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General terms and conditions

General Conditions of Purchase

 

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. Inspection

3.1. BEA is authorised 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. Transfert 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. Payments

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 authorisation. 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.

10. Guarantee

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

The seller must comply with all provisions stipulated in the HALMA Code of Conduct, available to download from the website www.halma.com.

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. Modern Slavery Act

The seller must support the provisions set out in the Modern Slavery Act (the Act) and, through Human Rights and Labour 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 labour, child labour, 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. Exemption

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: labour conflicts, fire, mobilisation, 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.

14. Termination

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.

 

 

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