Supplier Terms and Conditions

1. These Terms and Conditions apply to Diba Industries, Inc. d/b/a Arcmed (“Buyer”) purchase of goods, services, products from Seller. Unless otherwise agreed in writing, these Terms and Conditions supersede any prior or contemporaneous oral or written agreements or communications between them relating to the subject matter hereof. Additionally, any terms in Seller’s purchase order or any other supplier document which are in addition to, or are different or contrary to these terms, are hereby rejected. In the event of a conflict between these terms and conditions and any quotation or purchase order with conflicting terms, these standard supplier terms and conditions shall prevail. The terms of these Terms and Conditions shall extend to Affiliates of Company. An “Affiliate” means Bio-Chem Fluidics, Inc. and Diba Industries LTD. (collectively with Diba Industries, Inc., the “Arcmed Group”) and any other entity, including without limitation, any individual, corporation, company, partnership, limited liability company or group, that directly, or indirectly through one or more intermediaries, controls, that is or hereafter becomes a member of the Arcmed Group. In the event that any Buyer Affiliate issues, or is issued, a purchase order pursuant to these Terms and Conditions, such purchase order: (i) shall incorporate by reference the terms of these Terms and Conditions; (ii) shall be deemed a separate contract between the parties who sign it, with all rights and obligations applicable to the Buyer hereunder applying instead and solely to the applicable Buyer Affiliate; and (iii) is an independent contractual obligation from any other purchase order. These Terms and Conditions do not transfer ownership of, or grant Seller any rights to Buyer’s intellectual property. As between the parties, all intellectual property rights inherent in and appurtenant to the goods, including all copyrights, trademarks, patents, trade secrets, and all other proprietary rights, shall remain the sole and exclusive property of Seller. Fulfilment of Seller order does not constitute Buyer acceptance of any of Seller terms and conditions and does not serve to modify or amend these Terms and Conditions.

2. PRICES AND TAXES. Unless otherwise agreed in writing, prices include the cost of freight or handling, or cost or charges for insurance or any production, sales, use, transfer, transportation, excise or other tax, tariffs, or custom duties. All sales, use, excise, gross receipts, and other similar taxes are the responsibility of the Seller.

3. PAYMENT TERMS. Terms of payment, unless otherwise agreed in writing, are net 35 end-of-month from invoice date, in U.S. dollars.

4. Delivery is DAP Diba location, i.e., risk of loss and title shall pass to Buyer upon delivery to Diba. Unless otherwise agreed in writing, prices include the cost of freight or handling, or cost or charges for insurance or any production, sales, use, transfer, transportation, letter of credit fee, excise or other tax, tariffs, or custom duties.

5. SUBSTITUTIONS, VARIATIONS IN QUANTITY, CANCELLATION: Orders accepted by Seller may not be cancelled or changed prior to shipment. Unless otherwise agreed in writing, Seller shall not substitute components, materials, finished goods or accessories for those ordered.

6. WARRANTY AND DISCLAIMERS: Seller warrants that product supplied hereunder shall, at the time of delivery to Buyer conform to the published specifications of Seller and to be free from defects in material and workmanship under normal use and service. Any technical advice, information, suggestions, or recommendations given to Buyer by Seller with respect to the product or the suitability or desirability of the product for any particular use or application are based solely on the expertise of Seller.

7. REPEAT SHIPMENTS: Repeated acceptances of orders does not imply any agreement on the part of Seller to continue the acceptance of orders in the future.

8. ANTI-BRIBERY CLAUSE:

The Seller will:

• Comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including, but not limited to:
  • Local 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 plc Group Code of Conduct relating to bribery and corruption which may be found on the Halma website (halma.com).
• Have in place its own policies and procedures to 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 Buyer.
• On reasonable request confirm in writing to the Buyer 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 Buyer 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.
• Seller asserts that all products sold to Buyer are not counterfeit, are free of conflict materials and modern slavery labor.