
15. Applicable law
The agreement shall be governed by Belgian law which applies to the exclusion of the Vienna Convention.
16. Courts with jurisdiction
16.1. In the event of a dispute, only the courts of BEA’s registered office shall be solely competent.
16.2. Where BEA acts as an applicant, it shall nevertheless be entitled to submit the case to any other competent court under common law.