CENTRIOS FREIGHT TERMS AND CONDITIONS - US

EXPORT CONTROL AND SANCTIONS

1.1 The Customer represents and warrants to ASSA ABLOY CENTRIOS that it will always act in compliance with

Economic Sanctions and Export Control Laws, and that:

a) neither the Customer, its affiliates, or any of their respective directors, officers, employees nor, so far as the

Customer is aware, any agents or other persons acting on behalf of any of the foregoing:

I. is, or has been, a Listed Person;

II. has engaged in any business dealings or activities that would reasonably be expected to result in it

becoming a Listed Person;

III. directly or indirectly, has conducted or is conducting any business dealings or activities with or for the

benefit of, or is otherwise involved in any business with a Listed Person, or otherwise acting in violation of

Economic Sanctions and Export Control Laws;

IV. has engaged or is engaging in any transaction that circumvents, evades or avoids, or has the purpose or

effect of circumventing, evading or avoiding, or attempts to violate, any Economic Sanctions and Export

Control Laws; or

V. is, or has been, in violation of, or subject to, any investigation or enquiry by, or on behalf of, any

governmental or other regulatory body relating to Economic Sanctions and Export Control Laws.

b) the Customer shall act in compliance with Economic Sanctions and Export Control Laws, and shall not sell nor

re-export the Product without all requisite licenses and approvals under Economic Sanctions and Export Control Laws;

c) the Customer shall not sell, export or re-export, the Product, directly or indirectly, to the Russian Federation or

Belarus or for use in the Russian Federation or Belarus (whether or not permitted under Economic Sanctions

and Export Control Laws applicable to the Customer);

d) the Customer shall undertake its best efforts to ensure that the purpose of this Clause is not frustrated by any

third parties further down the commercial chain, including by possible resellers;

e) the Customer agrees to (i) cascade the contractual obligations set forth in this Section 1.1. in contracts with

third parties, including possible resellers, further down the commercial chain.; and (ii) set up and maintain an

adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain,

including by possible resellers, that would frustrate the purpose of this Section 1.1;

f) the representations and warranties set forth in this Section 1.1 above shall always remain true and correct;

g) the Customer will provide written notice to ASSA ABLOY CENTRIOS as promptly as possible and in any event

within five business days, if (i) any representation or warranty should cease to be true at any time., or (ii) the

Customer should encounter any problems in applying paragraphs b)- e) in this Section 1.1 above, including any

relevant activities by third parties that could frustrate the purpose of said paragraphs b)- e); and

h) the Customer will not engage in any transaction for Military End-Use unless explicitly approved in writing by

ASSA ABLOY CENTRIOS.

i) The Customer will provide all information relating to requests for Products that the Customer suspects could

violate or circumvent Economic Sanctions and Export Control Laws, including requests from or on behalf of

a Listed Person, and other attempts to acquire ASSA ABLOY CENTRIOS products in violation of Economic

Sanctions and Export Control Laws. The Customer will, to the best of its abilities, cooperate with ASSA ABLOY

CENTRIOS to facilitate compliance with Economic Sanctions and Export Control Laws and will upon ASSA

ABLOY CENTRIOS’s request provide ASSA ABLOY CENTRIOS with true, complete and correct copies of all

documentation relating to any business dealings involving the Product, including but not limited to, end-user

certifications, information concerning compliance with the obligations under above paragraphs b)- e) in this

Section 1.1, and other information as may be required by ASSA ABLOY CENTRIOS within two weeks of the

simple request of such information.

 

1.2 ASSA ABLOY CENTRIOS shall not be obliged to make any payment or take any other action if ASSA ABLOY

CENTRIOS believes in good faith that such action may constitute a violation, contribute to a violation, or constitute a

circumvention of any Economic Sanctions and Export Control Laws.

1.3 This agreement may be terminated immediately by ASSA ABLOY CENTRIOS by written notice to the Customer if:

(a) the Customer fails to provide any notice required under this Section 1.1 above, or should ASSA ABLOY

CENTRIOS determine, in its sole discretion, that any representation or warranty set forth in Section 1.1 above

has failed to be true and correct at any time;

(b) the Customer has misrepresented or failed to properly disclose any material fact, or to provide any

documentation, certifications or information requested by ASSA ABLOY CENTRIOS; or,

(c) either party’s ability to fulfil an obligation under this agreement is materially affected by the imposition of

restrictions in Economic Sanctions and Export Control Laws.

1.4 Upon any such termination, this agreement and all rights and obligations hereunder shall immediately terminate,

provided that the Customer shall remain liable to ASSA ABLOY CENTRIOS for any breach of its obligations

hereunder.

1.5 The Customer shall indemnify ASSA ABLOY CENTRIOS and its affiliates, directors, officers, employees,

advisors, agents and holders of its equity interests (collectively, “Indemnitees”) against, and shall hold each

Indemnitee harmless from, any and all third party claims, damages and liabilities, including the reasonable fees,

charges and disbursements of counsel, incurred by or asserted against any Indemnitee arising out of, in connection

with, or as a result of (a) any representation or warranty set forth in Section 1.1 above not being true and correct

when made, (b) any breach by the Supplier of any obligation under Section 1.1 or 1.2 above, or (c) any claim,

litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other

theory. This indemnity shall survive the termination of this agreement indefinitely.

For the purposes of this part of the agreement under the heading “Export Control and Sanctions”,

“Economic Sanctions and Export Control Laws” means all economic sanctions and export control laws,

regulations, rules or restrictive measures, including but not limited to import and export restrictions on materials,

intellectual property, other intangible personal property, services, items and transactions, adopted and enforced

by governmental authorities of Canada, the EU, UK, UN, USA or any other relevant governmental or regulatory

authority, applicable to the ASSA ABLOY CENTRIOS or the Customer.

“Listed Person” means individuals and entities listed, or parties that are determined to be owned or controlled by

one or more individuals or entities listed, in Economic Sanctions and Export Control Laws.

Compliance with Anti-Trust, Anti-Corruption and Data Privacy Laws:

The Customer, its directors, officers, and employees shall perform their obligations under these Terms and

Conditions in full compliance with the ASSA ABLOY Code of Conduct which is accessible online at:

Our Code of Conduct for business partners | ASSA ABLOY

Click this Link to Export Control and Sanctions for Canada

FREIGHT TERMS

All Purchase Orders received with a minimum value of $3,500 will qualify automatically for free standard freight within the continental United States.

This minimum amount applies per Purchase Order to qualify and does not include free expedited freight. Qualified orders may ship partial or ship complete at your preference. Qualified orders that ship partial will not incur freight charges. All shipments that do not qualify for free freight will be charged for freight based upon our terms in effect at the time of shipment.

Customers may provide their own carrier account number for expedited freight methods or for any Purchase Order to be used to cover freight costs.

Minimum amounts are subject to change without notice. Returns

There will be a 35% restocking fee for all returned product. For a return/ restock, product must be in original, unmarked, undamaged, and re-sellable cartons, be valued in excess of

$250.00 net, have shipped and been invoiced within the past 120 days, not be custom, non- catalogued, or master keyed.

All orders sent back for restocking must be approved and are subject to inspection upon

receipt. Restocking fees will be deducted from the value of the credit following inspection.

RETURNS

There will be a 35% restocking fee for all returned product. For a return/restock, product must be in original, unmarked, undamaged, and re-sellable cartons, be valued in excess of $250.00 net, have shipped and been invoiced within the past 120 days, not be custom, non-cataloged, or master keyed.

All orders sent back for restocking must be approved and are subject to inspection upon receipt. Restocking fees will be deducted from the value of the credit following inspection.