TRAKA21 TERMS AND CONDITIONS OF SALE

1. DEFENITIONS
In these Conditions, “the Seller” means ASSA ABLOY Limited whose registered office is at School Street,
Willenhall, West Midlands, WV13 3PW; “the Purchaser” means the person, firm or company from whom
an order is accepted by the Seller; and “Goods” means any goods or replacements therefore supplied by
the Seller to the Purchaser under the Agreement for Sale.


2. PRICE
a) The price for the Goods shall be as set out in the Seller’s price list in force from time to time except as
otherwise provided for herein. The Seller reserves the right by written notice given to the Purchaser before
delivery of the Goods to vary the price of Goods if there is any increase in the Seller’s price list in respect
of the same or similar description of Goods or by any amount attributable to a change in or insufficiency
of the Purchaser’s instructions.
b) The Purchaser shall not be entitled to make any deduction from the price of the Goods in respect of any
alleged rights to set off or counter-claims unless both the validity and the amounts thereof have been
expressly acknowledged and admitted by a director or authorised person on behalf of the Seller in writing.
c) The price for the Goods will be inclusive of the costs of packaging and delivery charges within the United
Kingdom.


3. PAYMENT TERMS
a) Subject to references which may be required by the Seller, and where no other terms of payment have
specifically been agreed, payment for the Goods shall be made using the dedicated Traka21 e-commerce
website.
b) Subject to above (a) where payment via the e-commerce site is not possible, payment for the Goods shall
be due in pounds sterling by the 25th of the calendar month following the month of issue of the Seller’s
invoice, which may be issued at any time after the Goods are ready for despatch or collection from the
Seller’s works.
c) The Seller reserves the right to suspend further deliveries and/or to cancel any allowance of further credit
in the event of any payments not being made when due, or if the Seller in its sole discretion at any time
considers the financial condition of the Purchaser has ceased to justify any such terms being permitted.
d) The Seller may at any time in its absolute discretion appropriate any payment made by the Purchaser in
respect of Goods to such outstanding debt as the Seller thinks fit, notwithstanding any purported
appropriation to the contrary by the Purchaser or the Seller. The Seller shall be entitled at any time and
notwithstanding its acceptance of any order to cancel the Agreement for Sale or to postpone any delivery
until payment has been received in the event that the Seller has reasonable doubts about the Purchaser’s
ability or willingness to pay on the due date. The Seller reserves the right at any time at its discretion and
notwithstanding its acceptance of any order to demand security for payment before continuing with an
order or delivering Goods or any instalment.


4. DELIVERY AND RISK
a) Unless otherwise expressly stated, delivery shall take place and risk shall pass on the earliest of the
following:-
i. The Seller handing the Goods to the Purchaser or its agent at the Seller’s premises; or
ii. The Goods leaving the Seller’s premises;
b) Any claim for shortage, damage or for transport surcharges should be directed by the Purchaser to the
carrier within seven days of such delivery and notification of any such claim should be made to the Seller.
Any period or date for delivery stated is the Seller’s best estimate and is not to be deemed to be a
contractual commitment. The Purchaser shall not be entitled to refuse to accept late delivery or to treat
late delivery as a breach of the Agreement for Sale.
c) Unless otherwise agreed in writing, Goods included in each delivery (or part delivery) shall be deemed to
be sold under a separate contract. Neither failure on the Seller’s part to make any delivery (or part
delivery), nor any claim by the Purchaser in respect of such delivery (or part delivery) shall entitle the
Purchaser to reject the balance of the Goods agreed to be purchased by the Purchaser. The Seller may
at its option deliver by instalments and each instalment shall constitute a separate contract on these
Conditions.
d) Orders will not be delivered outside of the United Kingdom of Great Britain and Northern Ireland.
e) The Seller shall not be liable for loss or damage to Goods in transit unless:-
i. The Seller has agreed to effect delivery to a place other than the Seller’s premises; and
ii. The loss or damage occurs prior to arrival at the delivery point; and either
iii. Damage or shortage is reported by the Purchaser within 7 days of arrival at the delivery point;
or
iv. In the case of total loss, non-arrival is notified to the Seller within 14 days after despatch of
advice note.
f) The Purchaser shall inspect the Goods immediately upon receipt and shall (unless such inspection cannot
be carried out and the delivery note is marked “not examined”) subject to paragraph (g) below be deemed
to have accepted the Goods as delivered.
g) The Seller shall not be liable for defects or shortages discoverable on reasonable inspection unless the
Purchaser notifies the Seller before the expiry of 7 days after receipt of any alleged defect or lack of
conformity.
h) The Seller shall make good shortages notified to it under paragraph (f) above as soon as reasonably
practicable but shall not be liable for any other loss whatsoever arising from such shortage.
i) The Seller’s liability for Goods lost or damaged in transit shall in all circumstances be limited to (at the
Seller’s option) the repair or replacement or credit to the Purchaser of the sales value of the Goods in
question.


5. RETENTION OF TITLE
a) Until the Seller has received payment in full of all sums owed to it on any account by the Purchaser,
whether arising out of this or any other contract, legal and beneficial title to the Goods shall remain in
the Seller; such goods are referred to in this condition as “retained goods”.
b) Retained goods:
i. Shall be at the Purchaser’s risk, insured by the Purchaser from the date of delivery at its own
expense for their full replacement value against all usual risks; and kept safe in good condition
and stored separately and clearly identifiable as the Seller’s property and with all identifying
marks intact and legible; and
ii. May, subject to Condition (c) below be used or sold by the Purchaser in the ordinary course of
its business on the basis that the proceeds of sale shall be held in trust by the Purchaser for the
Seller absolutely.
c) The Purchaser’s powers of use and sale of retained goods shall terminate:-
i. Forthwith on notice from the Seller if the Purchaser is in default of any of its obligations under
this or any other contract with the Seller or if the Seller has reasonable doubts as to the ability
or willingness of the Purchaser to pay any sum to it on the due date;
ii. Automatically upon the occurrence of any of the following:
a) If the Purchaser causes a meeting of or makes any arrangement or composition with its
creditors; or
b) If the Purchaser, being an individual, becomes insolvent or appears to be unable to pay
a debt or to have no reasonable prospect of paying a debt (within the meaning of Section
268 of the Insolvency Act 1986); or, being a company, appears unable to pay its debts
(within the meaning of Section 123 of Insolvency Act 1986);
c) If there is presented a petition for the winding up of the Purchaser or for the appointment
of an Administrator of its undertaking (whether it be a company or a partnership) or if
the Purchaser is an individual on the presentation of a bankruptcy petition or an
application for an interim order under Part VIII of the Insolvency Act 1986; or
d) If the Purchaser has a Receiver, an Administrator or Administrative Receiver appointed
over any of its assets or undertaking or a winding up order made against it or it goes into
voluntary liquidation (otherwise than for the purposes of bona fide reconstruction or
amalgamation of a solvent company).
e) The Seller may, at any time on giving prior notice, enter the Purchaser’s premises for the
purpose of inspecting retained goods and identifying them as the Seller’s property and
the Purchaser irrevocably authorises the Seller to enter upon its premises for that purpose.
f) Upon suspension and revocation or determination of the Purchaser’s power of sale and
use under this Condition the Purchaser shall place all the retained goods in its possession
or under its control at the Seller’s disposal and shall be deemed irrevocably to authorise
the Seller to enter upon any of the Purchaser’s premises, with or without vehicles, for the
purpose of removing such goods.
g) The repossession of retained goods by the Seller in accordance with this Condition shall
be without prejudice to all or any of the Seller’s other rights against the Purchaser under
the Agreement for Sale.


6. LIABILITY
a) Nothing in these Conditions shall be interpreted as excluding or restricting any legal liability of the Seller
under Part 1 of the Consumer Protection Act 1987 or for death or personal injury resulting from the
negligence (as defined in Section 1 of the Unfair Contract Terms Act 1987) of the Seller, its employees,
agents or sub-contractors or as excluding or restricting any of the Seller’s legal obligations arising under
Section 12 of the Sale of Goods Act 1979 (as amended).
b) Subject to the provisions of sub-clause (a) above, the Seller’s liability to the Purchaser in respect of the
Goods shall not in any manner whatsoever (whether under law of contract, tort or otherwise) exceed
either double the price actually paid by the Purchaser for that part of the Goods in question or £10
(whichever figure is greater).
c) The Seller shall, in no circumstances, be liable for loss of profit, income, goodwill, or any other economic
loss, or any loss arising from any claim against the Purchaser by any third party, or any consequential or
indirect loss, damage or expense of any kind howsoever caused or arising.
d) Save as provided in these Conditions, the Seller shall not be under any liability to the Purchaser (whether
in contract tort or otherwise) for any defects in the Goods, materials supplied or workmanship performed
by the Seller or for any damage, loss, death or injury resulting from such defects and the Purchaser shall
indemnify the Seller against any claims in respect thereof.


7. WARRANTY
a) The Seller warrants the Goods against defects in design, materials and workmanship which become
apparent within the warranty period applicable to the Goods (hereinafter called “the Warranty Period”)
which shall be a period of twelve months (or such period as may be stipulated in the Order
Acknowledgement) stipulated from the date of issue of the Sellers invoice.
b) The Seller’s liability for defective Goods under this warranty is limited to repairing or, at its option,
replacing on an exchange basis, such Goods (or parts thereof) or crediting the Purchaser to the invoice
value and the Purchaser shall accept such of the aforementioned remedies as the Seller shall proffer as
being fulfilment of the Seller’s obligation under the Agreement for Sale.
c) In the event of the Purchaser becoming aware of a defect in the Goods during the Warranty Period, the
Purchaser shall within 14 days of discovering such defect supply the Seller with written particulars of such
defect and return the Goods to the Seller at the Purchaser’s expense and risk to enable the Seller to
ascertain or verify the nature and cause of the defect claimed and to carry out its warranty obligations.
d) The above warranty shall not apply to any defect discoverable on inspection at time of receipt or caused
in whole (or in part) by any alteration or addition to the Goods (other than by the Seller) or by use or
storage of the Goods in a manner contrary to any written instructions of the Seller, or for purposes for
which the Goods were not designed, or by faulty installation, maintenance or repair by the Purchaser or
any third party.
e) The Seller shall be under no liability whatsoever to repair, replace or make good any loss, damage or
defect which results from wear and tear, accident, neglect, misuse or events referred to in Condition 11
occurring after the physical delivery of the Goods to the Purchaser (or its agent).
f) When any defective Goods are replaced, the provisions of this Condition shall apply to the replacement
Goods for the unexpired balance of the Warranty Period, or one-half of the applicable Warranty Period
referred to in sub-clause (a) above, calculated from the date of replacement whichever is the longer.
g) The Purchaser shall accept the Seller’s liability under Conditions 4 and 7 above in lieu of all and every
condition, warranty or representation whatsoever whether express or implied by statute, common law,
trade usage, custom or otherwise as to the quality or fitness for any particular purpose of the Goods. The
Purchaser acknowledges that all specifications and details in catalogues, quotations or any similar
documents or by word of mouth and all forecasts of performances, however given, are approximate only
and do not form part of an Agreement for Sale and that in respect of such specifications details and
forecasts the Seller shall be under no liability nor shall the Purchaser be entitled to any remedy under the
provisions of the Misrepresentation Act 1967.


8. INSURANCE
The Purchaser agrees that it is best able to estimate the extent and nature of the insurance cover suitable
for its business and property from time to time and can effect at more economic rates than the Seller
such appropriate insurance cover (including cover against losses, damage, costs, claims and expenses
referred to in Conditions 6, 7 or 9) and the Purchaser therefore acknowledges that it is reasonable for the
Seller to sell the Goods and fix their purchase price on the basis of the exclusions and limitations of liability
and the indemnity set out in these Conditions. The Purchaser agrees that it will be responsible for effecting
insurance cover as above mentioned as may be appropriate to its business and property including (but
not limited to) any required insurance cover in respect of any loss or damage, of whatsoever kind or
howsoever caused, whether by reason of the negligence of the Seller or otherwise to premises, plant or
other physical property and the Seller shall have no liability in respect of any such loss or damage.


9. INDEMNITY – THIRD PARTY CLAIMS
The Purchaser shall indemnify and keep indemnified the Seller against all actions, claims, costs, damages,
demands and expenses or other loss arising out of a defect in the Goods (including without limitation all
liabilities incurred under the Consumer Protection Act 1987) to the extent occasioned or contributed to by
any act or omission of the Purchaser its servants, agents, sub-contractors or persons under its control.


10. FORCE MAJEURE AND EVENTS BEYOND THE CONTROL OF THE SELLER
a) The Seller shall have no liability in respect of any failure or delay in fulfilling any of the Seller’s obligations
to the extent that fulfilment thereof is prevented, frustrated, impeded and/or delayed as a consequence
of any force majeure and or any occurrence whatsoever beyond the control of the Seller including without
prejudice to the generality of the foregoing:-
i. Compliance with any order, regulation request or control of any national or local authority,
governmental department or other competent authority of any country whether or not legally
enforceable; or
ii. Any delays in, or cancellations of deliveries, or provision of services by third parties or shortages
of Goods, materials or parts; or
iii. Any strikes, lock-outs, or trade disputes whether involving the Seller’s employees or others, fire,
explosion, accident, calamity or civil disturbance, action of elements, national calamity, or Act of
God; or
iv. Failure in whole (or in part) of any power or energy supply.
b) The Seller undertakes however to make every reasonable endeavour within its power to overcome
difficulties arising in connection therewith, but in the event of shortages of the Goods, or of available
resources for their production, storage or delivery arising from any of the events or circumstances referred
to in paragraph (a) of this Condition, the Seller reserves the right to allocate as it may think fit its available
goods and resources between customers with whom it has contractual obligations in respect thereof and
shall not be obliged to purchase any goods from third parties to make good such shortages.


11. LETTERS PATENT
The Purchaser shall promptly inform the Seller of any threatened claim as to the alleged infringement of
letters patent, or other third party rights by or in connection with the Goods and shall, if so required by
the Seller at the Seller’s expense, take all reasonable steps to enable the Seller to defend any such claim.


12. CONFIDENTIAL INFORMATION
The Purchaser shall treat all drawings, procedures, instructions, documents and other information of any
kind whatsoever supplied by the Seller to the Purchaser as strictly confidential (except to the extent that
any such information is available in the public domain) and shall not without the prior written consent of
the Seller, disclose or part with possession of any such documents or information or extracts therefrom
or copies thereof or use any such documents or information otherwise than in connection with the Goods
to which they relate.


13. GOODS MANUFACTURED TO PURCHASER’S SPECIFICATION
a) The Seller accepts no responsibility for the accuracy of information, specifications, instructions and/or
drawings supplied by the Purchaser.
b) The Purchaser shall indemnify the Seller from and against all actions, costs (including without limitation
legal costs), proceedings and loss directly or indirectly arising out of any error in or omission from any
such information, specifications, drawings and/or instructions, or where it is alleged that they involve an
infringement of a patent, copyright, registered design or other exclusive right or the provisions of any
statute, statutory instrument or regulation.


14. HEALTH AND SAFETY
The Purchaser agrees to pay due regard to any information or advice relating to the use of the Goods
which the Seller may at any time furnish to it and agrees that before the Goods are used it will, if requested
by the Seller, furnish the Seller with a written undertaking to take any steps which the Seller may specify
with a view to ensuring that the Goods will be safe and without risk to health when used.


15. RETURNS AND AMENDMENT
a) Goods that develop genuine faults not caused by the actions of the Purchaser will be eligible for
a return.
b) To be eligible for a return, goods must remain in the same condition as when they were received
by the Purchaser. Goods must be in the original packaging and include all in box items.
c) Once goods are received by the Supplier, a full inspection will occur and notification shall be sent
to the Purchaser detailing the status of return. If the return is approved, the supplier shall initiate
a refund via the original method of payment. Credit shall be received within a certain amount of
days, depending on card issuer policies.
d) No return or amendment of order shall be binding on the Seller unless agreed in writing by a
director or other authorised person on behalf of the Seller and on the strict condition that all and
any costs and expenses incurred by the Seller up to the time of the cancellation or arising out of
the amendment and all loss of profits and other loss and damage resulting to the Seller by reason
of such cancellation or amendment will be reimbursed by the Purchaser to the Seller forthwith.


16. WAIVER
No waiver of any of the Seller’s rights shall be effective unless in writing signed by a Director or other
authorised person on behalf of the Seller. A waiver shall apply only to the specific circumstances in which
it is given and shall be without prejudice to the enforcement of the Seller’s right in relation to different
circumstances or the re-occurrence of similar circumstances.


17. ENGLISH LAW AND JURISDICTION
The formation, construction and performance of the sale shall be governed in all respects by English Law
and the Purchaser agrees to submit to the non-exclusive jurisdiction of the English Courts.


18. HEADINGS
Each of the Conditions and each paragraph hereof shall be construed as a separate condition. Should any
provision hereof be found to be invalid or unenforceable or an unreasonable restriction of the Seller’s
liability then such provision shall apply with such modification as may be necessary to make it valid and
effective.


19. NOTICES
Notice under these Conditions shall be properly given if in writing and sent by first class post, telex or
facsimile to the address of the intended recipient or to such address as the Purchaser and Seller from
time to time notified to each other as their respective addresses for service and shall be deemed served
in the case of postal notice on the expiry of 48 hours from time of posting, in the case of telex on the
recording of the “answer back” code on the senders machine and in the case of facsimile, on completion
of transmission by the sender.