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  2. Contact information.FOR CUSTOMER SERVICE, PLEASE TELEPHONE at 1-800-2244-8464 or VIA e-mail: estore.nam@vingcard.com. For LEGAL NOTICES and information concerning this agreement, please refer to clause 1. below.
  3. PURPOSE.You desire to purchase certain Hardware, physical credentials, parts or other hardware (collectively referred to herein as “products”) FROM ASSA ABLOY via ASSA ABLOY’s online self-service web store (“estore”) and ASSA ABLOY desires to sell such products to you via its estore. Accordingly, You and ASSA ABLOY hereby agree to the following terms and conditions governing the sale and provision of such products.


  1. Agreement:
    1. Scope of the Agreement. These Terms and Conditions (“Terms”) constitute an Agreement (“Agreement”) between ASSA ABLOY and the entity submitting an order for Products herein and apply to the ordering and delivery of orders to the company or organization you (“you” or “Customer”) represent. ASSA ABLOY and Customer may be referred to herein as Party or Parties. In the event of a conflict between a separate agreement and these Terms as it relates to the ordering of Products, the separate agreement shall govern.
    2. Entire Agreement. These Terms constitute the entire scope of the Agreement between ASSA ABLOY and Customer and overrides any verbal agreements, representations and warranties beyond those expressly described in this Agreement. This Agreement is expressly conditioned on your assent to the Terms, and any other terms and conditions, inclusive of any other agreements, are expressly rejected. In the event of any conflicting terms and conditions, these Terms shall prevail and supersede any other terms and conditions or agreements, unless such other agreements are in writing and signed by both Parties. No changes to these Terms are accepted and deemed valid and enforceable unless ASSA ABLOY and Customer mutually agree in writing and such writing is executed by both ASSA ABLOY and Customer.
    3. This Agreement and any related agreements, documents and notices shall be in the English language.
    4. Your copy. You should print a copy of the Terms or save them electronically for future reference.
  2. Registration and Password:
    1. Use of the eStore. Use of the ASSA ABLOY eStore for purchasing Products requires Customer to register on the eStore. Customer shall not receive access to the eStore and may not submit any order(s) before Customer has passed ASSA ABLOY´s Customer Acceptance Procedure. Customer Acceptance Procedure means ASSA ABLOY´s procedures as may be adopted by ASSA ABLOY in its sole discretion, from time to time, for proper due diligence and acceptance of Customer orders, which are designed for the purposes of compliance with laws and regulations, in particular in relation to export control, international sanctions, anti-bribery and corruption, and anti-money laundering. ASSA ABLOY may, as part of the Customer Acceptance Procedure, conduct credit checks on Customer. Acceptance of Customer order(s) is subject to Customer passing satisfactory credit checks and other acceptance procedures and due diligence.
    2. Responsibility for information provided. When Customer registers on the eStore, it is Customer’s obligation to provide the information as requested by ASSA ABLOY accurately. Customer shall inform ASSA ABLOY of any changes promptly by providing written notice to ASSA ABLOY. ASSA ABLOY is not liable for the accuracy, or lack thereof, of any information submitted to it by Customer. ASSA ABLOY reserves the right to refuse registration on any reason whatsoever.
    3. Responsibility for Password. When Customer registers on the eStore, Customer will be required to create a password. Customer understands and confirms that its password to the eStore shall be kept strictly confidential and Customer shall not disclose or share the password to any third parties. Customer alone is responsible for the use of its eStore access information, including but not limited to, its login email and password. Customer must inform ASSA ABLOY immediately if Customer has knowledge of, or reasonably suspects that a third party knows, or has access to, or is using Customer´s eStore access information. Customer will be solely liable to ASSA ABLOY for any damages, losses, costs or other expenses (including reasonable attorney´s fees) that arise directly and indirectly for any order(s) or other acts or omissions using Customer´s eStore access information.
  3. Placing an order and its acceptance:
    1. Placing an order. Follow the onscreen instructions to place an order. Each order is an official offer from you to buy the Products specified in the order and subject to the terms of this Agreement.
    2. Correcting typing errors. Our order process allows you to check and amend any errors before submitting your order to us. Confirm your order carefully before submitting it. You are solely responsible for ensuring that your order is complete and accurate.
    3. Acknowledging receipt of an order. After placing an order, ASSA ABLOY will provide you with an e-mail notification confirming receipt of such order(s). Please note that this does not mean that your order has been accepted. Acceptance of your order is described in the clause 4 below.
    4. Order Acceptance. An order is considered accepted when ASSA ABLOY sends an order confirmation to you via e-mail notification. The date of this order confirmation is considered as the effective order acceptance and your order(s) cannot be cancelled.
    5. If we cannot accept an order. If for any reason we cannot fulfill your order, we shall inform you promptly by e-mail notification and your order(s) will not be confirmed and processed. If you have submitted payment for the Products prior to rejection of your order(s), we will refund the full amount paid, including any delivery costs charged, within a commercially reasonable period.
  4. Products:
    1. The product images of the Products on our eStore are intended for illustration purposes only. Even though we have done our utmost to reflect the colours as accurately as possible, we cannot guarantee the Products’ colour exactly as depicted. The colour of the Products may vary from these images.
    2. The Products packaging may vary from that depicted on the images on our eStore.
    3. ASSA ABLOY reserves the right, in its sole discretion, to modify, update and/or upgrade, temporarily or permanently, the Products (or any part thereof), including but not limited to amending the Products specifications if required by any applicable legal or regulatory requirements.
    4. Products may contain embedded software and firmware (“Embedded Software”). ASSA ABLOY and its licensors retain all right, title and interest in the Embedded Software and associated documentation and proprietary information (“Documentation”) made available to Customer. ASSA ABLOY grants Customer a license to use the Embedded Software and Documentation with the Products. Customer use of the Products that contain Embedded Software are subject to the following restrictions and Customer shall not, and shall not cause or permit any third party to:
      1. share, resell, distribute, lend, lease, transfer, sublicense or otherwise make available or communicate, in any manner whatsoever, the Embedded Software or rights granted under these Terms to any third party ;
      2. alter or remove any trademark, copyright or other proprietary notice on or contained within the Products;
      3. modify, adapt, create derivative works from or translate any portion of the Embedded Software, or its associated Documentation,
      4. reverse engineer, modify, copy, decompile or disassemble the Embedded Software;
      5. sell, license, sublicense, lease, rent, or otherwise transfer or attempt to transfer rights to the Products to any third party;
      6. disable, interfere with or circumvent any aspect of the Products;
      7. use the Products in contravention of applicable legislation and regulations; or
      8. make of use the Products in any manner not stipulated within an applicable end user license agreement or the Documentation accompanying the Products.
    5. This Embedded Software together with the Products may be subject to a separate agreement and/or license. ASSA ABLOY will inform the customer of such agreement/license.
    6. Products-specific terms may apply to certain Products. ASSA ABLOY will inform the Customer of such product-specific terms.
    7. ASSA ABLOY has no obligation whatsoever, and is not liable, for any modification, replacement or support of discontinued Products.
  1. Shipping, delivery, transferring of risk and ownership:
    1. Transfer of ownership and title to the Products to the Customer occurs when ASSA ABLOY has received full payment prior to the shipping of such Products. ASSA ABLOY reserves the right to make deliveries in installments over an agreed period of time, of an order, upon mutual acceptance, to meet the specifications of an agreement. The terms of delivery and shipment will be included in our order confirmation in accordance with clause 4 above. Sometimes a shipment and/or delivery may be affected by a Force Majeure occurrence. See clause 17 below (Delays and Force Majeure) for information on our responsibilities when this happens.
    2. If the Customer does not pay for the shipment ad/or delivery from ASSA ABLOY, the remaining purchase price owed by the Customer as reflected in the order, is still due and payable in accordance with the original payment schedule and all the risks associated with the Products to be delivered, shall be solely borne by the Customer. All shipping and storage costs incurred by ASSA ABLOY due to Customer’s delay or failure to accept delivery, shall be paid in full by the Customer. The Customer is responsible for providing a safe and secure storage area for the Products at all times.
    3. ASSA ABLOY is not liable for a non-delivery caused by a Force Majeure incident or because of insufficient shipping and delivery instructions.
  2. Compliance:
    1. Each Party shall comply with all applicable laws, rules and regulations and shall obtain all permits, licenses, authorizations and/or certificates that may be required in any applicable jurisdiction. The Customer must adhere to all applicable laws and rules of the country and state where the Product(s) is intended to be used. ASSA ABLOY is not liable for violations of law by the Customer.
    2. The Products (including Embedded Software) and Documentation may be subject to export laws and regulations of the European Union, the United States, the United Kingdom and other jurisdictions. The Customer agrees to comply strictly with all applicable export laws and regulations. Sanctioned countries are set forth in the current export regulations and may be subject to change without warning after which the Customer must comply to the list as it actually exists. The Customer certifies, represents, warrants and undertakes that the neither Customer nor any end-user targeted under the sanctions or export controls of the United Nations, the United States, the United Kingdom, 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, Her Majesty´s Treasury´s list or on any list maintained by the United Nations, the European Union or other relevant government
    3. Customer agrees that it shall notify ASSA ABLOY of any legal requirements that may be applicable to the transaction when you are placing the order to permit ASSA ABLOY ensure compliance. Should those requirements change, or if you become aware of a violation of law, you must notify ASSA ABLOY immediately. ASSA ABLOY reserves its right to terminate this Agreement immediately upon learning of any violation of this Clause 9.
  3. Price of Products, delivery charges and fees:
    1. The cost for the Products will be in accordance with the prices indicated on our eStore at the time you submit your order(s). We take all reasonable precautions to ensure the Products prices are accurate and current at the time of ordering. See clause 5. for what happens if we discover an error in the Products price you have ordered.
    2. Products prices may change from time to time at our sole discretion, but any changes will not affect an order you have already submitted.
    3. The prices do not include (so the Customer must consequently pay all) national, governmental, local or international taxes related to property, licenses, privileges, sales, use, fees, gross receipts, VAT, valuations, expenditure, withholding tax or other similar fees related to the sale of, delivery of, receipt of, payment for, or use of Products (fees). If the fees rates change between the date of order and the date of delivery, we will adjust the fees to be paid, unless you have already paid for the Products in full before the change in fees takes effect.
    4. The price of the Products does not include delivery costs. Delivery costs will be calculated during the check out process, before you confirm your order.
    5. We sell a large number of items through our eStore. It is always possible that, despite our reasonable efforts, some of the items on our eStore may be incorrectly priced. We will normally check prices as part of our order confirmation and dispatch procedures so that:
      1. where the Products’s accurate price is lower than the price as stated on our eStore, we will charge the lower amount when we confirm your order and prior to shipping the Products to you; and
      2. where the Products’s accurate price is higher than the price as stated on our eStore, we will contact you as soon as possible to inform you of this error and give you the option to complete the purchase of the Products at the accurate price or to cancel the order. We will not process your order before we have received 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 erroneously accept and process your order where there is an obvious and unmistakable price error that could reasonably have been recognized by you as a price error, we have the right to cancel the order and refund the previously paid amount.
  1. Payment information:
    1. Payments in general. The payment terms for Products and all applicable shipping and delivery charges are to be paid by Customer in advance of shipping and delivery, unless other payment terms have been mutually agreed upon in writing.
    2. No set-off. The Customer agrees to pay ASSA ABLOY the balance of fees and expenses within the due date of payment which is specified in the Agreement, without set-off or counterclaims. Subject to Clause 11 above, all payments are non-refundable.
    3. Late payments; standard interest. If you do not settle the amount due to ASSA ABLOY, in accordance with the Agreement’s due date of payment, we can, without limiting our other statutory or proprietary remedies:
      1. Block and/or reject all orders; and/or
      2. charge you a standard interest rate which shall accrue daily (pre and post- judgement) with a maximum annual rate of 18%, from and including the due date of payment, until the final payment of the due amount, regardless of whether it occurs pre or post- judgement. The Customer shall be solely responsible for all costs and expenses (including attorney’s fees and legal costs) that ASSA ABLOY incurs in connection with overdue balances.
  1. Warranties:
    1. Subject to the Terms and limitations of liability set forth in this Agreement, ASSA ABLOY warrants that the Products will be free from material defects and workmanship and will comply with the current specifications which are applicable from and including the date of production for a period of one (1) year from the date of shipment. The warranty does not apply to:
      1. Normal wear and tear;
      2. consumable parts, such as batteries or protective coatings which are designed in such a way that their functionality decreases over time, unless a defect has occurred due to a defect in materials or workmanship. The Customer is, in accordance with the agreement, solely responsible for ensuring that the batteries powering the Products are correctly installed and replaced on time;
      3. cosmetic damage, unless defects have occurred due to defects in materials or workmanship;
      4. damage caused by use with a third party component or product;
      5. damage caused by accident, abuse, misuse, fire, fluid contact, earthquake or other external cause; or
      6. damage caused by service (including upgrades and extensions) performed by an entity or individual who has not been authorized by ASSA ABLOY or is not an authorized technician approved by ASSA ABLOY. All Products must be installed by persons that have been trained to install the Products or all warranties will be voided.
    2. Subject to clause 1., and other terms and limitations of liability set forth in this Agreement, the abovementioned warranties apply only if:
      1. You give ASSA ABLOY notice in writing promptly after the discovery, and no later than the expiration date of the warranty period, stating that some or all of the Products does not meet the warranty requirements described in clause 1. and describing in reasonable detail the specific defect or non-conformity;
      2. we are given a reasonable opportunity to examine the Products; and
      3. if we ask you to do so, you return the Products to us at your own expense;
      4. we will, after examination and inspection,; repair, replace or offer an affordable solution for the defective and/or non-conforming part of the Products or refund the price of the defective Products in full. No refund will be given for Products which is returned in an incomplete or damaged condition. ASSA ABLOY is not required to perform warranty repairs of the Products at a specific location. The Customer will be responsible for disassembling and reinstalling all parts or component of the Products that is returned to ASSA ABLOY for repair covered by the warranty. The Customer will be solely responsible for all risk associated with loss during shipment of Products and Products returned to ASSA ABLOY. The Customer is responsible for insuring the Products to be returned to ASSA ABLOY.
    3. We are not liable for breaches of the warranty stated in clause 1. if:
      1. you continue to use the Products after giving us notice under clause 2.; or
      2. the defect or non conformity arises as a result of ASSA ABLOY delivering Products or Embedded Software in accordance with a drawing, design or specifications that you have provided to us; or
      3. the defect or non conformity arises from use of the Products for purposes other than those specified in the Products specifications or otherwise in relation to the intended use; or
      4. you modify, upgrade or repair the Products, or combine or create an interface between the Products and other products (including components) or Software not authorized by ASSA ABLOY; or
      5. the damage or defect in the Products occurs as a result of excessive wear, intentional damage, negligence or abnormal storage, or working conditions; or
      6. the Products differs from the description or the specifications as a result of changes made to ensure that applicable legal requirements.
    4. With the exception of the limited warranty stated in clause 1. above, ASSA ABLOY will, to the maximum extent permitted by law, expressly disclaim all other warranties, express or implied, including but not limited to, the implied warranties related to merchantability, suitability for a particular purpose and non-infringement. ASSA ABLOY does not warrant that the features will meet all of the Customer’s requirements or that the service of the Products will be uninterrupted, error-free or without downtime.
    5. This Agreement also applies for the repair or replacement of parts supplied by ASSA ABLOY to the Customer.
  1. Our liability: your attention is particularly drawn to THIS CLAUSE:
    1. References to liability in this clause include any form of liability that arises under or in connection with the Agreement, including, but not limited to, liability related to contract, strict liability, tort (including negligence), misrepresentation, restitution or otherwise.
    2. We only supply Products intended for the Customer’s internal use and the Customer agrees that the Products will not be used for resale purposes, unless we have authorized you as an ASSA ABLOY reseller in accordance with the terms in a separate, written reseller or distribution agreement.
    3. Nothing in this Agreement limits or excludes our liability for:
      1. death or personal injury caused by our negligence; or
      2. fraud or fraudulent misrepresentation; or
      3. any other liability that cannot be limited or excluded by law.
    4. Subject to clause 3, in no event shall ASSA ABLOY or ASSA ABLOY’s affiliates, associated companies or third party licensors or their respective directors, managers, employees or agents, be liable to the Customer with respect to loss of profit or income, delay expenses, business interruption, lack of ability to use the Products or any software or facility, loss of data or information, disturbance to productivity, interest charges, costs related to replacement Products, software, services, purchase expenses, replacement of power sources, downtime costs, damage to property or personal injuries or for any incidental, special, exemplary, indirect, consequential or criminal damages arising as a result of or in connection with the use of or performance of the Products. Independent of whether such a claim is based on breach of warranty, breach of contract, tort (including negligence or objective liability) or in any other way, even if ASSA ABLOY or an authorized representative has been informed of the possibility that such damages exist, under no circumstances will ASSA ABLOY’s total liability for damages or losses (independent of whether these appear as a result of an incident or a series of events) exceed the amount of Customer’s applicable order.
    5. Subject to clause 3, our total liability to you, for all losses incurred during or in connection with the Agreement, shall under no circumstances shall exceed the price of the Products that is bought or sold under the Agreement.
    6. Except as expressly stated in this Agreement, we do not give any other warranties, warranty claims or obligations to you in relation to the Products. Any representation, condition or warranty that may be implied or incorporated in the Agreement as a result of laws or customary law or otherwise, is excluded in accordance with the full extent of the law. ASSA ABLOY is not responsible for ensuring the Products is suitable for the Customer’s intended purpose.
  1. Third Party IPR Claims.
    1. In the event that the Products is subject to a claim from a third party that it infringes a third party’s copyright, a patent or other intellectual property right, or if we accept that such a third party claim can be raised, we will, at our own choice and at our own expense, be entitled to:
      1. Obtain a license for your continued use of the Products; or
      2. Replace the Products with similar Products.
    1. This clause 14 describes ASSA ABLOY’s sole responsibility, as well as the Customer’s sole and exclusive requirements with respect to any third party claim concerning intellectual property.
  1. Indemnity:
    1. The Customer shall keep ASSA ABLOY, as well as our affiliates, managers, directors, third party licensors and staff, indemnified from and against all claims, damages, losses, costs or other expenses (including reasonable attorneys’ fees) which arise as a direct or indirect result of:
      1. Changes or modifications of the Products or Embedded Software performed by or on behalf of the Customer; or
      2. Combinations in the use of the Products or Embedded Software, with services or materials not provided by ASSA ABLOY, in cases where the infringement would not have happened if the Customer’s combination of such Products, services or materials took place; or
      3. The Customer’s intentional neglect or unauthorized use of the Products or Embedded Software; or
      4. The Customer’s breach of third party rights, including, but not limited to privacy data protection rights.
  1. Termination:
    1. ASSA ABLOY may stop the shipment and delivery of Products or terminate the Agreement, by written notice, in situations where:
      1. the Customer fails to make any payment that is required within ten (10) days of receiving a written notice that such payment is due, provided that such failure is not related to a bona fide dispute between the Parties; or
      2. the Customer breaches any of the obligations under the Agreement and has received a written notice of such breach and has not corrected the breach within thirty (30) days of the date of the notice; or
      3. the Customer commences bankruptcy proceedings, conducts a settlement with your creditors, becomes subject to appointment of an administrator or subject for other similar procedures or other proceedings that have the same or similar effects or if the other party can be reasonably deemed to be insolvent.
    2. The Customer can terminate the Agreement by written notice in cases where ASSA ABLOY is in material breach of its obligations under the Agreement, and where ASSA ABLOY has been provided with written notice of such breach and has not corrected the breach within thirty (30) days of the date of the notice.
    3. Termination of the Agreement shall not affect the Customer’s or ASSA ABLOY’s rights and remedies that have accrued at the point of termination.
    4. Any provision of the Agreement that expressly or by implication is intended to come into force or continue to be in force on or after termination of the Agreement, shall remain in full force and effect.
  1. Delays and Force Majeure:
    1. The Customer agrees that ASSA ABLOY may in no way be deemed liable for delays related to the shipment or delivery of an order.
    2. Force Majeure. ASSA ABLOY is not liable and may not be held liable for non-fulfilment of or delay in the execution of, any of our obligations under the Agreement that are caused by acts or events beyond our reasonable control, including but not limited to strike, lock-out or other labour disturbances or events related to fire, flood, war, trade blockade, riot, epidemic, pandemic, governmental interference, delays or lack of transport or inability to obtain necessary labour, materials or facilities from normal sources or as a result of deficiencies or delays in the performance of ASSA ABLOY’s obligations or suppliers if the delays are caused by any of the circumstances mentioned above (“Force Majeure”).
    3. In cases where Force Majeure affects the fulfilment of our obligations under the Agreement:
      1. ASSA ABLOY will contact the Customer as soon as possible to notify Customer of the Force Majeure event; and
      2. ASSA ABLOY’s obligations under the Agreement will be suspended and the time given for the fulfilment of our obligations will be extended for the duration of the Force Majeure event. Where the Force Majeure event affects the shipment and delivery of Products to the Customer, we will agree a new estimated shipment and delivery date in writing with the Customer after the Force Majeure event is over.
    4. The Customer can terminate the Agreement if it is affected by a Force Majeure event of a duration for more than 90 consecutive days. To terminate the Agreement, please contact ASSA ABLOY. If the Customer chooses to terminate the Agreement, you must return (at our expense) previously received Products and we will refund the total amount paid, including any delivery fees.
  1. Communication:
    1. Notices concerning the Agreement shall be in writing and shall be sent or delivered by registered or express mail or hand delivery, where the correct postage and/or other fees must be paid and addressed or directed to the respective Parties and their respective addresses. A notice and/or other communication is deemed to have been received:
      1. if delivered personally, upon signature of a delivery receipt; or
      2. if sent by prepaid express mail or other delivery service that delivers next working day, at 9:00 am in the country where ASSA ABLOY is incorporated on the second working day after the communication was posted.
    2. To prove that the communication was sent correctly on time, it will be sufficient, as in the case of a letter, that such letter was correctly addressed, stamped and sent by post.
    3. The provisions of this clause shall not apply to the notification of proceedings or other documents related to any kind of legal proceedings.
  1. Confidentiality:
    1. The Customer agrees to keep the following confidential and protected: ASSA ABLOY’s prices, performance, product catalogues and other technical, business related, promotional and product development related plans, Documentation, forecasts, strategies and any other information that is made available for the Customer through the eStore or which is otherwise disclosed by ASSA ABLOY during compliance of the Agreement (“Confidential Information”). The Terms and Conditions in the Agreement shall be treated as Confidential Information.
    2. The Customer agrees to keep and protect Confidential Information by applying the same level of caution which the Customer exercises with respect to its own information of like importance but under no circumstances a lower level than what is considered a reasonable level and the Customer agrees to only use the Confidential Information for the purposes defined in the Agreement. With the exception of what is expressly stated in the Agreement, Confidential Information can only be disclosed to the Customer’s employees or contractors, who are obligated to the Customer under similar confidentiality restrictions and only for the purposes for which the Confidential Information was presented. These obligations do not apply to information which:
      1. is rightfully obtained by the Customer without breach of any obligation related to maintaining confidentiality; or
      2. is or becomes publicly known through a process that does not involve the Customer in any way; or
      3. the Customer develops independently without using Confidential Information from ASSA ABLOY; or
      4. only to the extent and for the purpose of disclosing such Confidential Information in response to a valid court or court order and if the Customer has given ASSA ABLOY advance notice of this, as well as offering reasonable help to establish the possibility of opposing or receiving an appropriate protective order.
    3. Due to the unique nature of the Confidential Information, the Customer agrees that ASSA ABLOY may suffer irreparable damage in the event that the Customer does not comply with its confidentiality obligations under the Agreement and that financial compensation will be insufficient to compensate ASSA ABLOY for such breach of confidentiality. Consequently, the Customer agrees, notwithstanding clause 7., that ASSA ABLOY, in addition to other remedies made available by law or in private law, will have the right to seek injunction from any court of competent jurisdiction to enforce the consequences of breaches of such confidentiality obligations.
  1. General Provisions:
    1. Assignment and Transfer. ASSA ABLOY may assign the Agreement:
      1. to a successor (or equivalent) of all or virtually all relevant assets, either by sale, merger or otherwise; or
      2. ASSA ABLOY may assign the contract to one of its affiliates; and
      3. ASSA ABLOY may use subcontractors for the performance of its obligations with respect to the Agreement. Any attempt to assign the Agreement to anyone who violates the provisions of this clause 1, will invalidate the process. The Customer can only assign or transfer the rights and their obligations right according to the Agreement to another party if the ASSA ABLOY and Customer agree in writing.
    2. Waiver. No Terms in this Agreement shall be construed as waived and no breach shall be deemed consented to or excused, unless such disclaimer, consent or excuse is communicated in writing and signed by the Party who claims to have waived or consented. Should one of the parties consent, waive or excuse the other party’s breach, this shall not constitute a consent to waiver of or excuse of any other subsequent breach, whether or not it is of the same nature as the original breach. Notwithstanding the foregoing, provisions concerning complaints and limitation periods, as in clause 2. above, shall be applicable.
    3. If a provision of the Agreement is ruled by a court of a competent jurisdiction to be wholly or partially invalid or to be found to be in breach of any applicable law or regulation, the overall validity of the Agreement will not be affected and the remaining provisions shall remain in full power and effect. To the extent that such invalidity significantly affects a Party’s benefit of or performance under the Agreement, the provision(s) shall be amended within reason.
    4. Terms and Conditions which by their nature extend beyond the terms of the Agreement, shall apply beyond the termination of the Agreement, as well as the Customer’s obligations to pay fees or charges that are to be paid at the time of expiration or termination or which become due and are to be paid, shall apply beyond the termination of the Agreement.
    5. Entire Agreement. This Agreement is comprehensive between the Parties with respect to what the Agreement applies to and merges and replaces all previous communication, understanding and agreements, written or verbal, after which no changes take effect without a written agreement signed by both parties. Each Party acknowledges that they have no claim related to innocent or negligent misrepresentation based on any statement in this Agreement.
    6. Third party rights. This Agreement gives no rights to any person or Party (except the Parties to whom this Agreement applies and, where applicable, their successors and authorized persons for further assignment). No other person than the Party itself has the right to enforce any of the terms applicable to the party.
    7. Governing law and jurisdiction. This Agreement is subject to the substantive laws of the State of New York, United States, without giving effect to its provisions of choice of law. The United Nations Convention on Contracts for the International Sales of Goods will not apply to this Agreement. Each Party irrevocably agrees to submit all disputes arising out of or in connection with this Agreement to the exclusive jurisdiction of the courts located within Dallas County, Texas, , and the parties hereby agree to the personal jurisdiction of such courts, waiving any objections thereto.


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