VENDOR TERMS AND CONDITIONS OF PURCHASE

Seller shall deliver the goods and/or perform the services strictly in accordance with the delivery schedule stated in the Order. Time is of the essence in Seller’s performance. Seller shall not anticipate delivery by purchasing materials or manufacturing goods in excess of what is reasonably required to meet Buyer’s delivery schedule. Goods delivered in advance of the specified schedule may, at Buyer’s option, be returned at Seller’s expense and risk of loss or accepted with payment withheld until the date payment would have been due had delivery occurred as scheduled. 

Seller shall promptly notify Buyer in writing of any actual or anticipated delay in performance and the reasons therefor. Seller shall use commercially reasonable efforts to mitigate the effects of any delay and resume full performance as soon as practicable. 

Neither party shall be liable for failure or delay in performance to the extent caused by events beyond its reasonable control that could not have been avoided by the exercise of reasonable diligence, including acts of God, natural disasters, war, terrorism, riots, epidemics, pandemics, governmental orders, labor strikes not involving the affected party’s workforce, or failures of utilities or transportation systems (each, a “Force Majeure Event”). Force Majeure Events shall not include Seller’s financial distress, inability to obtain materials or labor at reasonable prices, supply chain disruptions that could have been mitigated, or the failure of subcontractors or suppliers unless caused by a Force Majeure Event. 

If Seller’s performance is delayed by a Force Majeure Event, Buyer may, upon written notice and without liability: (a) extend the delivery schedule for a reasonable period; (b) reduce quantities; or (c) terminate all or any part of the Order if the delay materially impairs Buyer’s operations or exceeds thirty (30) days. Buyer shall have no liability to Seller for Buyer’s failure or delay in performance to the extent caused by a Force Majeure Event.  

Buyer (or Buyer’s customer, including any governmental agency) shall have the right, but not the obligation, to inspect goods and services at times and places designated by Buyer before, during or after delivery or performance.  If an inspection takes place at the premises of Seller or its suppliers, Seller shall provide, at Seller’s expense, all reasonable facilities and assistance to such inspectors.  Seller shall maintain quality assurance test and inspection records acceptable to Buyer for goods purchased.   

If Buyer determines that any goods provided or services performed under the Order are defective or fail to conform to the requirements of the Order (including, but not limited to, Seller’s warranties and covenants under these Terms and Conditions), Buyer may reject or revoke acceptance of such goods or services and may: (i) terminate all or any part of the Order (as provided hereunder); (ii) repair or return such goods to Seller for repair or replacement (at Seller’s risk of loss and expense of unpacking, examining, repacking, reshipping and/or repairing); or (iii) retain such goods or services and receive from Seller, or deduct from the price, an amount reasonably determined by Buyer to be the difference between the agreed-upon price and the actual value of such goods or services to Buyer.

Seller represents and warrants with respect to goods and services provided under the Order that: (i) upon delivery, Buyer will have clear title, free of all Liens (as defined in section 15); (ii) there are and will be no claims of third parties of any nature whatsoever arising out of or related to the goods and/or services; (iii) all goods (including, but not limited to, hardware, software, firmware and systems consisting of goods working together) and services will be new and in strict conformance with the specifications, drawings, samples, designs or other descriptions furnished to or by Buyer, and will be merchantable, of good quality and workmanship, and free from defects in material, design and workmanship; (iv) all services will be performed in a thorough and workmanlike manner in accordance with the requirements of the Order; and (v)  neither the manufacture, performance, delivery, license, purchase, sale nor use of the goods or services covered by the Order will constitute an Infringement (as defined in section 8).  These warranties shall extend to Buyer and to customers and users of Buyer’s goods or services.   

Seller shall replace or correct any defective or non-conforming goods or services promptly and without expense to Buyer when notified of such non-conformity by Buyer.  Should Seller fail to make such corrections or replacement timely, Buyer may, after reasonable notice to Seller, make such corrections or replacement and charge Seller for its cost of such actions.   

The warranty period shall be the longest term provided by applicable Law and shall commence on the date of Buyer’s acceptance of the goods or services.  A new warranty period shall commence from the date of acceptance of any repair or replacement of goods, or reperformance of services, that are defective or that otherwise fail to conform to the requirements of the Order.  Seller’s warranties shall survive inspection, acceptance and payment and shall be in addition to any other warranties of Seller, whether oral or written, express, statutory or implied.  Remedies for breach of these warranties are cumulative and shall include those provided under these Terms and Conditions and any available at law or in equity. 

 (a)  Buyer may terminate all or any part of its purchases under the Order, without liability to Seller: (i) if Seller fails to deliver goods or perform services within the time and in the quantities and quality required by Buyer or to give adequate assurances requested by Buyer; (ii) if Seller breaches any of these Terms and Conditions (including, but not limited to, Seller’s warranties and covenants); (iii) if Seller fails to make progress so as to endanger timely and proper performance of the Order and cure such failure within 10 days (or any shorter period that is commercially reasonable under the circumstances) after notice from Buyer; or (iv) if Seller ceases to conduct its operations in the normal course of business, including inability to meet its obligations as they mature, or if any proceeding under the bankruptcy or insolvency Laws is brought by or against Seller, a receiver for Seller is appointed or applied for or an assignment for the benefit of creditors is made by Seller.  In addition to obtaining a refund or credit and any other remedies provided herein or available at law or in equity, Buyer may, upon such termination, purchase substitute goods or services elsewhere, on such terms as Buyer deems appropriate, and charge Seller with any excess costs and losses incurred by Buyer.   

(b) Buyer may terminate all or any part of the Order for convenience, in which case: (i) Seller shall, as directed by Buyer, cease work and deliver to Buyer all satisfactorily completed goods or materials and work in process; and (ii) Buyer shall pay to Seller reasonable, documented termination charges solely limited to the costs of materials, goods and labor that are incurred prior to Seller’s knowledge of such termination, provided that Seller takes reasonable steps to mitigate its damages.   

 To the extent not terminated by Buyer, Seller shall continue performance under the Order.  Any termination under section 5(a) adjudged to be wrongful shall be deemed to be a termination for convenience under section 5(b). 

Buyer shall not be liable for any indirect, special, consequential, incidental or punitive damages arising out of or related to the Order, including, but not limited to, any termination, rejection or revocation of acceptance of all or any part of the Order.  In no event shall Buyer’s liability hereunder exceed the purchase price set forth in the Order. 

(a) Seller Indemnification. 

Seller shall defend, indemnify, and hold harmless Buyer and its directors, officers, employees, and agents from and against any claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) to the extent arising out of or resulting from: (i) Seller’s breach of the Order or these Terms and Conditions; or (ii) the negligence, gross negligence, or willful misconduct of Seller or its officers, employees, agents, or permitted subcontractors in connection with the goods or services provided under the Order. 

(b) Product and ServicesRelated Claims. 

Seller shall further defend, indemnify and hold harmless Buyer from and against any claims for bodily injury (including death), damage to tangible property, or product liability to the extent caused by defective, nonconforming, or unsafe goods supplied by Seller or services performed by Seller under the Order, except to the extent caused by Buyer’s negligence or Buyerprovided specifications that Seller has complied with without deviation. 

(c) Intellectual Property. 

Seller shall defend and indemnify Buyer against any claim that the goods or services supplied under the Order infringe or misappropriate a patent, copyright, trademark, or other intellectual property right, subject to Buyer’s rights and Seller’s obligations as set forth in Section 8 (Intellectual Property Infringement). 

(d) Indemnification Procedures. 

Buyer shall provide Seller with prompt written notice of any claim subject to indemnification; provided, however, that failure to provide prompt notice shall not relieve Seller of its obligations except to the extent Seller is materially prejudiced. Seller shall have the right to control the defense and settlement of such claim, subject to Buyer’s right to participate with counsel of its choosing at its own expense. Seller shall not settle any claim in a manner that imposes nonmonetary obligations or admits liability on behalf of Buyer without Buyer’s prior written consent, which shall not be unreasonably withheld. 

(e) Insurance. 

Seller shall maintain, at its own expense, commercially reasonable insurance coverage customary for companies of similar size and industry to support its obligations under the Order, including workers’ compensation as required by Law and commercial general liability insurance. Upon reasonable request, Seller shall provide Buyer with evidence of such coverage. 

 In the case of any infringement or contributory infringement of a patent, trademark, copyright or other proprietary interest by reason of the manufacture, performance, delivery, license, purchase, sale or use of the goods supplied or services performed under the Order (each, an “Infringement”), Seller shall, at its sole expense, obtain for Buyer a perpetual, royalty-free license with respect to such item, or shall replace, modify or reperform the Infringing goods or services in a manner satisfactory to Buyer, so as to avoid the Infringement without any degradation in performance.  Such obligations shall apply regardless of whether Buyer furnishes any portion of the design or specifies materials or manufacturing processes used by Seller. 

(a) General Compliance.  

In providing goods and/or services under the Order, Seller shall, at its sole cost and expense, comply with and ensure compliance by its officers, employees, agents, subcontractors, and suppliers with all applicable federal, state, local, and international laws, statutes, regulations, ordinances, executive orders, rules, standards, directives, conventions, and treaties (collectively, “Laws”). Such Laws include, without limitation, those relating to: (i) the design, manufacture, testing, performance, transportation, sale, marketing, distribution, exportation, importation, licensing, labeling, packaging, certification, and approval of the goods or services; (ii) labor and employment matters, including wages, hours, employment eligibility, nondiscrimination, harassment, and occupational health and safety; (iii) environmental protection, hazardous materials, sustainability, and waste disposal; (iv) product safety, product recalls, and consumer protection; (v) antitrust, competition, boycotts, and unfair or deceptive trade practices; (vi) government contracting and subcontracting requirements; and (vii) data privacy, cybersecurity, and information protection, to the extent applicable.  

(b) Trade Compliance and Sanctions.  

Seller represents and warrants that it complies, and will continue to comply, with all applicable trade control Laws, including export control, import control, economic sanctions, and customs Laws. Seller shall not export, reexport, transfer, or release any goods, software, technology, or technical data in violation of such Laws, and shall provide Buyer with accurate countryoforigin information, tariff classifications, and any other trade compliance documentation reasonably requested.  

(c) AntiCorruption and Ethical Conduct.  

Seller represents and warrants that neither it nor any person acting on its behalf has offered, promised, given, or authorized any improper payment, gift, or advantage for the purpose of influencing any act or decision in connection with the Order, in violation of any applicable antibribery or anticorruption Law. Seller shall maintain policies and controls reasonably designed to ensure ethical conduct and legal compliance.  

(d) Certifications and Records.  

At Buyer’s request, Seller shall promptly certify in writing its compliance with all applicable Laws and shall provide reasonable supporting documentation. Seller’s invoices shall include Seller’s certification that the goods have not been produced, and will not be produced, in violation of the Fair Labor Standards Act of 1938 or any similar applicable Law. Seller shall maintain complete and accurate books, records, and documentation necessary to demonstrate compliance for a minimum of seven (7) years following final payment, or such longer period required by Law.  

(e) Audits and Cooperation.  

Upon reasonable notice, Buyer or its designee may audit Seller’s compliance with this Section, including inspection of relevant records and facilities, to the extent related to the Order. Seller shall cooperate fully with any such audit or inquiry and shall promptly address any identified noncompliance at Seller’s expense.  

(f) Safety Data and Regulatory Information.  

At or prior to delivery of goods, Seller shall provide, at no cost to Buyer, all applicable safety data sheets, regulatory disclosures, and compliance information required by Law, in an electronic format that Buyer can manipulate, edit, and print.  

(g) NonCompliance and Remedies.  

Seller shall promptly notify Buyer in writing of any actual or suspected violation of this Section or any investigation or enforcement action related to the goods or services. Any failure to comply with this Section shall constitute a material breach of the Order and these Terms and Conditions and shall entitle Buyer, in addition to any other rights or remedies available at law or in equity, to suspend performance, reject goods or services, terminate the Order (in whole or in part), and recover all resulting losses, costs, and damages.  

Buyer may, at any time, make changes to the Order, including, but not limited to, changes to the quantity, delivery time or place, shipping or packing method or any drawings, specifications or designs.  If such a change causes a material increase or decrease in the cost of, or the time required for, performance of the Order, Seller shall notify Buyer in writing immediately.  Any claim by Seller for an adjustment in time for performance or price must be asserted in writing within 10 days after the date of notification of a change.  No change shall be binding on Buyer unless authorized, in writing, by an officer or director of Buyer. 

All tools, dies, molds, templates, equipment, specifications, data, drawings, designs, software or materials furnished by Buyer to Seller or paid for by Buyer, including replacements and materials attached thereto, shall remain and, where appropriate be marked as, the personal property of Buyer.  Such items shall be separately stored and insured by Seller, and Seller assumes all risk of loss and liability arising out of or related to such items, until the items are returned to Buyer.  These items shall be used by Seller only for filling the Order and are subject to immediate return to  Buyer upon written request, with each item to be delivered (at Seller’s expense) in its original condition, reasonable wear and tear excepted.   

Seller shall provide to Buyer, without restriction on use or disclosure, all information and documents that Seller develops, generates, or acquires related to goods delivered or services performed under the Order. Such information and documents shall be deemed “works made for hire” and shall be the property of Buyer. To the extent any such information or documents are not deemed works made for hire, Seller hereby irrevocably assigns to Buyer all right, title, and interest therein. Buyer shall have the right to use such information and documents for any purpose, without liability to Seller. 

All information and documents Buyer may have disclosed or may disclose to Seller in connection with goods delivered or services performed under the Order shall be deemed confidential and proprietary and shall not be disclosed or used by Seller without the prior written consent of an officer of Buyer. 

Unless the Order expressly provides otherwise, all prices are: (a) firm and not subject to increase or additional charges during the performance of the Order; (b) in U.S. dollars and F.C.A. Buyer’s facility (with risk of loss and title passing to Buyer at that location); and (c) inclusive of all freight, duty and taxes other than sales or use taxes Seller is required by Law to collect from Buyer.  Such sales or use taxes shall not be included in Seller’s invoice if Buyer indicates that the goods or services ordered are exempt from such taxes.  Applicable taxes shall be separately stated on Seller’s invoice.  Seller shall deliver duplicate invoices to Buyer immediately upon shipment of goods or completion of services.  Unless the Order expressly provides otherwise, Buyer’s standard payment terms will be net ninety (90) days following Buyer’s receipt of conforming goods and services  and not on the basis of Seller’s invoice date or timelines included therein.  Buyer shall be entitled to set off any amount owing at any time from Seller to Buyer against any amount payable at any time by Buyer under the Order. 

 Seller shall suitably pack, mark and ship goods in accordance with the instructions of Buyer and the requirements of the carrier transporting such goods and shall assure delivery free of damage and deterioration.  Buyer shall not be charged for packing, marking or shipping unless separately itemized on the face of the Order.  Buyer’s Purchase Order Number must appear on the container, the packing list, invoice and correspondence relating to the Order.  Two copies of the packing list (which provides the quantity and description of the goods contained therein) shall be placed within the container. 

Seller may not, without Buyer’s prior written consent in each instance, engage any person or entity as a subcontractor to perform any of Seller’s obligations under the Order.  Any approved subcontractor must: (a) comply with these Terms and Conditions to the extent applicable to the obligations to be performed by the subcontractor; (ii) acknowledge and agree that it may look only to Seller for payment for the performance of such obligations; and (iii) to the maximum extent permitted by Law, waive any and all claims for payment against Buyer.  Seller is and shall remain liable for any and all acts and omissions of its subcontractors to the same degree that Seller is liable for its own acts and omissions. 

If any laborers’, materialmen’s, mechanics’, or other lien or claim is filed in connection with the goods or services (a “Lien”), Seller shall cause such Lien to be released and discharged, or shall post a bond in lieu thereof, within ten (10) days of receipt of written request after the debt is fully satisfied.  If Seller fails to do so, Buyer may, without obligation, take any action reasonably necessary to obtain the release of the Lien, including payment of amounts required to secure such release, and may recover from Seller all related costs and expenses (including investigation costs and reasonable attorneys’ fees) by deducting such amounts from any sums due or to become due to Seller under the Order or by requiring immediate reimbursement from Seller.

If a dispute arises out of or relates to the Order, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first, upon the written request of either party, to endeavor in good faith to resolve the dispute by mediation, which shall be conducted in Dallas County, Texas.   The parties shall share the mediator’s fee and any related fees equally.  The parties consent to exclusive jurisdiction and venue in the federal and state courts sitting in Dallas County, Texas to resolve any disputes not resolved by mediation. In any action or suit to enforce any right or remedy associated with any Order or to interpret any provision of these Terms and Conditions, the prevailing party shall be entitled to recover its reasonable attorney’s fees, costs and other expenses. 

(a) In the event that a court of competent jurisdiction holds any provision of the Order to be invalid, illegal or unenforceable in any respect, such holding shall not affect or impair the validity, legality or enforceability of any of the remaining provisions contained herein.  (b) The Order shall be binding upon and enforceable only by the parties, their respective successors and permitted assigns.  Seller may not assign, transfer or subcontract any interest in or obligation under the Order without the prior written consent of an officer of Buyer.  (c) No waiver of any provision of or default under this Order or failure to insist on strict performance under this Order shall affect the right of Buyer thereafter to enforce such provision or to exercise any right or remedy in the event of any other default, whether or not similar.  (d) All provisions that by their nature are intended to survive shall survive termination or expiration of the Order and Seller’s performance. 

This cybersecurity requirement applies to all suppliers that access, process, store, or transmit Buyer data; interact with Buyer systems or personnel; or have physical access to Buyer facilities or infrastructure. 

Supplier shall maintain an active information security management system aligned with ISO/IEC 27001 and, upon request, provide evidence of current certification. If Supplier is not ISO/IEC 27001 certified, Supplier shall, upon request, provide information regarding its cybersecurity controls sufficient to demonstrate reasonable administrative, technical, and physical safeguards appropriate to the nature of the access or services provided. 

Seller acknowledges that Buyer is part of the ASSA ABLOY group of companies and agrees to comply with the ASSA ABLOY Business Partner Code of Conduct, as may be updated from time to time and available at: https://www.assaabloy.com/group/en/sustainability/code-of-conduct 

Seller shall ensure that its employees, agents, and subcontractors comply with the ASSA ABLOY Business Partner Code of Conduct in connection with the goods or services provided under the Order. Any material violation of the Code of Conduct shall constitute a material breach of the Order and these Terms and Conditions.