SENSOR-NITE N.V.
GENERAL CONDITIONS OF PURCHASE
General Provisions
These General Conditions of Purchase shall apply to all current and future agreements whereby a Seller
sells goods or provides services to SENSOR-NITE N.V.
1.
1.1
1.2

DEFINITIONS & INTERPRETATIONS:“Buyer” means SENSOR-NITE N.V., Transportstraat 1, B-3980, Tessenderlo, Belgium.
“Contract” means the concluded agreement that comes into existence upon the Seller accepting thePurchase Order.
1.3 “Contractual Price” means the price specified in the Purchase Order.
1.4 “General Conditions of Purchase” means this document.
1.5 “Goods” means the goods described in the Purchase Order.
1.6 “Purchase Orders” means Buyer’s purchase order which sets out the details of the Goods and/or
Services and to which this document is annexed.
1.7 “Seller” means the person from whom Buyer is purchasing the Goods and/or services.
1.8 “Services” means the services described in the Purchase Order.
1.9 “Writing” includes facsimile transmissions, e-mail and comparable means of communication. Any
notice and/or other communication in writing required to be given by one party to the other shall be
addressed to that other party at its registered office or principal place of business.
1.10 “Force majeure” means any cause or circumstance not within a party’s reasonable control including
but not restricted to strikes, war, civil disorder and natural disasters.
1.11 The headings in these General Conditions of Purchase are for convenience only and shall not affecttheir interpretation.
1.12 If any provision of these General Conditions of Purchase is held by any competent authority to beinvalid or unenforceable in whole or in part, the validity of the other provisions of these General
Conditions of Purchase and the remainder of the provision shall not be affected thereby.
2.
2.1
2.2

2.3

PURCHASE ORDER:
Buyer will not be bound for acceptance of Goods supplied or Services rendered unless covered by
an official Purchase Order which has been acknowledged by Seller within ten (10) working days ofthe date thereof.
By acceptance of the Purchase Order, Seller agrees to comply fully with the terms and conditions
thereof and with these General Conditions of Purchase. Acceptance of the Purchase Order is strictly
limited to the terms and conditions of the Purchase Orders and to these General Conditions ofPurchase and none of Seller’s terms and conditions shall apply. Acceptance by Buyer of any Goods
and/or Services under the Purchase Orders shall not constitute acceptance of Seller’s terms andconditions.
In the event of a conflict between the terms of the Purchase Order and these General Conditions ofPurchase, the terms of the Purchase Order shall prevail.

3.
3.1

ALTERATIONS:
Any alterations with regards to Buyer’s Purchase Order, included but not limited to quantity, quality,
description or specifications of the Goods and/or Services to be delivered or any alterations in theterms of the transaction must be mutually agreed between Buyer and Seller and shall be confirmed
by Buyer in writing prior to delivery.
3.2 Buyer reserves the right to make changes in design and specification for any Goods and/or Services.
The difference in price or time for performance resulting from such changes as reasonably
determined by Buyer will be equitably adjusted and the Purchase Order will be amended accordingly.
4.
4.1

4.2
4.3
4.4

4.5

QUALITY & CONFORMANCE/COMPLIANCE WITH LAWS:
All Goods and/or Services shall conform either to Buyer’s description or mutually agreed upon
specifications or if applicable, previously submitted Buyer-approved supplies and/or samples. In
either case, Goods and Services shall be subject to Buyer’s approval within a reasonable time after
delivery, not to exceed sixty (60) days.
Goods supplied or Services rendered shall conform to quantity, quality and description in accordancewith the provisions of the Purchase Order and possess all the properties necessary for normal usageof the Goods or Services as can normally be expected by the Buyer.
Goods supplied shall be delivered to conform to the Global Supplier Quality Manual a copy of whichis available through internet on https://www.sensata.com/resources/portals/suppliers.
In performing the Contract, Seller shall comply with all applicable laws and regulations including but
not limited to those pertaining to the supply, packaging, labelling and carriage of hazardous goods,
health and safety, product safety, environmental protection, the sale and use of material, production,
pricing of goods, the import and export of goods and taxation.
Seller shall not use, in the manufacture of or in the Goods, substances defined in Buyer’s
Environmental Requirements T-604597 (a copy of which is available on request) or defined by Article
1 of EC Directive No. 3039/94 of 15 December 1995 (Ozone depleting substances). Seller shallcomply with all requirements set forth in European regulation (EC) 1907/2006 concerning theRegistration, Evaluation, Authorisation and Restriction of Chemicals (REACH). A violation of any or
all of the above obligations entitles the Buyer to terminate the Contract and claim damages.

INSPECTION AND WARRANTY:
Unless otherwise specified, acceptance of Goods and/or Services received against the Purchase
Order will take place at the “ship to” facility mentioned in the Purchase Order. Seller warrants that allGoods or Services supplied under the Purchase Order conform to the mutually agreed specification,
drawings, samples or other descriptions furnished by Buyer.
5.2 Seller shall comply with all applicable statutory and regulatory requirements relating to the
manufacture, labelling, packaging, storage, handling and delivery of the Goods.
5.3 Goods rejected shall be held at Seller’s risk and are returnable at Seller’s expense for credit at thefull price and shall not count as having been delivered unless Seller agrees with Buyer to make theGoods fit for their intended purpose in which case the Seller shall be debited with the costs thereof.
5.4 If required Seller will make process control data, inspection and test reports covering the Goods andtheir parts available for review and subject to examination by Buyer or its authorised representative
to verify conformance to such applicable specifications and drawings. However, a certificate ofconformance must accompany individual shipments when so specified on applicable drawings, oron the Purchase Order.
5.5 Inspection may be performed at Buyer’s option on a statistical sampling basis. The entire delivery
may be rejected based on defects revealed by such sampling. At Buyer’s option, the rejected Goods
will be either returned to the Seller for replacement or credit or 100% screened by Buyer with thecost of screening paid by Seller.
5.6 The initial inspection performed by Buyer upon receipt of Goods is a conditional acceptance, andshall not waive the right of Buyer to return to Seller Goods which exhibit or develop defects due tolatent causes during or after installation or testing of the end product.
5.7 For the purpose of auditing Seller’s Quality Management System and/or processes Buyer has theright to access to all locations where the Goods are manufactured or Services are performed.
5.8 Unless a longer period is set forth on the face of the Purchase Order, Seller’s warranty shall beeffective for a period of two (2) years from the date of delivery to Buyer.
5.9 Seller shall inform buyer of any risk involved in the usage of the Goods. Seller must also inform Buyerof such risk even if the warranty period has expired, or if the risk is not covered by warranty.
5.10 The forgoing remedies are in addition to, and not in lieu of any remedies available to Buyer.

6.
6.1

PACKING AND TRANSPORTATION:
Unless otherwise specified in the Purchase Order, terms of delivery are DAP (Incoterms in its lastversion) to the “ship to” facility referenced in the Purchase Order.
6.2 Seller shall ensure that the Goods are properly packed and secured in such manner as to enable
them to reach their destination in good condition. No separate payment will be made for any packing
materials, except otherwise stated in the Purchase Order or subsequently agreed in writing by Buyer.
6.3 Each delivery of the Goods and/or Services shall be accompanied by a delivery note which shows
the date of the Purchase Order, the Purchase Order number, the type and quantity of the Goods
and/or Services, special storage instructions (if any) and, if the Goods are being delivered byinstalments, and the outstanding balance remaining to be delivered.
6.4 If the Seller requires the Buyer to return any packaging material of the Goods to the Seller, that fact
should be clearly stated on the delivery note. Any such packaging material shall only be returned to
the Seller at the cost and risk of Seller.
7.
7.1
7.2

7.3

7.4

7.5

7.6

7.7

8.
8.1

5.
5.1

8.2
8.3
9.
9.1
9.2

9.3
9.4

TRANSFER OF TITLE / PROPRIETARY INFORMATION / TOOLS:
Except in the case where Goods are collected by Buyer, the title and risk to the Goods shall passupon acceptance by Buyer at Buyer’s premises.
All information which Buyer makes available to Seller for the purpose of performing the Contract isconfidential. Seller agrees not to disclose such information to any third party and/or use that
information for purposes other than submitting a bid or performing a Contract unless otherwise
agreed in writing by Buyer. Further, Seller shall ensure that its officers, employees and agents(including those officers, employees and agents who may terminate their relationship with Seller)
shall abide by the same obligation as if their names were inserted in the place of “Seller”.
If it becomes necessary for the Seller to disclose confidential information to the Buyer or if it becomes
necessary for the Buyer to disclose confidential information other than that outlined in Section 7.2,
the obligations related to such information shall be set forth in a separate non-disclosure agreement
to be executed by the parties prior to the disclosure of such confidential information.
Drawings, samples, formulas and tools which Buyer makes available to Seller for submission of abid or performance of a Contract, remain Buyer’s property and may not be copied or used for
purposes other than the Contract. They must be returned to Buyer upon request after refusal of bid
or performance of the Contract.
To the extent relevant, in the event that Buyer’s tooling is in Seller’s custody or control, Seller bears
the risk of loss, theft and damage. Seller agrees to keep Buyer’s tooling free from all liens andencumbrances and insure the Buyer’s tooling against loss or destruction. Seller must permanently
mark all Buyer’s tooling as “Property of Buyer”. At all times Seller will: (a) use Buyer’s tooling only forthe performance of the Contract; (b) not deem Buyer’s tooling to be personal; (c) not move Buyer’s
tooling from the address designated on the Purchase Order without the prior written approval from
Buyer; and (d) Seller will not sell, transfer or otherwise dispose of Buyer’s tooling without the priorwritten consent of Buyer. Buyer has the right to enter Seller’s premises at all reasonable times toinspect such tooling and Seller’s related records. If Buyer purchases any tooling from Seller, it must
be built robustly and durably for its intended use.
Unless otherwise stated on the Purchase Order, Seller at its own expense must furnish, keep in goodcondition and replace when necessary, all equipment, dies, tools, gauges, jigs, fixtures, patterns, orother items necessary for the production of the Goods. Buyer reserves the right to take possessionof and title to any production equipment that is special for the production of the Goods, unless theGoods are standard products of the Seller, of if substantial quantities of like Goods are being sold bySeller.
All inventions which Seller conceives or reduces to practice during the course of its performance
under a Purchase Order or Contract shall be the exclusive property of Buyer if the work productqualifies as ‘work‐for‐hire’. If the work product does not qualify as a ‘work‐for‐hire’, then in any eventall rights in the work product, including but not limited to copyright, will be deemed automaticallytransferred to Buyer from its inception. Buyer shall have the exclusive worldwide right to use, edit,
translate, publish, transfer or sell the work product prepared by Seller in any manner which Buyer
deems fit.
INDEMNITY OBLIGATIONS:
Seller agrees to indemnify and save harmless Buyer from all liabilities, costs, expenses, damages
and losses, including but not limited to any direct, indirect or consequential losses, loss of profit, lossof reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and allother professional costs and expense arising from the ordinary purchase, sale or use of Goods and/or
Services as a result of or in connection with:
8.1.1 any claim made against Buyer for actual or alleged infringement of a third party’s intellectual
rights, including but not limited to any patent, model, trademark, tradename or copyright arisingout of, or in connection with the manufacture, supply or use of the Goods, or receipt, use or
supply of the Services, to the extent that the claim is attributable to the acts or omissions of theSeller, its employees, agents or subcontractors;
8.1.2 any claim made against the Buyer by a third party for, death, personal injury or damage toproperty arising out of, or in connection with defects in the Goods, to the extent that the defects
in the Goods are attributable to the acts or omissions of the Seller, its employees, agents or
subcontractors; and8.1.3 any claim made against the Buyer by a third party arising out of or in connection with the supplyof the Goods or the Services, to the extent that such claim arises out of the breach, negligent
performance or failure or delay in performance of the Contract by the Seller, its employees
agents or subcontractors.
This clause 8 applies not only for the Goods or Services delivered, but also if the Goods are built intoanother device or finished good and an inferiority of the finished goods can be directly traced to theGoods or Services supplied by Seller.
This clause 8 shall survive termination.
DELIVERIES:
Seller will promptly inform Buyer in writing on delay or anticipated delay of delivery, stating reasons,circumstances causing the delay and a recovery plan.
Seller will deliver the Goods and or render the Services on the date and time specified on thePurchase Order to the “ship to” facility mentioned on the Purchase Order. Time is of the essence for
Seller’s performance of all its obligations under any Contract. Failure to meet the delivery datereferred to in the Purchase Order shall be considered breach of Contract.
Seller agrees to pay Buyer any penalties or damages imposed upon or incurred by Buyer caused by
failure of Seller to deliver Goods and/or render Services on such delivery dates.
Partial deliveries shall only be made with a prior written agreement of Buyer.

10. CONTRACTUAL PRICE AND PAYMENT:
10.1 Contractual prices stated on the Purchase Order shall be binding for Buyer and Seller.
10.2 Payment terms shall be 30 calendar days from date of invoice, unless otherwise stated on thePurchase Order or agreed to in writing between Buyer and Seller.
10.3 Seller’s invoice shall, at a minimum, contain the following details:
Buyer’s Purchase Order number, Buyer’s product code, quantity delivered, invoice number, date of
invoice, invoice address, Seller’s bank details and Seller’s VAT number, for European-based Sellers
only.

Issued 19-04-2019

10.4 Buyer may set off against any sums due to the Seller whether under this Contract or otherwise any
lawful set-off or counterclaim to which buyer and/or its affiliated companies may at any time beentitled.
11.

NON-PERFORMANCE:In case of non-performance by Seller of any of its obligations other than by reason of force majeure,
Buyer may terminate, by notice in writing to Seller, in whole or in part, the Contract between Buyer andSeller based upon the Purchase Order at any time and without intervention of any judicial authority,
without prejudice to Buyer’s right to demand specific performance of the Contract and/or claim damages
from Seller.

12. FORCE MAJEURE:
12.1 In case of non-performance due to Force majeure, Buyer may, by written notice to Seller, dissolvein whole or in part the agreement between Buyer and Seller based upon any Purchase Order at any
time and without intervention of any judicial authority.
12.2 The Seller shall use all reasonable endeavours to mitigate the effect of a Force majeure event on
the performance of its obligations.
13. TERMINATION:
13.1 If Seller ceases to conduct its operations in the normal course of business or if any proceedings
under the bankruptcy or insolvency laws are brought by or against Seller, Buyer may without
intervention of any judicial authority terminate any Contract between Buyer and Seller based upon
the Goods delivered or Services rendered previously in accordance with the Purchase Order. Suchnotice shall indicate the extent and effective date of such termination.
13.2 Buyer may without intervention of any judicial authority immediately dissolve the Contract in the event
Seller offers a gift or makes a promise in whatever form to Buyer or one of his subordinates.
14.

PROVISION OF SPARE PARTS:
Seller agrees to provide spare parts for the Goods for a period of at least ten (10) years after the lastdelivery of the Goods.

15.

TRADENAMES AND TRADEMARKS:
Any reference to the name of Buyer or to any of Buyer’s trade names or trademarks shall not be madeunless Buyer has granted prior written approval.

16. APPLICABLE LAW:
16.1 The Purchase Order shall be governed by the laws of Belgium.
16.2 The Uniform Act in respect of the conclusion of International Purchase agreement of moveables(CISG) and the Uniform Act in respect of the International Purchase of moveables (L.U.V.I.) are
expressly excluded.
16.3 In order to facilitate the exchange of information in accordance with this agreement and in conformity
with the laws and regulations of the United States and the European Union relating to the exportationof technical data, Seller and Buyer agree to comply fully with all relevant laws and regulations of theUnited States and the European Union.
17.

JURISDICTION:
The competent Court at Hasselt in Belgium shall have exclusive jurisdiction to hear all disputes
arising in connection with the terms and conditions of the Purchase Order and in connection withthese General Conditions of Purchase.

18.

EXPORT CONTROL COMPLIANCE:
Both Seller and Buyer agree to obtain any necessary export license or other documentation prior to
the exportation or re‐exportation of any product, technical data, software or software source code
covered under the Contract or any direct product of such technical data, software or software source.
Accordingly, neither Seller nor Buyer shall sell, export, re‐export, transfer, divert or otherwise disposeof any such product, technical data, software or software source code directly or indirectly to any
person, firm, entity, country or countries prohibited by U.S. or applicable non‐U.S. laws. The
responsible party shall secure, at its own expense, such licenses and export and import documents
as are necessary for each respective party to fulfil its obligations under this Contract.

19.

COMPLIANCE WITH ANTI-CORRUPTION LAWS:
Seller represents, warrants and undertakes to comply with any anticorruption law or similar
legislation, codes, rules, policies and regulation applicable to the Buyer and/or to the performance of
Seller’s obligations to provide Goods and/or Services in relation to any Purchase Order (“AntiCorruption Laws”) and not take any action or permit, authorise or tolerate any action in violation of
the Anti-Corruption Laws.

20.

COMPLIANCE WITH DATA PROTECTION LAWS:
From time to time Buyer may transfer data acquired from Seller for the purpose of carrying out theperformance of this Contract with any member of its group (which means subsidiaries, ultimate
holding company and its subsidiaries worldwide). The data collected may be transferred to, andstored at, a destination outside the European Economic Area ("EEA"). It may also be processed bystaff operating outside the EEA who work for Buyer. By Seller submitting data, Seller agrees to thistransfer, storing or processing. Buyer will take reasonable steps necessary to ensure that Seller’sdata is treated securely and in accordance with the practices contained in Regulation (EU) 2016/679.

21.

CORPORATE SOCIAL RESPONSIBILITY:
Seller shall acknowledge and adhere to Buyer’s Supplier Code of Conduct, and all referenced
policies and procedures as presented on Buyer’s Website at and as appropriate, in Buyer’s Global
Supplier Quality Manual (QMS-1004255). The provisions of the Supplier Code of Conduct are in
addition to, and not in lieu of, the provisions of any legal agreement or contract between a Supplierand Buyer or any of its affiliates. We expect Suppliers to hold their supply chain, including
subcontractors and third party labor agencies, to the same standards contained in the Supplier Codeof Conduct. The Supplier Code of Conduct does not create any third-party beneficiary rights or
benefits for Suppliers, subcontractors, their respective employees or any other party. Buyer’s
Suppliers are advised that they may be subject to survey and audit by third parties on behalf of Buyer
to verify compliance with the following provisions. Non-compliance or misrepresentation ofcompliance by a Supplier may result in sanctions, including, but not limited to, termination of theiragreements with Buyer for default.

Issued 19-04-2019