General Terms and Conditions of Purchase

1. Relevant conditions

These Terms and Conditions of Purchase (as of 18/10/2012) apply to all business transactions with the Supplier (hereinafter referred to as the 'Supplier') and form a contractual component of every delivery from the Supplier to ASSA ABLOY (Schweiz) AG. ASSA ABLOY (Schweiz) AG expressly does not accept any conflicting, contradictory or supplementary provisions and terms and conditions, in particular the terms and conditions of the Supplier. They shall not become a contractual component of a delivery even if they are aware of it, unless their validity has been expressly agreed in writing.

2. Ordering

ASSA ABLOY (Schweiz) AG orders are only binding if they are placed in writing. Verbal and telephone arrangements will be confirmed by us in writing. Orders that are provided by electronic transmission (e.g. e-mail or a provider by web service) without a signature are also considered binding. By accepting the order or with the delivery, the Supplier acknowledges that they have obtained information about the type of execution and scope of the service by viewing the existing specifications. ASSA ABLOY (Schweiz) AG is not liable for obvious errors, spelling and calculation errors in the documents, drawings and plans submitted by us. The Supplier is obliged to inform ASSA ABLOY (Schweiz) AG of such errors so that the order can be corrected and renewed. This also applies to missing documents or drawings. Order acceptances must be confirmed to ASSA ABLOY (Schweiz) AG in writing or by signing the copy of the order within 5 working days of the order date; the absence of the order confirmation shall be deemed acceptance of the order under the conditions contained therein. Call-offs from existing quantity contracts are exceptions, provided they do not deviate from the order date. Each order confirmation must confirm the delivery date and place specified on the order. Deviations from the price, quantity or quality compared to the order and subsequent contractual changes are only binding if they have been expressly confirmed in writing by ASSA ABLOY (Schweiz) AG.

3. Delivery dates

The delivery dates listed on the order are binding. If delays are to be expected, the Supplier must inform ASSA ABLOY (Schweiz) AG of this immediately and obtain a decision from ASSA ABLOY (Schweiz) AG regarding the continuation of the order; ASSA ABLOY (Schweiz) AG may set the Supplier a corresponding grace period. ASSA ABLOY (Schweiz) AG reserves the right to claim damages caused by delay. Partial deliveries or early delivery of the goods are only permitted after agreement. ASSA ABLOY (Schweiz) AG is not obliged to accept the delivery before the expiry of the delivery date.

4. Packaging and transport

Unless otherwise agreed, DDP (INCOTERMS 2010) shall apply with regard to the regulation and division of obligations between ASSA ABLOY (Schweiz) AG and the Supplier. If the delivery has not been provided with the required shipping documents, it shall be stored until the proper documents arrive at the Supplier’s expense and risk. The packaging is included in the price. If, by way of exception, something different has been agreed, the packaging must be charged at cost price. The Supplier must pay for damage during transport as a result of insufficient packaging. Orders and quantity contracts may contain deviating regulations.

5. Required papers

A delivery note with the following information must be enclosed with each shipment: ASSA ABLOY (Schweiz) AG order and article number, the exact description of the content. At the request of ASSA ABLOY (Schweiz) AG, gross and net weight must also be stated. In the case of initial sampling, the Supplier shall attach measurement reports to the delivery without being requested to do so. At the request of ASSA ABLOY (Schweiz) AG, the Supplier shall issue further documents, such as test and inspection records, installation, operating and maintenance instructions or declarations of conformity. In the case of freight shipments, the ASSA ABLOY (Schweiz) AG orderer must be sent a dispatch note separately as soon as possible.

6. Incoming goods inspection

Unless otherwise agreed in writing, the deliveries received shall be checked by ASSA ABLOY (Schweiz) AG within a reasonable period. In general, an identity check and a check for obvious defects are carried out.

7. Prices

The agreed prices are fixed prices, unless expressly stated otherwise. Additional costs are only to be paid by ASSA ABLOY (Schweiz) AG if ASSA ABLOY (Schweiz) AG has agreed to them in writing. Subsequent price increases are excluded, unless ASSA ABLOY (Schweiz) AG expressly agrees to them in writing. Additional costs as a result of order changes can only be claimed from ASSA ABLOY (Schweiz) AG if they are communicated and justified in writing within 15 days of the order change and ASSA ABLOY (Schweiz) AG expressly consents to them in writing.

8. Prices invoices/payments/origin of goods

Unless otherwise agreed, payment shall be made within 60 days net after receipt of the invoice and subject to the verification of the delivered goods and/or services. The Supplier must specify the ASSA ABLOY (Schweiz) AG order number and the origin of each item of goods on each invoice on a recurring basis. Claims of the Supplier against us may only be assigned to third parties with the written consent of ASSA ABLOY (Schweiz) AG. Payments shall only be made to the Supplier. We are entitled to set-off and retention rights to the extent permitted by law.

9. Guarantee/warranty/complaint

The Supplier guarantees that the delivery meets the specifications and requirements according to the order. The Supplier fully guarantees that the order or the order will be carried out professionally and properly in accordance with the current state of the art and in compliance with all relevant standards and all applicable legal regulations. Insofar as obvious defects become apparent, ASSA ABLOY (Schweiz) AG shall notify these in writing within a period of two weeks from receipt of the goods. Timely dispatch of the notification shall suffice to meet the deadline. In the event of delivery of defective goods, the Supplier shall be given the opportunity to rectify the defect or make a subsequent delivery. If the Supplier is unable to carry this out or if it fails to do so immediately upon request and setting a deadline, ASSA ABLOY (Schweiz) AG is entitled to return the goods at the risk of the Supplier and to procure them otherwise. In urgent cases, ASSA ABLOY (Schweiz) AG is entitled to carry out the rectification itself or have it carried out by a third party after notifying the Supplier. The costs incurred as a result shall be borne by the Supplier. For the product manufactured by the Supplier or for the order carried out by the Supplier, the warranty ends 12 months after receipt of the delivery. The same warranty period shall begin again for all warranty deliveries or warranty services. Unless otherwise stipulated above, the warranty is based on the statutory provisions.

10. Liability for damage

The Supplier shall indemnify ASSA ABLOY (Schweiz) AG from the resulting liability for damages for defects in the goods which are attributable to a fault on the part of the Supplier, insofar as the Supplier itself would also be directly liable. The Supplier must take out product liability insurance for the area of possible own product liability and, at the request of ASSA ABLOY (Schweiz) AG, must submit a confirmation from the insurer or grant access to the policy. The Supplier is obliged to reimburse ASSA ABLOY (Schweiz) AG for expenses and damages arising from or in connection with a recall campaign carried out by ASSA ABLOY (Schweiz) AG, insofar as such a recall is the result of a defect or the absence of a guaranteed characteristic of the delivered goods. ASSA ABLOY (Schweiz) AG shall inform the Supplier of the content and scope of the recall measures to be carried out, as far as possible and reasonable, and shall give the Supplier the opportunity to comment.

11. Property rights

The Supplier is liable for ensuring that no patents or other property rights of third parties are infringed upon by the delivery and use of the goods by ASSA ABLOY (Schweiz) AG. The Supplier shall indemnify ASSA ABLOY (Schweiz) AG and its customers against all claims arising from the use of such property rights. This shall not apply if the Supplier has manufactured the delivered goods according to drawings, models or other descriptions or arrangements similar to these provided by ASSA ABLOY (Schweiz) AG and does not know or cannot know in connection with the products manufactured by the Supplier that this infringes property rights.

12. Quality assurance and inspection right

The Supplier shall do everything necessary to ensure quality assurance of the products to be delivered. Certain quality specifications (e.g. standards, drawings, specifications, product specifications) must be complied with by the Supplier. If the Supplier can identify the inaccuracy or risk of certain specifications, he must immediately inform ASSA ABLOY (Schweiz) AG of this in writing. ASSA ABLOY (Schweiz) AG is also entitled to regularly check compliance with the specifications and the implementation of the necessary and agreed quality assurance measures at the Supplier’s premises and after timely notification. For this purpose, the Supplier shall grant the necessary access to the production facilities and inspection of its quality assurance documents. Unless otherwise agreed, the Supplier is obliged to retain the results of the quality assurance measures, such as measurement reports, test certificates and customer-specific requirements, etc. for a period of at least 15 years. The Supplier must prepare and retain all documentation for the deliveries and products in accordance with the statutory provisions relevant to their intended use. ASSA ABLOY (Schweiz) AG has the right to inspect these documents at any time. Any changes to the manufacturing process must be notified in writing and can only be implemented in series production after successful initial sample inspection.

The Supplier is obliged to be certified in accordance with the respectively agreed relevant ISO standards or, if necessary, maintain another agreed quality management system and procedure. The Supplier shall comply with ASSA ABLOY’s sustainability programme and processes in their current valid form. The Supplier shall comply with the ASSA ABLOY Business Partner Code of Conduct and Supplier Manual in their current valid form. Products must be manufactured and/or delivered in compliance with applicable laws and guidelines, including applicable export control laws, regulations and licensing rules, relevant safety regulations and environmental requirements. This also applies to all agreements with logistics and transport companies as well as to the transport of hazardous goods. The specifications may expressly require the Supplier to comply with other and/or additional standards and regulations.

The Supplier guarantees that all products comply with Directive 2015/863/EU ("RoHS3") in addition to Annex II of the Directive of the European Parliament and of the Council of 8 June 2011 on the restriction of the use of certain hazardous substances in electrical and electronic equipment ("RoHS 2"), where applicable, applying the specified exceptions, which must be notified to the Purchaser in writing. Non-conforming products may be rejected and returned to the Supplier at the Purchaser’s expense. The conformity of the products according to RoHS shall be confirmed in writing by the Supplier at the Purchaser’s request. The Purchaser has the right to request access to the documentation of compliance with RoHS, including the declaration of conformity.

To the extent that products or substances contained in the products fall within the scope of Regulation (EC) No 1907/2006 of the European Parliament and of the Council of 18 December 2006 concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals ("REACH"), the Supplier confirms that the products or substances used in the manufacture of the products comply with REACH. Furthermore, the Supplier confirms that products and substances to the extent required under REACH are (pre-)registered for the Purchaser in a timely manner and remain (pre-)registered for the use of the Purchaser, so that the Purchaser acts at all times as a downstream user in accordance with REACH. To the extent that products or substances contained in the products are subject to approval under REACH, the Supplier shall ensure that approval is granted and maintained in a timely manner. Upon the Purchaser’s request, the Supplier will send written confirmation of (pre-)registration or, if relevant, confirmation of registration and approval of substances contained in products sold or offered to the Purchaser. The Supplier is responsible for all information related to the products sold or offered to the Purchaser under REACH. All products not in accordance herewith may be rejected and returned to the Supplier by the Purchaser at the Supplier’s expense.

The Supplier shall comply with ASSA ABLOY’s Information Security Policy and the requirements contained therein, which shall be made available to the Supplier by the Purchaser upon request and amended from time to time. The Supplier shall ensure that subcontractors commissioned by it also comply with this.

13. Data protection

The parties are responsible for compliance with data protection in accordance with the applicable statutory provisions, in particular the General Data Protection Regulation. Insofar as the Supplier processes personal data on behalf of the Purchaser in accordance with the agreement, the parties shall enter into a data processing agreement. Any breach of the data processing agreement and applicable data protection laws by the Supplier shall be deemed gross negligence.

14. Force Majeure

War, civil war, export restrictions or trade restrictions due to a change in political circumstances as well as strikes, operational disruptions, operational restrictions and similar events that make the fulfilment of the contract impossible or unreasonable shall be deemed force majeure and shall release ASSA ABLOY (Schweiz) AG from the obligation of timely acceptance for the duration of its existence. The contracting parties are obliged to inform each other of this and to adapt their obligations to the changed circumstances in good faith.

15. Custody/ownership

Provided material remains the property of ASSA ABLOY (Schweiz) AG. As such, it must be stored separately and in accordance with the regulations and specifically marked as ASSA ABLOY (Schweiz) AGproperty. The Supplier shall be liable for any reduction in value or loss, even if this is not the fault of the Supplier. The Supplier shall keep these items safe for ASSA ABLOY (Schweiz) AG; the purchase price includes costs for the safekeeping of the items and materials stored for ASSA ABLOY (Schweiz) AG.

16. Trade secrets

The Supplier is obliged to treat the orders of ASSA ABLOY (Schweiz) AG and all related commercial and technical details as trade secrets. Sub-suppliers must be obliged accordingly by the supplier.

17. General provisions/law and place of jurisdiction

Should a provision be or become null and void, the remaining provisions shall remain valid. These General Terms and Conditions of Purchase are subject to Swiss law to the exclusion of the provisions of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (UN Convention on Contracts for the International Sale of Goods). The Commercial Court of Zurich shall be responsible for all disputes arising from or in connection with this agreement.