Sales and Delivery Terms - Kaba AG Safes + Vaults 

1. General Data
1.1 Upon receipt of the written order confirmation from the purchaser, a binding agreement is concluded. Offers which contain no period of acceptance are not binding.
1.2 The sales and delivery conditions are binding when they are referred to in the offer or in the order confirmation. Differently phrased conditions of the purchaser are only valid as long as they have been accepted in writing by Kaba.
2. Scope of Deliveries and Services
The deliveries and services of Kaba, including possible appendixes to these, are listed in the order confirmation and are definitive.
3. Plans and Technical Documents
3.1 Prospectuses and catalogs are not binding unless another agreement exists. Data in technical documents is only binding in so far as it has been guaranteed explicitly and in writing.
3.2 Each contracting party reserves all rights to plans and technical documents which have been handed over to the other party. The receiving contracting party recognizes these rights and will not without the prior written authorization of the other contracting party make available to third parties the documents in whole or in parts or to use them for purposes other than for those which they were handed over for.
4. PricesKaba reserves the right to a price adjustment in the event that between the time of the offer and the contractual completion, wage rates or material costs change. In this event the price adjustment is carried out according to the ASM price index. An appropriate price adjustment also ensues when the delivery is later delayed due to one of the reasons mentioned in subparagraph 7.2, or the documents delivered by the purchaser do not correspond to the actual conditions or are not complete.
5. Terms of Payment
5.1 Payments are to be made to the Kaba paying agent without deduction of expenses, taxes, duties, fees, customs duties and the like. The amount has to be paid as per the in the offer defined payments agreement.
5.2 Should the purchaser not keep to the agreed upon day of payment, he will receive no reminder and must pay, from the time of the agreed upon due date, interest which amounts to 4 % over the current lending rate of the Swiss National Bank at that time. The right to compensation for further damages remains reserved.
6. Retention of Title
6.1 Kaba remains the owner of all its deliveries until payment is received in full according to the contract.
6.2 The purchaser will store the delivered articles at his cost for the duration of the retention of title and, on behalf of Kaba, insure against theft, breakage, fire, water and other risks. He will in addition take all measures to ensure that the property right of Kaba is neither infringed upon or revoked.
7. Term of Delivery
7.1 The delivery period begins as soon as the contract has been concluded, all administrative conditions, including payments  and if necessary, guarantees resulting from the placement of an order,  have been fulfilled, as well as important technical details have been settled. The delivery period is met when the notice of ready for dispatch is sent to the purchaser before its expiration.
7.2 The Term of Delivery is appropriately extended:
* When Kaba is not sent the data necessary for the completion of the contract in good time, or when it has later been altered by the purchaser, causing a delay in delivery or services.
* When impediments arise which Kaba, despite the application of due care, cannot prevent, regardless of whether they arise at Kaba, at the purchaser's or at a third party. Such impediments include, for example, serious operating trouble, accidents, labor disputes, delayed or faulty supply of the necessary raw materials, semi-finished products, natural phenomenon or other instances of Acts of God.
* When the purchaser or third party is behind with the execution of his work or is delayed with the fulfillment of his contractual duties, in particular when the purchaser does not abide by the payment conditions.
7.3 The purchaser is entitled to assert a claim for damages for delayed deliveries caused by a delay in so far as the delay is proven to have been the fault of Kaba and the purchaser can prove that the damage resulted from this delay.
No claim for damages for delay may be made in the first 2 weeks of delay.
7.4 As a result of a delay of deliveries or services, the purchaser has no rights or claims apart from those explicitly mentioned in paragraph 7. This restriction is not valid for willful deception or gross negligence by Kaba and its assistants.
8. Transfer of Service and Risk
8.1 Benefit and risk pass over to the purchaser at the latest with the handing over for delivery from the factory, even when free of charge delivery has been agreed upon.
8.2 If the delivery is delayed at the customer's request or due to other reasons for which Kaba is not responsible, the risk is passed over to the purchaser at the originally planned date of the handing over for delivery from the factory. From this date on the delivery will be stored and insured at the expense and risk of the purchaser.
9. Software and Know-how
The customer may make use of the software, know-how, data medium and documentation left behind to a specified extent for himself, but not pass it on to a third party. Ownership of the right to further applications remains solely with Kaba or its licenser.
Any extension or change to the software by the customer requires the explicit consent of Kaba. The customer must affix all modifications and copies with the same protective copyright label as on the original.
10. Inspection and Receiving
10.1 The purchaser must examine the deliveries and services within a reasonable period of time and immediately inform Kaba in writing of any possible defects. Failure to do so indicates the deliveries and services are regarded as approved. Damages in transit are to also be reported to the shipping agent.
10.2 The carrying out of a quality inspection as well as the stipulation of the terms in force require a special agreement.
10.3 As a result of defects of any kind in the deliveries or services, the purchaser has no rights or claims apart from those explicitly mentioned in paragraphs 10 and 11.
11. Guarantee, Notice of Defect and Warranty of Fitness
11.1 The guarantee amounts to 12 months and begins with the dispatch of the delivery of system components or the announcement of ready for dispatch by Kaba.  Should the delivery be delayed for reasons which Kaba is not liable for, the guarantee ends at the latest 18 months after notification of ready for dispatch.
For replaced or repaired parts the guarantee goes into effect once again and is valid for 6 months from the time of the replacement or the completion of repairs until the expiration of a period which at most amounts to twice as long as the guarantee according to the foregoing paragraph.
The guarantee includes the replacement of defective parts but not travel, working hours, and displacement costs (can be insured against through a maintenance contract).
The right to guarantee expires prematurely when the purchaser or third party makes careless alterations or repairs or when the purchaser, in the case of a defect, does not take the appropriate measures to minimize the losses and give Kaba the opportunity to remedy the fault.
11.2 Kaba binds itself, upon the written request of the purchaser, to repair or replace at his option and as fast as possible, all parts of the Kaba deliveries which can be proven to be faulty or useless as a result of unsuitable materials, defective construction or faulty handling until the expiration of the guarantee. Replaced parts are the property of Kaba.
11.3 Excluded from the guarantee and liability are damages which are not proven to have resulted from poor materials, defective construction or faulty handling, e.g. resulting from fair wear and tear, faulty maintenance, disregard of operating instructions, excessive stress, unsuitable facilities, chemical or electronic influences, construction or installation work not carried out by Kaba, as well as resulting from other causes which Kaba is not liable for. Acts of God are also excluded from the guarantee and liability.
11.4 For deliveries and services of subcontractors ordered by the purchaser, Kaba accepts responsibility only within the framework of the obligations of the guarantee of the subcontractors concerned.
11.5 For faults in material, construction or handling as well as the absence of fitness for purpose, the purchaser has no rights or claims apart from those explicitly mentioned in subparagraphs 11.1 and 11.3.
11.6 For claims by the purchaser due to faulty advice and the like or due to breach of accessory obligations, Kaba is liable only in the case of willful deception or gross negligence.
12. Exemption from Further Liabilities of Kaba
12.1 All cases of contract violations and there legal consequences as well as all claims of the purchaser, regardless of on what legal grounds they were raised, are definitively settled with this standard-form sales and delivery conditions. In particular, all claims for damages, depreciation, cancellation or repudiation of the contract which are not explicitly named in the contract are excluded. Under no circumstances do a purchaser's claims exist for compensation or damages for items not delivered, loss of use, loss of orders, lost profit or for other direct or indirect damages. This exemption of liability is not valid for willful deception or gross negligence by Kaba and its assistants.
13. Installation
Should Kaba also take on the installation or installation supervision, the general installation conditions of the Swiss Association of Machinery Manufacturers (VSM) apply.
14. Jurisdiction and Governing Law
The legal relationship is subject to Swiss Law. Sole jurisdiction is Rümlang. Kaba, however, has the right to take legal action against the purchaser at his domicile.

Subject to alterations.

Rümlang, July 2007