BEA Sensor – Terms and Conditions – GeneralBEA Inc. - Service Plus - AddendumBEA Inc. - Modern Slavery Act Statement

TERMS & CONDITIONS OF SALE

  1. Acceptance. Seller’s commencement of work on the goods subject to the provisions of this Acceptance or shipment of such goods, whichever occurs first. shall be deemed the only effective mode of acceptance of Buyer’s Purchase Order and the terms and conditions stated herein constitute the Contract between Seller and Buyer for said goods. Any acceptance of Buyer’s Purchase Order is limited to acceptance of the express terms contained on the face and back of this Acceptance. Any proposal for additional or different terms and conditions or any attempt by Buyer to vary in any degree any of the terms and conditions of this Acceptance hereby is objected to and rejected. Buyer’s proposals to change the terms and conditions of this Acceptance shall not operate as a rejection of this Acceptance. If Buyer proposes additional or different terms or conditions relating to the description, quantity, price or delivery schedule of the goods, said additional or different terms and conditions shall be deemed a material alteration of this Acceptance, and this Acceptance shall be deemed made without said additional or different terms or conditions. If this Acceptance shall be deemed an acceptance of a prior offer by Buyer, such Acceptance is limited to the express terms contained on the face and on the back hereof. Additional or different terms and conditions of Buyer’s previous Purchase Order shall be deemed material and are objected to and rejected, but this Acceptance shall not operate as a rejection of Buyer’s offer unless Buyer’s offer contain variances in the terms of the description, quantity, price or delivery schedule of Seller’s goods. All proposals, quotations, negotiations and representations, if any, made prior to and with reference hereto are merged in this Acceptance.
  2. Delivery, The delivery dates stated in this Acceptance are approximate dates. Seller shall make best efforts to respect said delivery dates. Seller’s failure to deliver the goods subject to this Acceptance on the dates stated herein shall not give Buyer any right to damages. The occurrence of unforeseen events affecting either Seller or Seller’s subcontractors shall excuse Seller’s failure to deliver the goods on the dates stated herein. Said unforeseen events shall include, but not be limited to, events of force majeure. As used in this Acceptance, events of force majeure include. but are not limited to, war, revolution, invasion, insurrection, riots, mob violence, sabotage or other civil disorders, acts of God, strikes or other labor disputes, acts, laws, regulations and any other circumstances beyond the control of Seller. Seller’s observation of the delivery dates stated herein is conditioned on Buyer’s respecting its obligations to Seller, in particular, the conditions of payment stated herein. Seller reserves the right to make partial deliveries of goods as available.
  3. Shipment. All goods shall be suitably prepared and packed for shipment in accordance with good commercial practice so as to effect safe delivery and freedom from weather damage, to secure the lowest transportation rates and to meet Buyer’s carrier’s requirements. Damage resulting from improper or inadequate packaging will be charged to Seller. Any charges for packing, crating or carriage shall be as stated in this Acceptance. If in order to comply with Buyer’s requested delivery date it becomes necessary for Seller to ship the goods by a more expensive way than specified in this Acceptance, any increased transportation cost resulting there from shall be paid for by Buyer unless the necessity for such re-routing or expedited handling has been caused by Seller.
  4. Warranty and Limitation of Remedies. Seller warrants that at the time of delivery all goods manufactured by it will conform to Seller’s specifications and standards for the goods and will be free from defects in workmanship and materials during the Warranty Period. The Warranty Period shall extend for thirty-six (36) months from the date of shipment of the goods from Seller’s warehouse as such date is stated on Seller’s invoice. In the event of a breach of the foregoing Warranty, Seller, at its sole option, will repair or replace (F.O.B. Seller’s warehouse) the goods in question, provided, in all cases, that (1) Seller’s goods have been properly installed, used, and serviced, that the goods have not been abused by Seller or any other person and, further. that no change has been made in the goods by Buyer or any other person; (2) Seller receives written notice of the alleged breach within the Warranty Period; and (3) the goods in question are returned, properly crated for shipment, freight pre-paid, to Seller’s warehouse for inspection and that such inspection establishes that the goods are defective due to a cause attributable to Seller. THIS WARRANTY IS IN LIEU OF AND IS EXCLUSIVE OF ALL OTHER WARRANTIES NOT SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO SELLER’S GOODS, AND ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IS HEREBY EXPRESSLY DISCLAIMED, SELLER’S LIABILITY UNDER THIS WARRANTY OR OTHERWISE WITH RESPECT TO ITS GOODS OR THEIR USE, INCLUDING LIABILITY FOR NEGLIGENCE. STRICT LIABILITY OR OTHERWISE IN TORT, IS LIMITED EXCLUSIVELY TO THE REMEDY PROVIDED ABOVE, AND NO OTHER RIGHT OR REMEDY WILL BE AVAILABLE TO BUYER, SELLER IN NO EVENT WILL BE LIABLE TO ANY PERSON FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES TO PERSON OR PROPERTY EXCEPT TO THE EXTENT MANDATED BY APPLICABLE STATE LAW. No person is authorized to extend or in any way vary Seller’s obligations hereunder or in connection herewith, and any representation or warranty made by any sales representative or other agent or representative of Seller which is not specifically set forth herein shall not be binding upon Seller.
  5. Prices and Payments. Unless the parties otherwise agree, all prices stated in this Acceptance shall be in United States Dollars “F.O.B. Seller’s warehouse.” The prices stated do not include any duties or taxes payable by Buyer in respect of the goods which are the subject of this Acceptance, except as said duties and/or customs may be payable by Seller on behalf of Buyer and shown and billed as separate items on Seller’s invoice to Buyer. The net invoice price shown on Seller’s invoice to Buyer is due and payable not later than thirty (30) days following the date of Seller’s invoice. Any overdue balance owed to Seller shall be subject to the payment of a late charge calculated at the rate of one and one-half percent (1.5%) per month for the period of time said balance or any part thereof is overdue. Said late charge shall be added to the overdue balance. In the event of Buyer’s late payment in respect of any Acceptance, Seller reserves the right to cancel and/or suspend its performance under any outstanding Acceptance, with no liability of any kind to Buyer as a result thereof, until Seller has received guarantees satisfactory to Seller of Buyer’s intent and ability to make timely payments in the future.
  6. Setoff. No claims for money alleged to be due from Seller may be deducted or setoff by Buyer by reason of any claim arising out of this or any other transaction between Buyer and Seller.
  7. Changes. Any changes requested by Buyer in packaging, time and place of delivery and/or method of transportation are subject to written acceptance by Seller. If any such changes cause an increase or decrease in the cost of the goods or in the time required for Seller’s performance, an equitable adjustment shall be made and the Acceptance shall be modified in writing accordingly.
  8. Confidential Information. Seller considers all information furnished to Buyer regarding Seller’s goods to be confidential and Buyer shall not disclose any such information to any person or use such information itself for any purpose other than as contemplated by this Acceptance, unless Buyer obtains Seller’s prior written permission to do so. Buyer’s obligation of confidentiality shall apply to drawings, specifications or other documents prepared by Seller and disclosed to Buyer. Unless otherwise agreed in writing, commercial, financial or technical information disclosed in any manner or at any time by Seller to Buyer shall be deemed secret and confidential; and Seller, to protect its rights in said confidential information, may take action against Buyer, as appropriate, with respect thereto, including, but not limited to, any rights as may exist under patent, copyright or trademark laws.
  9. Inspection. Buyer’s payment for the goods delivered to Buyer hereunder constitutes acceptance thereof, Buyer shall have the right to inspect and to reject any and all of said goods which are defective or non-conforming. Goods rejected and goods supplied in excess of quantities called for herein may be returned to Seller at Buyer’s expense. In the event that Seller’s subsequent inspection reveals an excess quantity of goods shipped or a defect in the goods covered by the Warranty stated in this Acceptance, Seller shall reimburse Buyer for Buyer’s cost incurred to return the defective goods to Seller.
  10. Termination. Seller may terminate this Acceptance or any part hereof in the event of any default by Buyer or if Buyer fails to comply with any of the terms and conditions of this Acceptance. Late payment of Seller’s price for the goods in breach of this Acceptance and Buyer’s failure to provide Seller, upon request, with reasonable assurances of future performance shall trigger Seller’s right to terminate this Acceptance. In the event of termination, Seller shall not be liable to Buyer for any amount and Buyer shall be liable to Seller for any and all damages sustained by reason of Buyer’s default which gave rise to the termination.
  11. Patents, Copyrights & Trademarks. Seller agrees, upon receipt of notification, promptly to assume full responsibility for defense of any suit or proceeding which may be brought against Buyer for alleged patent, copyright or trademark infringement, provided that such claim arises out of Buyer’s proper use, without alteration, of the goods which are the subject of this Acceptance.
  12. Title. Title in respect of the goods which are the subject of this Acceptance shall pass to Buyer upon Seller’s delivery of Seller’s goods, F.O.B. Seller’s warehouse, to the carrier designated by Buyer or otherwise designated in accordance with the agreement of the parties.
  13. Risk of Loss or Damage. Risk of loss or damage in respect of the goods which are the subject of this Acceptance shall pass to Buyer upon Seller’s delivery of Seller’s goods, F.O.B. Seller’s warehouse, to the carrier designated by Buyer or otherwise designated in accordance with the agreement of the parties.
  14. EEO. Unless the contract is exempt by rules and Regulations of the Secretary of Labor issued pursuant to Section 201 of Executive Order 11246, or Section 503 of the Rehabilitation Act of 1973, or Section 402 of the Vietnam Era Veteran’s Readjustment Assistance Act of 1974, or unless the contract otherwise is exempt from the application of the above described Executive Order and Acts, there is incorporated herein by reference Paragraphs (1) through (7) of the contract clause set forth in Section 202 of Executive Order 11246. Paragraphs (a) through (f) of the contract clause set forth at 41 CFR §60-741.4 and Paragraphs (a) through (m) of the contract clause set forth at 41 CFR §60-250.4.
  15. Governing Law. This Acceptance shall be governed by the laws of the Common­ wealth of Pennsylvania. This Acceptance is entered into and shall be performed in Allegheny County, Pennsylvania, and venue for any action based on this Acceptance shall rest solely in Allegheny County, Pennsylvania.
  16. Taxes. Buyer shall be liable for any federal, state or local taxes assessed against Buyer and separately stated and billed in this Acceptance.
  17. Waiver. Seller’s failure to insist on performance of any of the terms and conditions herein, or to exercise any right or privilege, or Seller’s waiver of any breach hereunder, shall not thereafter constitute a waiver of any other terms, conditions or privileges whether of the same or similar type.
  18. Freight Charges. When published freight charges are used, any decrease or increase therein shall be for the account of Buyer.
  19. Entire Agreement. This Acceptance and any documents referred herein constitute the entire agreement between the parties hereto and supersede any prior agreement between them relating to the subject matter hereof
  20. ANTI-BRIBERY CLAUSE The Customer will:

Comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including, but not limited to:

  • Local, state and national laws in the territories in which it operates.
  • The UK Bribery Act 2010.
  • The US Foreign Corrupt Practices Act 1977.
  • The UN Convention Against Corruption.

Comply with the Halma p l c Group Code of Conduct relating to bribery and corruption, which may be found on the Halma website (www.halma.com). Have in place its own policies and proceduresto ensure compliance with this Clause. Ensure that all parties with which it is associated or who are providing goods or services in connection with this Contract (including subcontractors, agents, consultants and other intermediaries) are aware of and comply with the requirements of this Clause. Maintain complete and accurate records of all transactions and payments related to this Contract and, on reasonable request, disclose details of those transactions and payments to the Company. On reasonable request confirm in writing to the Company that it has complied with the requirements of this Clause and, if so requested, allow the Company to verify this compliance by way of an audit of its records. Immediately inform the Company if it suspects or becomes aware of any breach of this Clause by one of its employees, subcontractors, agents, consultants or other intermediaries and provide detailed information about the breach.

 

WARRANTY INFORMATION

We promise to provide our customers with the best possible after sales service and will continue to offer a full 36-month warranty from date of purchase. Also, BEA Inc. (BEA) will guarantee you a… TWO WEEK TURNAROUND ON ALL WARRANTY REPLACEMENTS!

SERVICE PLUS GUIDELINES

BEA is committed to this program and will guarantee you a free sensor, should we fall short of our warranty replacement policy. If you have any questions regarding this new policy, please feel free to contact the Quality Control/Warranty Manager, at 1-800-523-2462.

GENERAL

BEA, Inc. (BEA) warrants that all products sold will be free from defects in workmanship and materials during the warranty period. The warranty period shall extend for thirty-six (36) months from the date of sale.

Within this warranty period, BEA at its sole option, will repair or replace (F.O.B. Pittsburgh) the goods in question at no charge subject to provisions as described below.

The warranty period for a repair or replacement will continue for the remainder of the original 36-month period. For example, if a 14-month old unit is returned under warranty, its repair/replacement will still be under warranty for the remaining 22 months from the date of the original sale.

PROCEDURE

All warranty returns will be processed through the Pittsburgh location. Prior to returning items for warranty purposes customers are encouraged to contact BEA by fax, phone, or the email address listed below. To speed up the RMA process, please be prepared to answer the following questions:

  • Company Name & Address or Account # (AR#)
  • Serial Number
  • Item Number

Units returned to BEA should be properly packaged and shipped freight prepaid to:

BEA
Attn: Warranty Dept.
100 Enterprise Drive
Pittsburgh, PA 15275

BEA reserves the right to refuse packages damaged due to improper packing.

A packing list should be included with each package
and contain the following information:

  • Customer
  • Address (where repair/replacement should be shipped)
  • Customer Reference (1.e. PO#, job Name, ect.)
  • Date of Shipment
  • RMA# (if provided by BEA)
  • List of Units Returned
  • Description of Problem

If you purchase BEA products from your automatic door manufacturer, please submit all warranty claims to that manufacturer.

OUT OF WARRANTY

Items returned with an expired warranty will not be repaired or replaced.

NOTE: If an item is determined to be out-of-warranty, it will be discarded without notice.

To help avoid returning out-of-warranty items, customers are encouraged to contact the After Sales Service Department by fax, phone or e-mail address listed below:

  • Company Name & Address or Account# (AR#)
  • Serial Number
  • Item Number

The required information is generally listed on the circuit board inside the product housing. If the product does not have a serial number on the circuit board, use the number from the product housing.

NOTE: Products that have no serial number label will be treated as out-of-warranty.

BEA will confirm the warranty status when the product is returned and may update the status based on the visual inspection of the actual item.

LIMITATIONS

BEA will confirm the warranty status when the product is returned and may update the status based on the visual inspection of the actual item:

  • Damage caused by improper electrical connections
  • Damage caused by defects in other manufacturer’s equipment
  • Damage caused by fire, lightening, vandalism, acts of God
  • Damage caused by water (weather protection accessories are available)
  • Rebuilt, remanufactured or repaired units by the customer or third party

The warranty is also void on any unit that has been tampered with, modified or otherwise taken apart by
non-BEA personnel.

Batteries are not covered under the BEA Warranty Policy.

If a customer account has any outstanding invoices over 90 days, our 2-week guaranteed turnaround will not apply.

If you have any questions about our After Sales Service program, please contact our After Sales Service Team at:

Phone Number: 1 800.523.2462
Fax Number: 1 412.249.4101
Email: Warranty@beainc.com

POLICY

Any product(s) being returned to BEA Inc. for credit must have an accompanying Returned Merchandise
Authorization (RMA) number for proper identification and receipt. To obtain an RMA number, please contact your Sales Representative.

Any expenses incurred with regard to the shipping/freight costs of returned product(s) to BEA are the
responsibility of the customer.

TERMS & CONDITIONS OF SERVICE PLUS PROGRAM RETURN / CREDIT POLICY

PROCEDURE

I. Product(s) Returned within One Month of Purchase Date.
Any product(s) being returned within one month of purchase date, as NEW or stock condition, will receive a full credit on the value of the item provided the return has an RMA number. Each unit must be returned complete and in the original ‘sellable’ package condition.

II. Product(s) Returned after One Month from Purchase Date.
Any product(s) being returned after one month, but still within six months of the purchase date, will receive a credit less a 25% restocking fee provided the return has an RMA number. The condition of the product(s) will determine the amount of the credit to be issued. Credit will never be more than 75% of the purchase price.

III. Product(s) Returned after six months from Purchase Date.
Any product(s) being returned after six months of purchase will be treated as a warranty replacement.

IV. Product(s) Returns without an RMA Number.
Any product(s) received with no corresponding RMA number will be treated as a warranty replacement.

V. Third Party Product(s) Returns.
If a company other than the original purchaser returns product(s), credit will not be issued. In this case, we will honor the balance of any remaining warranty. The respective, regional Sales Representative will be in contact with the customer in these instances.

VI. Customized SuperScans
Custom SuperScans that are returned for credit will incur a 25% restocking fee regardless of the date of purchase and the condition in which the product is returned.

MODERN SLAVERY ACT STATEMENT

Introduction

Halma supports the provisions set out in the Modern Slavery Act (“the Act”) and, through our own 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. We do not tolerate practices which contravene these international standards. Regulatory demands upon us vary considerably around the world, so Halma establishes the core structure to ensure that Group companies fully comply with legislative and regulatory requirements while permitting them to tailor their approach to their particular needs.

The Act requires organizations to publish a slavery and human trafficking statement on an annual basis where they have a turnover of over £36 million, carry on business in the UK and are supplying goods or services. This statement sets out the steps we have taken to ensure that slavery and human trafficking is not taking place in our supply chains.

Halma’s business and structure

Our products provide innovative solutions for many of the key problems facing the world today. Halma employs over 5,600 people in nearly 50 businesses based in more than 20 countries. Our companies and products have a core focus on safety, health and environmental markets.

Companies within the scope of the Act

Halma plc is the parent company employing the leadership team which sets the framework under which Group companies operate. It does not supply goods or provide any services to third parties.

There are three operating subsidiaries within the Halma group which meet the reporting criteria under the Act:

  • Bureau d’Electronique Appliquée S.A. (BEA) – designs and manufactures sensors for automatic doors;
  • Crowcon Detection Instruments Limited – designs and manufactures gas detection instruments; and
  • Apollo Fire Detectors Limited – designs and manufactures fire detection solutions.

Halma’s approach to the Act

Halma has a culture of openness, integrity and accountability. We require our employees to act fairly in their dealings with fellow employees, customers, suppliers and business partners.

We do not believe that we operate in any high-risk industries and, based on the Global Slavery Index 2016, we do not have business operations in the highest risk countries.

Our worldwide Code of Conduct sets out the ethical standards that should govern the activities of Halma and its subsidiaries, and the activities of our employees and business partners. Our policies and procedures are being updated to specifically reference modern slavery and human trafficking.

The Group has a clear whistleblowing policy and an established third-party whistleblowing hotline which allows employees in any of our businesses to raise concerns confidentially, anonymously (where permitted by law) and independent of their company.

BEA, Crowcon and Apollo regularly undertake audits of their major suppliers. Prior to engaging with major suppliers, due diligence and vetting procedures are in place to ensure that suppliers will meet our required standards.

As Chief Executive, I will continue to lead this important agenda for our Group and will report next on the steps that we have taken in October 2017.

This statement was approved by the Board of Halma plc and signed on its behalf by:

Andrew Williams
Chief Executive

30 September 2016

http://www.halma.com/investors/corporate-responsibility/modern-slavery-act-statement.aspx