1.1. This Purchase Order constitutes a purchase agreement between BEA INC and the supplier. By its acceptance, the supplier acknowledges and shall comply with the terms and conditions of this order.
1.2. BEA INC reserves the right to cancel or amend the terms of the order if the acknowledgment of receipt does not comply with them or if the order is not delivered in the timeframe (Requested Date) on our purchase orders.
1.3. These terms and conditions are applicable subject to any amendments agreed upon by both Parties.
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 INC.
3.1. BEA INC is authorized to have one or more duly appointed representatives inspect and check the quality of materials and the parts of equipment used in manufacturing 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 INC of the right to refuse the equipment as non-compliant or affected by any visible or hidden defect.
4.1. As stated on the Purchase Order or in a framework agreement or in a specific agreement between both Parties in advance of shipment.
The delivery date (requested date) shall be stated on the Purchase Order.
BEA INC reserves the right to cancel the order if the delivery time (requested date) is exceeded.
The risks shall be transferred per Incoterms in the framework agreement or a specific agreement with the freight forwarder.
7.1. Our payments are made as agreed upon between both supplier and BEA INC at the time of order placement unless otherwise specified on the purchase order issued by BEA INC.
Any drawings, documents, templates, and tools entrusted to its suppliers by BEA INC 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 INC, and the supplier shall return them upon the first request.
9.1. Without prejudice to the application of Article 10, BEA INC shall have 10 business days from the actual physical receipt 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 INC may, at its discretion and without limitation:
10.1. 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.
11.1. The seller must comply with all provisions stipulated in the HALMA Code of Conduct, available to download from the website www.halma.com or www.beasensors.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.
12.1. 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.
12.2. The seller confirms that slavery and human trafficking is not taking place in his business and his supply chains. The Modern Slavery Act is available for download at www.halma.com or www.beasensors.com.
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: for example, but not limited to, labour conflicts, fire, mobilization, requisition, embargo, prohibition on transferring currency, insurgency, lack of means of transport, general shortage of raw materials, or reduction in energy consumption.
13.2. The Party invoking the circumstances referred to above must notify the other Party of this in writing as soon as they occur and once they are resolved.
13.3. The occurrence of one of these circumstances shall release both BEA INC and the seller from any liability.
BEA INC 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.
15.1. This order shall be governed by the applicable laws of the state in which the buyer has executed this order.