Terms and Conditions

AGREEMENT

GENERAL TERMS AND CONDITIONS

Company details. ASSA ABLOY Global Solutions, Inc. is a Texas corporation located at 631 International Parkway, Ste 100, Richardson, Texas 75081 (“ASSA ABLOY” or “We” or “Our”). We operate the website: assaabloyglobalsolutions.com
Contact information. To contact us, telephone our Customer Service Team at +47 69 24 50 00 or e-mail: marine.orders@assaabloy.com. For information regarding who to contact with questions related to the Agreement, see paragraph 15.a. below.
Agreement:
1. Scope of the Agreement. These Terms and Conditions (“Terms”) constitute an Agreement (“Agreement”) between ASSA ABLOY and the entity submitting an order for goods herein and apply to the ordering and delivery of orders to the company or organization you (“you” or “Customer”) represent. Other terms or commercial practices will not be enforced, unless there is a separate agreement, that is executed by both Parties, with supplementary or other terms. ASSA ABLOY and Customer may be referred to herein as Party or Parties. In the event of a conflict between the separate agreement and these Terms as it relates to the ordering of goods, the separate agreement shall govern.
2. Entire Agreement. The Agreement constitutes the entire scope of the agreement between ASSA ABLOY and Customer and overrides verbal agreements and any warranties or warranty claims beyond those expressly described in this Agreement. No changes to these Terms are accepted and deemed valid and enforceable unless ASSA ABLOY and Customer mutually agree in writing and such writing is executed by ASSA ABLOY and Customer.
3. The Terms and the Agreement are only available in English.
4. Your copy. You should print a copy of the Terms or save them electronically for future reference.
Placing an order and its acceptance:
1. Placing an order. Follow the onscreen instructions to place an order. Each order is an official offer from you to buy the goods (including parts) specified in the order (the Hardware) and subject to the terms of this Agreement.
2. Correcting typing errors. Our order process allows you to check and amend any errors before submitting your order to us. Check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
3. Acknowledging receipt of an order. After you place an order, you will receive an e-mail from us acknowledging that we have received it but please note that this does not mean that your order has been accepted. We accept your order as described in the paragraph below.
4. Order Acceptance. We accept your order when we send the order confirmation to you via e-mail. When we have accepted your order, this is considered as the time of confirmation and your order cannot be cancelled.
5. If we cannot accept an order. If for any reason we cannot supply the Hardware to you, we shall inform you by e-mail and your order will not be processed. If you have already paid for the Hardware, we will refund the full amount, including any delivery costs charged, as soon as possible.
Hardware:
1. The product images on our eStore are intended for illustration purposes only. Even though we have done our utmost to reflect the colors as accurately as possible, we cannot guarantee the Hardware’s color exactly as depicted. The colour of the Hardware may vary from these images.
2. The Hardware packaging may vary from that depicted on the images on our eStore.
3. ASSA ABLOY reserves the right, in its sole discretion to modify, update and/or upgrade, temporarily or permanently, the Hardware (or any part thereof), including but not limited to amending the Hardware specifications if required by any applicable legal or regulatory requirements.
4. Software may be embedded within the Hardware. This software together with the Hardware may be subject to a separate agreement and/or licence.
5. Hardware-specific terms may apply to certain Hardware. ASSA ABLOY will inform the Customer of these specific terms.
6. ASSA ABLOY has no obligation whatsoever, and is not liable, for modification, replacement or support of discontinued Hardware.
Shipping, delivery, transferring of risk and ownership:
1. Transfer of ownership and title to the Hardware from ASSA ABLOY to the Customer occurs when ASSA ABLOY has received full payment for the actual shipment of such ordered Hardware. ASSA ABLOY reserves the right to make partial deliveries of the order, upon mutual acceptance, for multiple shipments to meet the specifications of an Agreement. The Delivery Terms will be included in our order confirmation in accordance with paragraph 4.d. above. Sometimes a delivery may be affected by a Force Majeure occurrence. See paragraph 15 below (Delays and Force Majeure) for information on our responsibilities when this happens.
2. If the Customer does not pay for the delivery from ASSA ABLOY, the remaining purchase price owed by the Customer as reflected in the original order, is still due and payable in accordance with the original payment schedule and all the risks associated with the Hardware (or parts) to be delivered, shall be solely borne by the Customer. All shipping and storage costs incurred by ASSA ABLOY due to Customer’s delay or failure to accept delivery, shall be paid in full by the Customer. The Customer is responsible for providing a safe and secure storage area for the Hardware at all times.
3. We are not liable for a non-delivery caused by a Force Majeure incident or because you have not given adequate delivery instructions or other instructions relevant for delivering the Hardware.
Compliance:
1. Each Party shall comply with all applicable laws, rules and regulations and shall obtain all permits, licenses, authorizations and/or certificates that may be required in any applicable jurisdiction. The Customer must adhere to all applicable laws and rules of the country and state where the Hardware is intended to be used. ASSA ABLOY is not liable for violation of law by the Customer.
2. The Hardware (including software embedded within the Hardware) may be subject to export laws and regulations of the EU, USA, UK and other jurisdictions. The Customer agrees to comply with all applicable export laws and regulations. Sanctioned countries are set forth in the current export regulations and may be subject to change without warning after which the Customer must comply to the list as it actually exists at the moment. The Customer certifies, represents, guarantees and commits that the Customer is not affected by the sanctions or the export controls of the United Nations, United States of America, European Union, United Kingdom or any other relevant authority, and that the Customer is not listed on the USA’s Department of Commerce’s list of denied persons or affiliated lists, on the US Treasury Department’s list over specially designated citizens or any other list maintained by the UN, EU, UK or other relevant authority.
3. Customer agrees that it shall notify ASSA ABLOY of any legal requirements that may be applicable to the transaction when you are placing the order to permit ASSA ABLOY ensure legal compliance. Should those requirements change, or if you become aware of a violation of law, you must notify ASSA ABLOY immediately. ASSA ABLOY reserves its right to terminate this Agreement immediately upon learning of any violation of this Section.
Price of goods, delivery charges and fees:
1. The cost for the ordered Hardware will be the in accordance with the prices indicated on our eStore at the time you submit the order. We take all reasonable precautions to ensure the Hardware prices are correct at the time of ordering. See paragraph 8.e. for what happens if we discover an error in the Hardware price you have ordered.
2. Hardware prices may change from time to time at our sole discretion, but any changes will not affect an order you have already submitted.
3. The prices do not include (so the Customer must consequently pay all) national, governmental, local or international taxes related to property, licenses, privileges, sales, use, fees, gross receipts, VAT, valuations, expenditure, withholding tax or other similar fees related to the sale of, delivery of, receipt of, payment for, or use of Hardware (fees). If the fees rates change between the date of order and the date of delivery, we will adjust the fees to be paid, unless you have already paid for the Hardware in full before the change in fees takes effect.
4. The price of the Hardware does not include delivery costs. Delivery costs will be calculated during the check out process, before you confirm your order.
5. We sell a large number of items through our eStore. It is always possible that, despite our reasonable efforts, some of the items on our eStore may be incorrectly priced. We will normally check prices as part of our order confirmation and dispatch procedures so that:
  1. where the Hardware’s correct price is lower than the price stated on our eStore, we will charge the lower amount when we send the Hardware to you; and
  2. where the Hardware’s correct price is higher than the price stated on our eStore, we will contact you as soon as possible to inform you of this error and give you the option to complete the purchase of the Hardware at the correct price or cancel the order. We will not process your order before we have received your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we erroneously accept and process your order where there is an obvious and unmistakable price error that could reasonably have been recognized by you as a price error, we have the right to cancel the Hardware delivery and refund the paid amount.
Payment information:
1. Payments in general. The payment terms for Hardware and all applicable delivery charges are to be paid by Customer in advance of shipping and delivery, unless other payment terms have been mutually agreed upon in writing.
2. No set-off. The Customer agrees to pay ASSA ABLOY the balance of fees and expenses within the due date of payment which is specified in the Agreement, without additional set-off or counterclaims. All payments are non-refundable and cannot be credited.
3. Late payments; standard interest. If you do not settle the amount due to ASSA ABLOY, in accordance with the Agreement’s due date of payment, we can, without limiting our other statutory or proprietary remedies:
  1. Block and/or reject further orders from you; and/or
  2. charge you a standard interest rate which shall accrue from day to day (before, as well as after, judgement) with a maximum annual rate of 18%, from and including the due date of payment, until the final payment of the due amount, regardless of whether it occurs before or after the judgement. The Customer shall be solely responsible for all costs and expenses (including attorney’s fees and legal costs) that ASSA ABLOY incurs in connection with overdue balances.
Warranties:
1. The Hardware is only intended for use in the Marine industry/market. We do not warrant that the Hardware complies with the laws, regulations or standards outside of the Marine industry.
2. Subject to the terms and limitations of liability set forth in this Agreement, ASSA ABLOY warrants that the Hardware will be free from material defects and workmanship and will comply with the current specifications which are applicable from and including the date of production for a period of one (1) year from the date of shipment. The warranty does not apply to:
  1. Normal wear and tear;
  2. consumable parts, such as batteries or protective coatings which are designed in such a way that their functionality decreases over time, unless a defect has occurred due to a defect in materials or workmanship. The Customer is, in accordance with the agreement, solely responsible for ensuring that the batteries powering the Har dware are correctly installed and replaced on time;
  3. cosmetic damage, unless defects have occurred due to defects in materials or workmanship;
  4. damage caused by use with a third party component or product;
  5. damage caused by accident, abuse, misuse, fire, fluid contact, earthquake or other external cause; or
  6. damage caused by service (including upgrades and extensions) performed by an entity or individual who has not been authorized by ASSA ABLOY or is not an authorized technician approved by ASSA ABLOY. All Hardware must be installed by persons that have been trained to install the type of Hardware that shall be installed or all warranties will be voided.
3. Subject to paragraph 10.b., and other terms and limitations of liability set forth in this Agreement, the abovementioned warranties apply only if:
  1. You give us notice in writing within a commercially reasonable time after the discovery, and no later than the expiration date of the warranty period, that some or all of the Hardware does not meet the warranty requirements described in paragraph 10.b. and describe in reasonable detail the specific defect or non-conformity;
  2. we are given a reasonable opportunity to examine the Hardware; and
  3. if we ask you to do so, you return the Hardware to us at your own expense;
    1. we will, after consideration, rectify the above warranty; repair, replace or offer an affordable solution for the defective and/or non conforming part of the Hardware or refund the price of the defective Hardware in full. No refund will be given for Hardware which is returned in an incomplete or damaged condition. ASSA ABLOY is not required to perform warranty repairs of the Hardware at a specific location. The Customer will be responsible for disassembling and reinstalling all parts or component of the Hardware that is returned to ASSA ABLOY for repair covered by the warranty. The Customer will be solely responsible for all risk associated with loss during shipment of goods and Hardware returned to ASSA ABLOY. The Customer is responsible for insuring the Hardware to be returned to ASSA ABLOY.
4. We are not liable for breaches of the warranty stated in paragraph 10.b. if:
  1. you continue to use the Hardware after giving us notice under paragraph 10.c.; or
  2. the defect or non conformity arises as a result of us delivering in accordance with a drawing, design or specifications that you have provided to us; or
  3. the defect or non conformity arises from use of the Hardware for purposes other than those specified in the Hardware specifications or otherwise in relation to the intended use; or
  4. you modify, upgrade or repair the Hardware, or combine or create an interface between the Hardware and other goods/products (including components) or software not authorized by ASSA ABLOY; or
  5. the damage or defect in the Hardware occurs as a result of excessive wear, intentional damage, negligence or abnormal storage, or working conditions; or
  6. the Hardware differs from the description or the specifications as a result of changes made to ensure that applicable legal requirements are observed by us.
5. With the exception of the limited warranty stated in paragraph 10.b. above, ASSA ABLOY will, to the maximum extent permitted by law, expressly disclaim all other warranties, express or implied, including but not limited to, the implied warranties related to merchantability, suitability for a particular purpose and non-infringement. ASSA ABLOY does not warrant that the features will meet all of the Customer’s requirements or that the service of the Hardware will be uninterrupted, error-free or without downtime.
6. This Agreement also applies for the repair or replacement of parts supplied by ASSA ABLOY to the Customer.
Our liability: your attention is particularly drawn to this paragraph:
1. References to liability in this paragraph include any form of liability that arises under or in connection with the Agreement, including, but not limited to, liability related to contract, strict liability, tort (including negligence), misrepresentation, restitution or otherwise.
2. We only supply Hardware intended for the Customer’s internal use and the Customer agrees that the Hardware will not be used for resale purposes, unless we have authorized you as an ASSA ABLOY dealer in accordance with the Terms in a separate, written dealer or distribution agreement.
3. Nothing in this Agreement limits or excludes our liability for:
  1. death or personal injury caused by our negligence; or
  2. fraud or fraudulent misrepresentation; or
  3. any other liability that cannot be limited or excluded by law.
4. Subject to paragraph 3, in no event shall ASSA ABLOY or ASSA ABLOY’s affiliates, associated companies or third party licensors or their respective directors, managers, employees or agents, be liable to the Customer with respect to loss of profit or income, delay expenses, business interruption, lack of ability to use the Hardware or any software or facility, loss of data or information, disturbance to productivity, interest charges, costs related to replacement Hardware, software, services, purchase expenses, replacement of power sources, downtime costs, damage to property or personal injuries or for any incidental, special, exemplary, indirect, consequential or criminal damages arising as a result of or in connection with the use of or performance of the Hardware supplied by us. Independent of whether such a claim is based on breach of warranty, breach of contract, tort (including negligence or objective liability) or in any other way, even if ASSA ABLOY or an authorized representative has been informed of the possibility that such damages exist, under no circumstances will ASSA ABLOY’s total liability for damages or losses (independent of whether these appear as a result of an incident or a series of events) exceed the amount of Customer applicable order.
5. Subject to paragraph 10.3, our total liability to you, for all losses incurred during or in connection with the Agreement, under no circumstances shall exceed the price of the Hardware that is bought or sold under the Agreement.
6. Except as expressly stated in this Agreement, we do not give any other warranties, warranty claims or obligations to you in relation to the Hardware. Any representation, condition or warranty that may be implied or incorporated in the Agreement as a result of laws or customary law or otherwise, is excluded in accordance with the full extent of the law. ASSA ABLOY is not responsible for ensuring the Hardware is suitable for the Customer’s intended purpose.
7. The limitations and exceptions set forth in this Agreement apply to the extent permitted by applicable law (except as indicated in paragraph 17.c.) and the UN’s Vienna Convention on Contracts for the International Sale of Goods (CIGS) does not apply to this Agreement.
Third Party IPR Claims: In the event that the Hardware is subject to a claim from a third party that it infringes a third party’s copyright, a patent or other intellectual property right, or if we accept that such a third party claim can be raised, we will, at our own choice and at our own expense, be entitled to:
1. Obtain a license for your continued use of the Hardware; or
2. Replace the Hardware with similar Hardware. This paragraph 12 describes ASSA ABLOY’s sole responsibility, as well as the Customer’s sole and exclusive requirements with respect to any third party claim concerning intellectual property.
Indemnity: The Customer shall keep ASSA ABLOY, as well as our affiliates, managers, directors, third party licensors and staff, indemnified from and against all claims, damages, losses, costs or other expenses (including reasonable attorneys’ fees) which arise as a direct or indirect result of:
1. Changes or modifications of the Hardware or software that is included in the Hardware performed by or on behalf of the Customer; or
2. Combinations in the use of the Hardware or software that is incorporated in the Hardware, with services or materials not provided by ASSA ABLOY, in cases where the infringement would not have happened if the Customer’s combination of such Hardware, services or materials took place; or
3. The Customer’s intentional neglect or unauthorized use of the Hardware or software built into the Hardware; or
4. The Customer’s breach of third party rights, including, but not limited to privacy data protection rights.
Termination:
1. ASSA ABLOY may stop the delivery of Hardware to you or terminate the Agreement, by written notice, in situations where:
  1. the Customer fails to make any payment that is required within ten (10) days of receiving a written notice that such payment is due, provided that such failure is not related to a bona fide dispute between the parties about a due amount; or
  2. the Customer breaches any of the obligations under the Agreement and has received a written notice of such breach and has not corrected the breach within thirty (30) days of the date of the notice; or
  3. the Customer commences bankruptcy proceedings, conducts a settlement with your creditors, becomes subject to appointment of an administrator or subject for other similar procedures or other proceedings that have the same or similar effects or if the other party can be reasonably deemed to be insolvent.
2. The Customer can terminate the Agreement by written notice in cases where ASSA ABLOY is in material breach of its obligations under the Agreement, and where ASSA ABLOY has been provided with written notice of such breach and has not corrected the breach within thirty (30) days of the date of the notice.
3. Termination of the Agreement shall not affect the Customer or ASSA ABLOY’s rights and remedies that have accrued at the point of termination.
4. Any provision of the Agreement that expressly or by implication is intended to come into force or continue to be in force on or after termination of the Agreement, shall remain in full force and effect.
Delays and Force Majeure:
1. The Customer agrees that ASSA ABLOY may in no way be deemed liable for delays related to the delivery of an order.
2. Force Majeure. ASSA ABLOY is not liable and may not be held liable for non-fulfilment of or delay in the execution of, any of our obligations under the Agreement that are caused by acts or events beyond our reasonable control, including but not limited to strike, lock-out or other labour disturbances or events related to fire, flood, war, trade blockade, riot, epidemic, pandemic, governmental interference, delays or lack of transport or inability to obtain necessary labour, materials or facilities from normal sources or as a result of deficiencies or delays in the performance of ASSA ABLOY’s obligations or suppliers if the delays are caused by any of the circumstances mentioned above (“Force Majeure”).
3. In cases where Force Majeure affects the fulfilment of our obligations under the Agreement:
  1. ASSA ABLOY will contact the Customer as soon as possible to notify Customer of the Force Majeure event; and
  2. ASSA ABLOY’s obligations under the Agreement will be suspended and the time given for the fulfilment of our obligations will be extended for the duration of the Force Majeure event. Where the Force Majeure event affects the delivery of Hardware to the Customer, we will agree a new estimated delivery date in writing with the Customer after the Force Majeure event is over.
4. The Customer can terminate the Agreement if it is affected by a Force Majeure event that has waived our obligations under the Agreement for more than 90 days. To terminate the Agreement, please contact ASSA ABLOY. If the Customer chooses to terminate the Agreement, you must return (at our cost) received Hardware and we will refund the total amount paid, including any delivery fees.
Communication:
1. Notices concerning the Agreement shall be in writing and shall be sent or delivered by registered or express mail or hand delivery, where the correct postage and/or other fees must be paid and addressed or directed to the respective parties and their respective addresses. A notice and/or other communication is deemed to have been received:
  1. if delivered personally, upon signature of a delivery receipt; or
  2. if sent by prepaid express mail or other delivery service that delivers next working day, at 9:00 am CET on the second working day after the communication was posted.
2. To prove that the communication was sent correctly on time, it will be sufficient, as in the case of a letter, that such letter was correctly addressed, stamped and sent by post.
3. The provisions of this paragraph shall not apply to the notification of proceedings or other documents related to any kind of legal proceedings.
Confidentiality:
1. The Customer agrees to keep the following confidential and protected: ASSA ABLOY’s prices, performance, product catalogues and other technical, business related, promotional and product development related plans, forecasts, strategies and any other information that is made available for the Customer through the eStore or which is otherwise disclosed by ASSA ABLOY during compliance of the Agreement (“Confidential Information”). The Terms and Conditions in the Agreement shall be treated as Confidential Information.
2. The Customer agrees to keep and protect Confidential Information by applying the same level of caution which the Customer exercises with respect to its own information of like importance but under no circumstances a lower level than what is considered a reasonable level and the Customer agrees to only use the Confidential Information for the purposes defined in the Agreement. With the exception of what is expressly stated in the Agreement, Confidential Information can only be disclosed to the Customer’s employees or contractors, who are obligated to the Customer under similar confidentiality restrictions and only for the purposes for which the Confidential Information was presented. These obligations do not apply to information which:
  1. is rightfully obtained by the Customer without breach of any obligation related to maintaining confidentiality; or
  2. is or becomes publicly known through a process that does not involve the Customer in any way; or
  3. the Customer develops independently without using Confidential Information from ASSA ABLOY; or
  4. only to the extent and for the purpose of disclosing such Confidential Information in response to a valid court or court order and if the Customer has given ASSA ABLOY advance notice of this, as well as offering reasonable help to establish the possibility of opposing or receiving an appropriate protective order.
3. Due to the unique nature of the Confidential Information, the Customer agrees that ASSA ABLOY may suffer irreparable damage in the event that the Customer does not comply with its confidentiality obligations under the Agreement and that financial compensation will be insufficient to compensate ASSA ABLOY for such breach of confidentiality. Consequently, the Customer agrees, notwithstanding paragraph 11.g., that ASSA ABLOY, in addition to other remedies made available by law or in private law, will have the right to seek injunction from any court of competent jurisdiction to enforce the consequences of breaches of such confidentiality obligations.
General Provisions:
1. Assignment and Transfer. ASSA ABLOY may assign the Agreement:
  1. to a successor (or equivalent) of all or virtually all relevant assets, either by sale, merger or otherwise; or
  2. ASSA ABLOY may assign the contract to one of its affiliates; and
  3. ASSA ABLOY may use subcontractors for the performance of its obligations with respect to the Agreement. Any attempt to assign the Agreement to anyone who violates the provisions of this paragraph 18.a, will invalidate the process. The Customer can only assign or transfer the rights and their obligations right according to the Agreement to another party if the ASSA ABLOY and Customer agree in writing.
2. No Terms in this Agreement shall be construed as waived and no breach shall be deemed consented to or excused, unless such disclaimer, consent or excuse is communicated in writing and signed by the party who claims to have waived or consented. Should one of the parties consent, waive or excuse the other party’s breach, this shall not constitute a consent to waiver of or excuse of any other subsequent breach, whether or not it is of the same nature as the original breach. Notwithstanding the foregoing, provisions concerning complaints and limitation periods, as in paragraph 10.b. above, be applicable.
3. If a provision of the Agreement is ruled by a court of a competent jurisdiction to be wholly or partially invalid or to be found to be in breach of any applicable law or regulation, the overall validity of the Agreement will not be affected and the remaining provisions shall remain in full power and effect. To the extent that such invalidity significantly affects a party’s benefit of or performance under the Agreement, the provision(s) shall be amended within reason.
4. Terms and Conditions which by their nature extend beyond the terms of the Agreement, shall apply beyond the termination of the Agreement, as well as the Customer’s obligations to pay fees or charges that are to be paid at the time of expiration or termination or which become due and are to be paid, shall apply beyond the termination of the Agreement.
5. Entire Agreement. This Agreement is comprehensive between the parties with respect to what the Agreement applies to and merges and replaces all previous communication, understanding and agreements, written or verbal, after which no changes take effect without a written agreement signed by both parties. Each party acknowledges that they have no claim related to innocent or negligent misrepresentation based on any statement in this Agreement.
6. Third party rights. This Agreement gives no rights to any person or party (except the parties to whom this Agreement applies and, where applicable, their successors and authorized persons for further assignment). No other person than the party itself has the right to enforce any of the terms applicable to the party.
7. Governing law and jurisdiction. This Agreement is subject to the substantive laws of the State of Texas and each of the parties irrevocably agree to the personal and subject matter jurisdiction of the state and federal courts within the State of Texas, Dallas County and hereby agree to present all disputes arising from or in connection with this Agreement within such courts as stated herein.

ASSA ABLOY Global Solutions eStore (US) Terms and Conditions March 21, 2022

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