Assa high security lock Standard Terms & Conditions of Sale, General Definitions, Orders

ASSA Standard Terms & Conditions

TWIN V-10, TWIN EXCLUSIVE, TWIN PRO, TWIN MAXIMUM, CLIQ

Standard Terms & Conditions of Sale

1. General; Definitions

1.1 Entire Agreement

Unless otherwise agreed to in writing by ASSA, Inc. (“ASSA”), the terms and conditions contained herein constitute the entire agreement between the parties with respect to the subject matter hereof and supercede all prior communications and agreements. Acceptance by ASSA of Buyer’s Order, or Buyer’s acceptance of ASSA’s proposal, is expressly limited to and conditioned upon Buyer’s acceptance of these terms and conditions which may not be changed or waived except in writing signed by the parties. Any additional, inconsistent or different terms and conditions contained in Buyer’s purchase order or other documentation are hereby expressly rejected.

1.2 Definitions

In these terms and conditions of sale: (i) “Buyer” means the person or entity who accepts a quotation of ASSA for the sale of the Products or whose Order for the Products is accepted by ASSA; (ii) “Conditions” means the standard terms and conditions of sale set out in this document and includes any special terms and conditions agreed to in writing between Buyer and ASSA; (iii) “Order” means an order for Products placed by Buyer with ASSA and accepted by ASSA;

(iv)“Products” means the products ordered by Buyer and shall include all products, parts and accessories furnished to Buyer by ASSA.

2. Shipping; Delivery

2.1 Terms of Shipment

Unless otherwise agreed to in writing, all Products are shipped F.O.B. ASSA’s location. ASSA reserves the right to deliver in installments.

2.2 Shipping Charges

Subject to Section 2.3, ASSA will pay all shipping charges in advance of shipment only for shipments of $1,500.00 net U.S. or more with delivery to Buyer at a single location. Buyer will pay all shipping charges in advance of shipment for all shipments that are less than $1,500.00 net U.S. or that require delivery to Buyer at more than a single location. Such charges will be added to Buyer’s invoice.

2.3 Choice of Carrier; Route

Unless otherwise requested on Buyer’s Order, ASSA will ship by carrier and route of its choice to any freight service point within the continental United States. If Buyer requests a carrier or route on its Order, ASSA will deliver in accordance with such request and Buyer will

pay the entire amount of all shipping charges in advance of shipment.

3. Title and Risk of Loss

Subject to Section 5.3, title to and risk of loss of each Product purchased by Buyer shall pass to Buyer and delivery shall be deemed to be complete upon transfer of the Products to a carrier for shipment at ASSA’s location or the Products otherwise leave the possession or control of ASSA. This Section 3 shall survive any expiration or termination hereof.

4. Orders

4.1 Acceptance

ASSA reserves the right to refuse Orders and is not bound to honor any Order unless and until such Order has been accepted by ASSA. ASSA may refuse an Order by delivering notice, orally or in writing, of such refusal to Buyer within ten (10) days of ASSA’s receipt of such Order.

4.2 End User Security Authorization Procedures.

To insure proper control of End User restricted products, ASSA requires that the End User complete a Delivery of Controlled ASSA Components for End Users Form. The form will indicate where and to whom their restricted product will ship upon leaving the ASSA factory. Restricted product is defined as high security keyblanks, cut keys, sidebars, sub-assembled cylinders (SUB), complete and master keyed cylinders (COMP), and key charts. All orders involving an End User restricted product must be signed by the proper authorized personnel on file at ASSA. This is critical in order to maintain the integrity of the End User’s key system. ASSA will honor the specific, written instructions of the authorized personnel for the shipping and handling of each purchase order. Such instructions must be included with each order. A copy of the End User Controlled Product Delivery Form is available by contacting ASSA customer service or the local ASSA sales representative. Please note the option of blanket authorization on the form. If the distributor chooses this option, it is the distributor’s responsibility to keep the authorization current and on file. ASSA does not maintain any files of blanket authorizations. A copy of a CURRENT authorization form signed by an authorized signatory must accompany every Distributor purchase order containing End User restricted product sent to ASSA whether the product is shipping to the End User location or not. All orders not having this form will be suspended indefinitely or until such form is produced. In the event that any change occurs in the authorization of any End User personnel,

An ASSA ABLOY Group company 5