Terms and Conditions

AGREED TERMS

1. About us

Placing an order and its acceptance

• Company details. ASSA ABLOY Global Solutions UK Ltd, 02590364 (“we”, us or “ASSA ABLOY”), is a company registered in England and Wales and our registered office is at ASSA ABLOY Global Solutions UK Ltd, Pacific House, Imperial Way, Reading, Berkshire. RG2 0TD. Our VAT number is GB 538 7902 10. We operate the website assaabloyglobalsolutions.com .
• Contacting us. To contact us telephone our customer service team at 0118 945 2200 or email uksales@assaabloy.com. How to give us formal notice of any matter under the Agreement is set out in Clause 1 below.

Our contract with you

• Our contract. These terms and conditions (the “Terms”) apply to and are incorporated into the order by you and supply of goods by us to the company or organization that you represent (“you” or “Customer”) (the “Agreement”). No other terms are implied by trade, custom, practice or course of dealing.
• Entire agreement. The Agreement is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Agreement.
• These Terms and the Agreement are made only in the English language.
• Your copy. You should print a copy of these Terms or save them to your computer for future reference.

2. Placing an order and its acceptance
   • Placing your order. Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the goods (including parts) specified in the order (the “Hardware”) subject to these Terms.
   • Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
   • Acknowledging receipt of your order. After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 4.
   • Accepting your order. Our acceptance of your order takes place when we send the email to you to accept it, at which point (the “Effective Date”) the Agreement between you and us will come into existence. Once we have accepted your order, it cannot be cancelled.
   • If we cannot accept your order. If we are unable to supply you with the Hardware for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Hardware, we will refund you the full amount including any delivery costs charged as soon as possible.
3. Our Hardware
   • The images of the Hardware on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflect the colour of the Hardware. The colour of your Hardware may vary slightly from those images.
   • The packaging of your Hardware may vary from that shown on images on our site.
   • ASSA ABLOY reserves the right to, at any time, modify, update and/or upgrade, temporarily or permanently, its hardware (or any part thereof) including but not limited to amending the specification of the hardware if required by any applicable statutory or regulatory requirement.
   • ASSA ABLOY shall have no liability in any manner whatsoever for modifying, replacing, or supporting discontinued hardware.
4. Shipping, delivery, transfer of risk and title
   • Title to Hardware transfers from ASSA ABLOY to Customer at the time ASSA ABLOY has received full payment for the relevant shipment. ASSA ABLOY reserves the right to make, and Customer agrees to accept, multiple shipments to fulfill an Agreement. Delivery terms will be as included in our confirmation of acceptance in accordance with Clause 4 above. Occasionally our delivery to you may be affected by an event of Force Majeure. See Clause 15 below (Delays and Force Majeure) for our responsibilities when this happens.
   • If Customer fails to accept delivery from ASSA ABLOY, the remaining purchase price owed by Customer shall still be due and payable in accordance to the original payment schedule, and any and all risks associated with the Hardware (or parts) to be delivered, shall be solely borne by Customer. All shipping and storage costs incurred by ASSA ABLOY due to Customer’s delay or failure to accept delivery shall be fully reimbursed by Customer. Customer is solely responsible for providing a safe and secure storage location for the Hardware at all times
   • We will not be liable for any failure to deliver that was caused by an event of Force Majeure, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of Hardware.
5. Compliance
   • Each party shall comply with all applicable laws, ordinances, rules and regulations, and shall obtain any and all permits, licenses, authorization, and/or certificates that may be required in any jurisdiction. You must comply with all applicable laws and regulations of the country for which the Hardware are destined. We will not be liable or responsible if you break any such law.
   • The Hardware (including software embedded in the Hardware) may be subject to export laws and regulations of the European Union, the United States and other jurisdictions. Customer agrees to comply strictly with all export laws and regulations. Proscribed countries are set forth in the applicable export regulations and are subject to change without notice, and Customer must comply with the list as it exists in fact. Customer certifies, represents, warrants and undertakes that Customer is not targeted under the sanctions or export controls of the United Nations, the United States, the European Union or any other relevant government, or are listed on the U.S. Department of Commerce's Denied Persons List or affiliated lists, on the U.S. Department of Treasury's Specially Designated Nationals List or any list maintained by the United Nations, the European Union or other relevant government.
6. No international delivery
   • Unfortunately, we do not deliver to addresses outside [UK, Ireland, or the Channel Islands].
   • You may place an order for Hardware from outside [UK, Ireland, or the Channel Islands], but this order must be for delivery to an address in the [UK, Ireland or the Channel Islands].
7. Price of goods, delivery charges and taxes
   • The prices of the Hardware will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Hardware are correct at the time when the relevant information was entered onto the system. However, please see clause 4 for what happens if we discover an error in the price of Hardware you ordered.
   • Prices for our Hardware may change from time to time, but changes will not affect any order you have already placed.
   • Prices do not include, and Customer shall pay, any national, state, local, or international property, license, privilege, sales, use, excise, gross receipts, VAT, ad valorem, use, duty, withholding or other like taxes relating to the sale, delivery, receipt, payment for or use of Hardware (“Taxes”). If ASSA ABLOY is required to collect any Taxes, such Taxes will be paid by Customer. If the rate of Taxes changes between the date of your order and the date of delivery, we will adjust the Taxes you pay, unless you have already paid for the Hardware in full before the change in Taxes takes effect.
   • The price of the Hardware does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order.
   • We sell a large number of items through our site. It is always possible that, despite our reasonable efforts, some of the items on our site may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:
     • where the Hardware's correct price is less than the price stated on our site, we will charge the lower amount when dispatching the Hardware to you; and
     • if the Hardware's correct price is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Hardware at the correct price or cancelling your order. We will not process your order until we have 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 mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Hardware and refund you any sums you have paid.

8. How to pay
   • Payments Generally. Payment for the Hardware and all applicable delivery charges is in advance, unless we have agreed with you that we will invoice you for payment in arrears.
   • No Set-Off. Customer agrees to pay ASSA ABLOY the balance of fees and expenses in the amounts and times as set forth in the Agreement, without retention, set-off, withholding or counterclaim. All payments are non-refundable and non-creditable.
   • Late Payments; Default interest. If you fail to make a payment due to ASSA ABLOY under the Agreement by the due date, then, without limiting the our other remedies at law or at equity, we may: (a) suspend you from placing any further orders and/or (b) charge, and [default interest shall accrue from day to day (before as well as after judgement) at an annual rate of 8% above the Bank of England base rate at the time being in force [NOTE: INSERT INTEREST RATE AND PERIOD IN ACCORDANCE WITH THE CONVENTION NORMALLY USED IN LOCAL ESTORE ENTITY] on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Customer shall be responsible for all costs and expenses (including attorney fees and court costs) incurred by ASSA ABLOY in connection with any overdue balance.
9. Warranties
   • The Hardware items are intended for use only in [UK and Ireland]. We do not warrant that the Hardware comply with the laws, regulations or standards outside [UK and Ireland].
   • Subject to the conditions and limitations of liability stated herein, ASSA ABLOY warrants that the Hardware products will be free from material defects in materials and workmanship and will substantially conform to the applicable Documentation in effect as of the date of manufacture for a period of one (1) year from the date of shipment. The warranty does not apply to
     • consumable parts, such as batteries or protective coatings that are designed to diminish over time, unless failure has occurred due to a defect in materials or workmanship. Customer is solely responsible under the Agreement to ensure that batteries powering Hardware are properly charged and timely exchanged;
     • to cosmetic damage, unless failure has occurred due to a defect in materials or workmanship;
     • to damage caused by use with a third party component or product;
     • to damage caused by accident, abuse, misuse, fire, liquid contact, earthquake or other external cause; or
     • to damage caused by service (including upgrades and expansions) performed by anyone who is not a representative of ASSA ABLOY or an ASSA ABLOY authorized technician.

All Hardware must be installed by  trained technicians/installers for the type of product being installed, or all warranties are voided.

• Subject to clause 4 and the other the conditions and limitations of liability set forth herein, if:
  • you give us notice in writing within a reasonable time of discovery, and no later than before the expiry of the warranty period, that some or all of the Hardware do not comply with the warranty set out in Clause 2 and describing in reasonable detail the specific nature of the defect or non-conformity;
  • we are given a reasonable opportunity of examining the Hardware; and
  • if we ask you to do so, you return the Hardware to us at your cost,

we will, at our option, and as your sole and exclusive remedy for failure to comply with the above warranty, repair, replace or provide a reasonable workaround for the defective and/or nonconforming part of the Hardware, or refund the price of the defective Hardware in full. No refunds will be given for Hardware products that are returned incomplete or damaged. ASSA ABLOY will not be required to perform any warranty repairs of the Hardware at a specific site. You will be responsible for removing and reinstalling all the parts or components of the Hardware returned to ASSA ABLOY for repair under the warranty. You will bear all risk of loss during the shipment of items and Hardware products returned to ASSA ABLOY. You will be solely responsible for obtaining insurance on any and all items and Hardware products that are returned to ASSA ABLOY.

• We will not be liable for breach of the warranty set out in Clause 2 if:
  • you make any further use of the Hardware after giving notice to us under clause 3;
  • the defect or on-conformity arises as a result of us following any drawing, design or specification supplied by you;
  • the defect or non-conformity arises from use of the Hardware otherwise than as specified in the Documentation or otherwise in other than its normal and customary manner;
  • you alter, modify or repair the Hardware, or combine or interface the Hardware with other hardware (including components) or software not authorized by ASSA ABLOY;
  • the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
  • the Hardware differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
• EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN CLAUSE 2 ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ASSA ABLOY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ASSA ABLOY DOES NOT WARRANT THAT THE FUNCTIONS MEET CUSTOMER'S REQUIREMENTS, OR THAT THE OPERATION OF THE HARDWARE WILL BE UNINTERRUPTED, ERROR-FREE OR WITHOUT DOWNTIME.
• The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Agreement.
• This Agreement also apply to any repaired or replacement Hardware supplied by us to you.

10. Our liability: your attention is particularly drawn to this clause
    • References to liability in this clause 11 include every kind of liability arising under or in connection with the Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    • We only supply the Hardware for internal use by your business, and you agree not to use the Hardware for any resale purposes unless we have authorized you as an ASSA ABLOY reseller pursuant to the terms and conditions of a separate written resale or distribution agreement.
    • Nothing in this Agreement limits or excludes our liability for:
      • death or personal injury caused by our negligence;
      • fraud or fraudulent misrepresentation;
      • breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
      • any other liability that cannot be limited or excluded by law.
    • SUBJECT TO CLAUSE 3, IN NO EVENT SHALL ASSA ABLOY OR ITS AFFILIATES OR THIRD PARTY LICENSORS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO CUSTOMER FOR LOSS OF PROFIT OR REVENUES, COSTS OF DELAY, BUSINESS INTERRUPTION, LOSS OF USE OF PRODUCT OR OTHER PRODUCT SOFTWARE, SYSTEM, OR FACILITY, LOSS OF DATA OR INFORMATION, LOSS OF PRODUCTIVITY, INTEREST CHARGES, COSTS OF SUBSTITUTE PRODUCTS, SOFTWARE, SYSTEMS, OR SERVICES, COST OF PURCHASES OR REPLACEMENT POWER, DOWNTIME COSTS, DAMAGE TO PROPERTY OR PERSON, NOR FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF HARDWARE PROVIDED HEREUNDER REGARDLESS OF WHETHER THE CLAIM GIVING RISE TO SUCH DAMAGES IS BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE), EVEN IF ASSA ABLOY OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ASSA ABLOY’S AGGREGATE LIABILITY FOR DAMAGES OR LOSSES (WHETHER IN ONE INSTANCE OR A SERIES OF INSTANCES) UNDER THE AGREEMENT EXCEED THE AMOUNT PAID BY CUSTOMER PURSUANT TO THE APPLICABLE AGREEMENT.
    • Subject to Clause 3, our total liability to you for all losses arising under or in connection with the Agreement will in no circumstances exceed the price of the Hardware sold and purchased pursuant to the Agreement.
    • Except as expressly stated in this Agreement, we do not give any representations, warranties or undertakings in relation to the Hardware. Any representation, condition or warranty which might be implied or incorporated into the Agreement by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Hardware are suitable for your purposes.
    • The limitations and exclusions set forth in this Agreement apply to the fullest extent permitted by applicable law, and (except as set forth in Clause 2) the remedies set forth herein are the exclusive remedies for misrepresentation and breach of contract.
11. Third Party IPR Claims
    • In the event that Hardware becomes subject to a claim by a third party that it infringes a third party copyright, patent or other intellectual property right, or we anticipate that such a third party claim may be raised, we will have at our option and expense the right to (a) obtain a license for you to continue using that Hardware; or (b) substitute the Hardware with other substantially similar hardware. THIS CLAUSE 12 SETS FORTH ASSA ABLOY’S SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
12. Indemnification
    • Customer shall indemnify and hold ASSA ABLOY, its affiliates, officers, directors, third party licensors, and employees, harmless from and against any and all claims, damages, losses, costs or other expenses (including reasonable attorneys' fees) that arise directly or indirectly out of (a) alterations or modifications to the Hardware or software embedded in the Hardware made by or on behalf of Customer (b) combinations of using the Hardware or software embedded in the Hardware with products, services, or materials not provided by ASSA ABLOY where the infringement would not have occurred but for Customer’s combination of such products, services, or materials; (c) Customer’s wilful misconduct or unauthorized use of Hardware or software embedded in the Hardware; or (d) any violation by Customer of third party rights including but not limited to privacy and data protection rights.
13. Termination
    • ASSA ABLOY may suspend the supply or delivery of the Hardware to you, or terminate the Agreement, by written notice to Customer in the event that (i) Customer fails to make any payment required within ten (10) days after receiving a written notice that such payment is past due, provided that such failure does not relate to a good faith dispute between the parties regarding the amount due; (ii) Customer breaches any of its obligations under the Agreement, and has been given written notice of such default, and has not corrected the default within thirty (30) days of the date of the notice; or (iii) immediately upon registered letter if Customer commences bankruptcy proceedings, makes composition with its creditors, is subject to the appointment of an administrator or is subject to any other similar proceedings or otherwise proceedings that have the same or similar effects or if the other Party could reasonably be deemed to be insolvent.
    • Customer may terminate the Agreement by written notice in the event that ASSA ABLOY materially breaches any of its obligations under the Agreement, has been given written notice of such default, and has not corrected the default within thirty (30) days of the date of the notice.
    • Termination of the Agreement shall not affect your or our rights and remedies that have accrued as at termination.
    • Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
14. Delays and Force Majeure
    • We will notify you as soon as reasonably possible of any delays in the scheduled delivery, and you agree that we cannot be held liable in any manner whatsoever for such delays.
    • Force Majeure. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Agreement that is caused by any act or event beyond our reasonable control including, without limitation, strikes, lock-outs or other labour disturbances or disturbances by fire, flood, war, embargo, blockade, riot, epidemic, governmental interference, delay or shortage in transportation or inability to obtain necessary labour, materials or facilities from usual sources or from defect or delay in the performance of any of its suppliers or subcontractors if caused by any circumstance referred to in the foregoing (”Force Majeure”).
    • In the event of Force Majeure that affects the performance of our obligations under the Agreement:
      • we will contact you as soon as reasonably possible to notify you; and
      • our obligations under the Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Force Majeure event. Where the Force Majeure event affects our delivery of Hardware to you, we will arrange a new delivery date with you after the Force Majeure event is over.
    • You may cancel the Agreement affected by an event of Force Majeure which has suspended our obligations under the Agreement for more than 90 days. To cancel please contact us. If you opt to cancel, you will have to return (at our cost) any relevant Hardware you have already received and we will refund the price you have paid, including any delivery charges.
15. Communications between us
    • Notices concerning the Agreement shall be in writing and shall be given or made by means of certified or registered mail, express mail or other overnight delivery service, or hand delivery, proper postage or other charges paid and addressed or directed to the respective parties to their respective addresses. A notice or other communication is deemed to have been received:
      • if delivered personally, on signature of a delivery receipt; or
      • if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting.
    • In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post.
    • The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
16. • Customer agrees to maintain confidential and protect prices , benchmark tests, product catalogues and other technical, business, financial, marketing and product development plans, forecasts, strategies and any other information available to Customer through the eStore or otherwise disclosed by ASSA ABLOY under an Agreement (“Confidential Information”). The terms and conditions of an Agreement shall be treated as Confidential Information.
    • Customer agrees to maintain and protect Confidential Information using the same degree of care that it exercises with respect to its own information of like importance but in no event less than reasonable care, and to use it only for the purposes for which it was provided under the Agreement. Except as expressly provided in the Agreement, Confidential Information may be disclosed only to Customer’s employees or contractors obligated to Customer under similar confidentiality restrictions and only for the purposes for which it was provided. These obligations do not apply to information which: (a) is rightfully obtained by Customer without breach of any obligation to maintain its confidentiality; (b) is or becomes known to the public through no act or omission of Customer; (c) Customer develops independently without using Confidential Information of ASSA ABLOY; or (d) only to the extent and for the purpose of disclosing such Confidential Information in response to a valid court or governmental order, and if Customer has given the ASSA ABLOY prior written notice and provides reasonable assistance so as to afford it the opportunity to object or obtain a suitable protective order.
    • Because of the unique nature of the Confidential Information, Customer agrees that ASSA ABLOY may suffer irreparable harm in the event the recipient fails to comply with its confidentiality obligations under the Agreement, and that monetary damages will be inadequate to compensate ASSA ABLOY for such breach. Accordingly, the recipient agrees, notwithstanding Clause 7, that ASSA ABLOY will, in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief in any court of competent jurisdiction to enforce such confidentiality obligations.
17. General
    • Assignment and transfer. ASSA ABLOY may assign the Agreement (i) to a successor in interest (or its equivalent) of all or substantially all of its relevant assets, whether by sale, merger, or otherwise; (ii) ASSA ABLOY may assign the Agreement to any of its Affiliates; and (iii) ASSA ABLOY may use subcontractors in the performance of its obligations hereunder. Any attempted assignment in violation of what is set forth above in this Clause 1 will be void. You may only assign or transfer your rights or your obligations under the Agreement to another person if we agree in writing.
    • No term or provision hereof shall be deemed waived and no breach consented to or excused, unless such waiver, consent or excuse shall be in writing and signed by the party claimed to have waived or consented. Should either party consent, waive, or excuse a breach by the other party, such shall not constitute consent to, waiver of, or excuse of any other different or subsequent breach whether or not of the same kind as the original breach. Notwithstanding the foregoing, provisions on complaints and limitation periods, such as in Clause 10.2 above, shall apply.
    • If any provision of the Agreement shall be held by a court of competent jurisdiction to be wholly or partly invalid or contrary to law or public policy, the validity of the Agreement as a whole shall not be affected and the remaining provisions shall remain in full force and effect. To the extent that such invalidity materially affects a Party’s benefit from, or performance under, the Agreement, it shall be reasonably amended.
    • Terms and conditions which by their nature extend beyond the term of the Agreement shall survive the termination of the Agreement, including Customer’s obligations to pay fees or charges due and payable at the time of expiry or termination, or which become due and payable thereafter, shall survive the termination of the Agreement.
    • Entire Agreement. The Agreement constitute the entire understanding and agreement between the parties hereto with respect to the subject matter of the Agreement and merges and supersedes all prior communications, understanding and agreements, written or oral, and no amendments shall become effective without written agreement signed by the parties hereto. Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
    • Third party rights. This agreement does not confer any rights on any person or party (other than the Parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999. No other person than a Party has any rights to enforce any of its terms.
    • Governing law and jurisdiction. This Agreement is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Agreement to the exclusive jurisdiction of the English courts.
    • The provisions of the United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement.