General Purchase Terms 1. Governing conditions These Purchase Terms (release 18.10.2012) apply for all business transactions with the supplier (hereinafter 'the Supplier'), and represent a contractually-binding integral component of each delivery from the Supplier to ASSA ABLOY Schweiz AG. Any other contrary or supplementary terms and business conditions, i.e. the Supplier's terms of business and contractual terms, are expressly rejected by ASSA ABLOY Schweiz. Even where these are known, they do not become a contractually-binding component of a delivery, unless agreement on their applicability has been expressly reached in writing. 2. Ordering ASSA ABLOY Schweiz orders are only valid in written form. Orders which are made verbally or by telephone shall also require our written confirmation to be valid. Orders which are transmitted in an electronic way (e.g. E-Mail or from Provider through Web services), are valid also without signature. With acceptance of the order or on delivery, the Supplier acknowledges that he has familiarized himself with the type of execution and scope of the service by inspecting the specifications provided. In the presence of obvious errors, typing and calculation errors in the documents, drawings and plans we submit, no binding obligation shall exist for ASSA ABLOY Schweiz. The Supplier is obliged to draw ASSA ABLOY Schweiz attention to such errors to allow the order to be corrected and reissued. This also applies where documents or drawings are missing. The acceptance of orders must be confirmed to ASSA ABLOY Schweiz within 5 working days of the date of the order, in writing or by appending a signature to the copy of the order. Otherwise, the order is deem to be accepted under mentioned conditions. Excepted from this are calls-forward from existing volume contracts, as long as these do not deviate from the date of the order. Every confirmation of order must confirm the delivery date stated on the order and the stipulated place of delivery. Deviations from the price, quantity or quality indicated in the order and subsequent modifications to the contract are only binding it expressly confirmed by ASSA ABLOY Schweiz in writing. 3. Delivery deadlines The delivery deadlines indicated on the order are binding (goods arriving at the place of delivery). If delays are to be anticipated, the Supplier must notify ASSA ABLOY Schweiz accordingly, without delay, and obtain ASSA ABLOY’s Schweiz decision on whether the order is to stand. ASSA ABLOY Schweiz is also free to specify a corresponding deadline at a later date for the Supplier. ASSA ABLOY reserves the right to claim damages for any delay. Partial delivery or early delivery of the goods is only permitted subsequent to agreement. ASSA ABLOY Schweiz is not obliged to accept goods before the delivery deadline. 4. Packaging and transport The arrangement and division of duties between ASSA ABLOY Schweiz and the Supplier is, unless otherwise agreed, governed by DDP (INCOTERMS 2010). If the delivery has not been provided with the necessary dispatch papers, it will be stored until the proper papers arrive, at the cost and risk of the Supplier. Packaging is included in the price. If, in exceptional circumstances, some other arrangement has been agreed, then packaging must be charged at cost price. The Supplier must bear the cost of any damage suffered in transit due to inadequate packaging. It is possible for the individual order and the volume contracts to contain contrary arrangements. 5. Required papers Each shipment must be accompanied by a delivery note containing the following details: ASSA ABLOY Schweiz order and article number, an exact description of the content and indication of whether the shipment represents a part, sample, back-order or complete delivery. At the request of ASSA ABLOY Schweiz, the gross and net weight must also be indicated. For initial samples, the Supplier must enclose measurement records with the delivery, at his own initiative. At the request of ASSA ABLOY Schweiz, the Supplier shall also produce additional documents such as testing and inspection records, assembly, operating and maintenance instructions or declarations of conformity. For freight shipments, the ASSA ABLOY Schweiz employee placing the order must be sent notification of dispatch separately, at the first possible opportunity. 6. Incoming goods acceptance Without prejudice to any other written agreements to the contrary, incoming goods deliveries will be checked by ASSA ABLOY Schweiz within an appropriate period of time. Generally, an identification check and an examination for obvious faults will be carried out. 7. Prices Unless specifically stated otherwise, the agreed prices are fixed prices. ASSA ABLOY Schweiz is only obliged to pay additional costs where these have been agreed in writing by ASSA ABLOY Schweiz. The possibility of prices being increased at a later date is excluded, without the express written consent of ASSA ABLOY Schweiz. Additional costs arising out of changes in the order can only be claimed from ASSA ABLOY Schweiz if notified and justified in writing within 15 days of the change to the order, and are expressly consented to by ASSA ABLOY Schweiz in writing. 8. Invoices / payments / origin of goods Unless otherwise agreed, payment shall be made within 60 days net from receipt of invoice and conditional on the delivered goods and/or service having been found to be in order. The Supplier must indicate ASSA ABLOY Schweiz order number and the origin of the goods for each item individually on each invoice. Claims held by the Supplier against ourselves may only be ceded to a third party with the written consent of ASSA ABLOY Schweiz. Payments shall be made to the Supplier only. We are entitled to offset and withhold payments to the extent stipulated by law. 9. Guarantee / warranty / complaints The Supplier guarantees that the delivery will fulfil the specifications and requirements as per order. The Supplier provides an all-in guarantee that the delivery will be provided or the order fulfilled professionally and correctly in accordance with the relevant state of the art, and in compliance with all relevant standards and all applicable legal requirements. Where obvious shortcomings are in evidence, ASSA ABLOY Schweiz will indicate these in writing within two weeks of receipt of the goods. It is sufficient for this notification to be sent off in good time to fulfil the time requirement. If faulty goods are delivered, the Supplier will be provided with the opportunity to make these good or to provide a fresh delivery. If this is impossible for the Supplier or if he fails to comply on being so requested and notified of a fresh deadline, then ASSA ABLOY Schweiz is entitled to send back the goods at the risk of the Supplier and to source them elsewhere. In urgent cases, ASSA ABLOY Schweiz is entitled to proceed to make the delivery good itself after having notified the Supplier, or to have this carried out by a third party. Any costs thus arising shall be borne by the Supplier. The warranty for the product manufactured by the Supplier or for the order fulfilled by the Supplier expires 12 months from receipt of the delivery. This warranty period starts afresh for all deliveries or services provided under guarantee. Unless otherwise stipulated above, the applicable guarantee complies with the statutory regulations. 10. Liability for damages The Supplier releases ASSA ABLOY Schweiz from any responsibility in connection with faults in the goods traceable back to some fault on the part of the Supplier in terms of obligations on compensation arising out of these faults to the extent that the Supplier would himself be directly responsible. The Supplier must take out a product liability insurance policy to cover any possible liability of his own, and at the request of ASSA ABLOY Schweiz present a cover note from the insurer or allow inspection of the policy. The Supplier is obliged to refund to ASSA ABLOY Schweiz those costs and damages arising out of or in connection with any recall campaign implemented by ASSA ABLOY Schweiz, where any such recall is the consequence of some fault or absence of a guaranteed property of the goods delivered. To the extent possible and reasonable, ASSA ABLOY Schweiz will notify the Supplier of the content and extent of the recall measures to be implemented and provide the Supplier with an opportunity to respond with his view. 11. Protected rights The Supplier is liable for ensuring that no patents or other protected third-party rights are breached by the delivery and use of the goods by ASSA ABLOY Schweiz. The Supplier releases ASSA ABLOY Schweiz and its customers from all responsibility in respect of claims arising out of the use of such protected rights. This does not apply where the Supplier has produced the goods delivered in accordance with drawings, models or other equivalent descriptions or instructions passed on by ASSA ABLOY Schweiz and the Supplier is unaware, or in connection with the products manufactured by the Supplier cannot be aware, that protected rights are therefore being breached. 12. Quality assurance and right of inspection The Supplier shall take all required steps to ensure the quality of the product or product components to be delivered. Specified quality stipulations (e.g. standards: drawings, specifications, product specifications) must be observed by the Supplier as an essential condition. If the Supplier realises that certain stipulations are incorrect or represent a risk, he must notify ASSA ABLOY Schweiz without delay, in writing, of this situation. ASSA ABLOY Schweiz is entitled to check at regular intervals that stipulations are being complied with and that the necessary and agreed quality assurance measures are being implemented, including on the premises of the Supplier, and subsequent to provision of advance notice in good time. In this connection, the Supplier guarantees for ASSA ABLOY Schweiz the necessary access to his production systems and right of inspection of his quality assurance documentation. Unless otherwise agreed, the Supplier is obliged to retain the results of his quality assurance measures, such as measurement records, proof of testing and customer-specific requirements, etc., for a period of 15 years. The Supplier must produce and archive all documentation required for the deliveries and products in accordance with the relevant statutory conditions for this purpose. ASSA ABLOY Schweiz is entitled to inspect the documents at any time. Any changes in the production process must be notified in writing to ASSA ABLOY Schweiz and may only be implemented as serial production once the initial samples have been successfully tested. The Supplier shall maintain applicable ISO standard certification and/or such other quality systems and procedures as may be agreed from time to time. The Supplier shall comply with the ASSA ABLOY sustainability program and processes as amended from time to time. The Supplier shall comply with the ASSA ABLOY Business Partner Code of Conduct and the applicable supplier handbook, as amended from time to time.All Products shall be manufactured and/or supplied in compliance with all applicable laws and regulations, including applicable export control laws, sanctions and licensing rules and all relevant regulations and provisions relevant to safety and the environment. These shall also include agreements between forwarding agents and rules and regulations about the shipment of hazardous materials. The Supplier may be explicitly required to comply with other and/or additional standards and regulations in a Specification (if any). The Supplier warrants that all Products, where applicable, are fully compliant with The Restriction on the use of Certain Hazardous Substances in Electrical and Electronic Equipment Directive 2011/65/EC (“RoHS”) as implemented by EU Member States except for relevant exemptions where they apply, and which shall be notified in writing to the Purchaser by the Supplier. Any incompliant Products may be rejected by the Purchaser and returned to the Supplier at the Supplier’s cost. The Supplier shall make available to the Purchaser records of its compliance, including a Declaration of Conformity, with RoHS on the Purchaser’s request. To the extent the Products or any of the substances contained in the Products fall within the scope of the European Community Regulation 1907/2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (“REACH”), the Supplier confirms and represents that the Products and/or substances used as raw materials for the production of the Products shall comply with the requirements of REACH and the Supplier further represents that, to the extent required under REACH, the Products or any of the substances contained in the Products is or will be timely (pre-)registered and will remain (pre-)registered for the Purchaser’s use(s), so that the Purchaser is always considered as a downstream user according to REACH. To the extent the Products or any of the substances contained in the Products, require authorization under REACH, the Supplier shall ensure that an authorization is timely obtained and maintained. Upon request from the Purchaser, the Supplier will promptly provide the Purchaser with a written acknowledgement of pre registration or, when relevant, of registration or authorization of the substances contained in the Products sold or to be sold to the Purchaser. The Supplier remains responsible for all information provided in relation with compliance of the Products sold or to be sold to Purchaser with REACH. Any incompliant Products may be rejected by Purchaser and returned to the Supplier at the Supplier’s cost. The Supplier shall comply with the ASSA ABLOY Information Security Policy and Requirements, which upon request by the Supplier shall be delivered by the Purchaser to the Supplier and which may be amended from time to time, and to ensure compliance with such policy and requirements by any subcontractors appointed by the Supplier. 13. Data protection The Parties are individually responsible for their compliance with the applicable statutory data protection provisions, in particular the General Data Protection Regulation. If the Supplier processes personal data on behalf of the Purchaser in accordance with the contract, the Parties shall conclude an order processing agreement. Any violation by the Supplier of the order processing agreement and applicable laws on data protection shall be deemed gross negligence. 14. Force Majeure War, civil war, export restrictions or trade restrictions due to some change in political conditions and strikes, operational interruptions, operational restrictions and similar events which make it impossible or unreasonable for ASSA ABLOY Schweiz to fulfil its contracts are regarded as instances of force majeure and release ASSA ABLOY Schweiz for the duration of their applicability from its obligation to accept goods and services at the stipulated time. The partners to the contract are obliged to notify each other of such events, and to adapt their obligations in line with the altered conditions, acting in good faith. 15. Custody / ownership Any materials provided for the Supplier remain the property of ASSA ABLOY Schweiz. This must be stored separately and appropriately, and specifically marked as the property of ASSA ABLOY Schweiz. The Supplier shall be liable for any loss of value or loss, even if he is not responsible. The Supplier shall keep these items in custody for ASSA ABLOY Schweiz; the costs for keeping the items and materials in custody for ASSA ABLOY Schweiz are included in the purchase price. 16. Commercial secrets The Supplier is obliged to treat the orders of ASSA ABLOY Schweiz and all of the associated commercial and technical details with confidentiality, as commercial secrets. Any sub-suppliers must have the corresponding obligation imposed on them by the Supplier. 17. General conditions / law and place of jurisdiction If any condition should be, or become, null and void, the remaining conditions shall remain in force. These general Purchasing Terms are subject to the law of Switzerland, to the exclusion of the terms of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods (UN Purchasing Law). The Commercial Court of Zurich is the competent court for all disputes arising out of or in connection with this contract.