A2S - GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY, LAST UPDATED: APRIL 2014

GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY (HEREINAFTER: GTCSD) FOR A2S Furnishing Systems

I. AREA OF APPLICABILITY

  1. These GTCSD shall exclusively apply to the entire business relationship existing between A2S and the purchaser. Subject to any alterations, these GTCSD shall also apply to any future business relationships between A2S and the purchaser without the need for a renewal of their inclusion. 
    Differing conditions of sale or other general terms and conditions of business originating from the purchaser are expressly rejected. These GTCSD shall also apply exclusively if A2S is aware of conflicting or differing business relationships on the part of the purchaser and carries out a delivery to the latter without retention of title
  2. If a framework agreement exists between the purchaser and A2S, these GTCSD shall apply to both the framework agreement and the individual order.
  3. These GTCSD shall not apply to consumers as defined by section 13 of the German Civil Code (BGB).

II. CONCLUSION OF CONTRACTS

  1. Unless the circumstances indicate otherwise, any offer from A2S is non-binding and merely represents an invitation to the purchaser to submit specific and definitive contractual offers to A2S (invitatio ad offerendum). If A2S makes drawings or other technical documents relating to a technical item offered for sale, these shall remain the property of A2S.
  2. A2S shall be entitled to accept contractual offers from the purchaser, e.g. in the form of orders, within 14 days. The purchaser shall be bound by his contractual statement of intent during this period.
  3. Unless expressly and specifically agreed otherwise in writing, the currently valid form of the following shall additionally apply to the contents of the agreement in the following order: the specifications in the written offer, the specifications for tenders, these GTCSD, Part B of the German Contracting Terms and Conditions for Construction Services (VOB/B), Parts A and B of the German Contracting Terms and Conditions for Services (VOL/A und VOL/B) and the provisions of the German Civil Code.

III. DELIVERY TIMES, SCOPE OF DELIVERY, DELIVERY DELAUS AND DEFAULT IN ACCEPTANCE

  1. Unless otherwise stated, all delivery times shall be approximate. Performance of A2S’s delivery obligations shall be contingent upon the timely and proper fulfilment of the purchaser’s obligations. These shall include in particular that the purchaser guarantees acceptance of the goods delivered at the delivery address he has specified.
  2. A2S retains the right to make partial deliveries and provide partial services if, upon acceptance, such deliveries or services are deemed reasonable following a reasonable assessment of the circumstances and the legitimate interests of the purchaser by A2S, and in particular where any deviation is within the customary commercial tolerances and where the relevant items delivered are disparate and unconnected goods for delivery.
  3. In the event of delivery delays arising from unforeseen events beyond the control of A2S, in particular operational breakdowns, government action, failures to deliver to A2S or force majeure, any delivery deadlines shall be extended by the period of duration of the resultant delay. In particular, industrial action, including strikes and lawful denial of access to the business premises of A2S or their suppliers shall also count as force majeure
    In such circumstances, no claims for damages on the part of the purchaser can be accepted except in cases of deliberate intent or gross negligence.
  4. If the purchaser is in default of acceptance or is responsible for a delay in despatch of goods, a storage charge in the amount of EUR 5.00 net per loading metre and working day shall be applied. 1 loading meter equates to 5.7 cubic metres. This shall not affect the right of the purchaser in individual cases to prove that A2S has suffered no losses or significantly lower losses through such a default in acceptance. A2S’s other rights, in particular the right to withdraw from the contract of sale, shall similarly remain affected.

 IV. PRICES, TERMS AND CONDITIONS OF PAYMENT

  1. All prices are net prices plus the currently applicable statutory rate of VAT. Prices do not include customs duty, insurance or other expenses. 
    For orders to the value of EUR 1,250.00 or more, we deliver to the place of use at no charge. For orders to the value of less than EUR 1,250.00, A2S charges 7.5% of the net order value for postage and packing, with a minimum charge of EUR 15.00.
    Assembly time will be invoiced on an hourly basis according to hours worked. Prices are available from the currently valid A2S price list.
  2. Unless special agreements have been made otherwise, invoices are to be paid immediately and in full. When a contract is concluded, A2S shall be entitled to request prepayment or collateral at the expense of the purchaser.
  3. If the purchaser defaults in payment, A2S shall be entitled to charge interest on arrears at 8% points above the currently valid base interest rate. The additional, concrete right to claim for damages caused by delay is asserted.
  4. Statutory limitation periods shall apply.

V. TRANSFER OF RISK

Risk shall pass to the purchaser as soon as the item is handed over to the freight forwarder, carrier or other person or institution charged with carrying out the delivery, even in cases when partial deliveries are being made or A2S has taken responsibility for other services such as shipping costs.

 VI . WARRANTY, COMPLAINS 

  1. The warranty period shall be one year, starting from handover of the goods.
  2. The nominal condition of the goods shall be in compliance with the agreements made in the contract. Unless otherwise expressly specified, A2S offers no no-fault guarantee in this respect, and this also applies to referencing of DIN norms in particularn.
  3. If the materials to be used by A2S are contractually specified, this does not guarantee the suitability of the materials for the contractual purpose. A2S shall be obliged to make appropriate notifications in this respect only in the event of evident unsuitability.
  4. Damage arising within the purchaser’s sphere of responsibility and/or from incorrect handling, especially inappropriate installation or usage, faulty operation or maintenance, failure to follow instructions for use, installation and/or care, corrosion and normal wear are excluded from the warranty.
  5. The reader is referred to section 377 of the German Commercial Code (HGB).
  6. Any damage clearly caused in transit is to be reported to A2S immediately after acceptance of the goods. The purchaser is to take care of any formalities required with the carrier and in particular to make all necessary determinations to safeguard rights of recourse against third parties.

 VII. LIABILITY

  1. A2S shall be liable only for damages caused intentionally or through gross negligence on the part of A2S or its sub-contractors. In the case of ordinary negligence, A2S shall be liable only for damages arising from injury to life, limb or health or through breach of its cardinal obligations. A cardinal obligation is an obligation whose performance is required to make performance of the contract possible and upon whose performance the purchaser regularly relies or is entitled to rely.
  2. If A2S is liable through breach of duty as a result of ordinary negligence, the extent of its liability shall be limited to damages typical of contracts of the kind in question that were foreseeable when the contract was concluded or at the latest when the breach of duty occurred. This shall not apply in the case of injury to life, limb or health.
  3. This shall not affect claims for damages that require no fault in law.

VIII. RETENTION OF TITLE, COLLATERAL

  1. A2S shall retain title in the goods delivered until all payments relating to the delivery contract have been received. In the event of actions by the purchaser in breach of the terms of the contract, in particular in the event of default in payment or the opening of insolvency proceedings, A2S shall be entitled to take back the goods delivered and the purchaser shall be obliged to surrender them. The purchaser shall inform A2S immediately in writing in the event of distraint of goods or any other intervention by third parties.
  2. The purchaser shall adequately insure the retained goods against theft, breakage, fire, water and other damage. If the purchaser does not take out this insurance policy or cannot provide appropriate proof of such a policy despite A2S’s request, A2S shall itself be entitled to insure the goods delivered at the expense of the purchaser.
  3. The purchaser shall be entitled to resell the goods delivered in the ordinary course of business. However, he hereby assigns to A2S all claims against the purchaser or third parties arising from such resale, irrespective of whether the retained goods are sold before or after processing. The purchaser shall have the right to collect these accounts receivable even after their cession. The entitlement of A2S to collect these accounts receivable itself shall remain unaffected by this; however, A2S undertakes not to collect these accounts receivable as long as the purchaser properly fulfils his obligations in respect of payment. A2S shall be entitled to oblige the purchaser to disclose to it such assigned claims and their associated debtors, to provide all the information necessary for collection, to hand over the relevant documentation and to inform the debtors of the cession of rights. If the goods delivered are resold in conjunction with other goods not belonging to A2S, the purchaser’s claim against the person acquiring the goods shall be considered ceded to A2S in the amount of the purchase price agreed between A2S and the purchaser.
  4. The purchaser shall at all times process or modify goods under retention of title only on behalf of A2S. If the retained goods are processed or irreversibly combined with other objects not belonging to A2S, A2S shall acquire co-ownership of the new item pro rata in the proportion of the value of the retained goods to the other processed or combined objects at the time of processing or combination. If A2S goods are combined or irreversibly mixed with other moveable goods to make a uniform object and this other item is to be considered the principal object, it is agreed that the purchaser shall transfer to A2S proportionate co-ownership inasmuch as this principal object belongs to him. The purchaser shall look after the property or co-owned property on behalf of A2S. In other respects, the same conditions shall apply to objects created through processing, modification or combination as apply to retained goods.
  5. A2S shall be entitled to require appropriate collateral to ensure the proper fulfilment of the purchaser’s obligations. A2S undertakes to release the collateral due to it where its value exceeds that of the receivables to be secured (where these are yet to be settled) by more than 10%.

IX. FULFILMENT OF LEGAL OBLIGATIONS, IMPOSSIBILITY

  1. The purchaser shall be entitled to cancel the contract if it becomes impossible for A2S to perform the contract in its entirety before the transfer of risk due to circumstances beyond A2S’s control. In the event of partial impossibility or partial inability, the preceding provision shall apply only to the relevant part of the contract. In such a case, the purchaser shall be entitled to cancel the entire contract only if he can demonstrate a justified interest in refusing a partial delivery. Any further claims by the purchaser, in particular claims for damages, are excluded under the terms of the provisions in sections VI and VII.
  2. If this impossibility arises while the purchaser is in default of acceptance or through the fault of the purchaser, he shall remain liable to fulfil his obligations.

X. PLACE OF PERFORMANCE, PLACE OF JURISDICTION,  APPLICABLE LAW

  1. If the purchaser is a trader, a legal entity under public law or a special fund under public law and there is no reason for an exclusive place of jurisdiction, the registered offices of A2S shall be the place of jurisdiction for all litigation, including proceedings relating to bills of exchange or cheques; claims may be brought against A2S only here.
  2. The law of the Federal Republic of Germany with the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) shall apply to all legal relations between A2S and the purchaser arising from or in connection with the business relationship established between A2S and the purchaser.

XI. OTHER PROVISIONS

  1. Where agreements concluded between A2S and the purchaser must be made in writing, any alterations or additions must also be made in writing to be effective.
  2. In accordance with section 33 of the German Data Protection Act (BDSG), A2S declares that data generated in connection with this business relationship will be stored.

ASS - TERMS AND CONDITIONS OF PURCHASE, as of 10.10.2013

PURCHASING CONDITIONS OF THE COMPANY A2S Furnishing Systems - 96342 STOCKHEIM

Please indicate your order number on all documents pertaining to this order (correspondence, delivery notes, delivery notes, invoices, freight notes, etc).

These terms and conditions apply exclusively. A2S Furnishing Systems does not recognize contradictory terms or the conditions of purchase of the supplier deviating from the terms of purchase of A2S Furnishing Systems, unless A2S Furnishing Systems had expressly agreed to their validity in writing.

These terms and conditions of purchase shall also apply if A2S Furnishing Systems accepts the delivery without reservation in the knowledge of contradictory or deviating terms of the supplier.

These terms and conditions of purchase also apply to all future transactions with the supplier.

Individual agreements with the supplier, such as framework agreements and quality assurance agreements, as well as written supplementary agreements, amendments and modifications thereto, shall in any case prevail over these General Purchasing Conditions.

  1. Orders: In principle, deliveries from suppliers must be presented in the form of written orders from A2S Furnishing Systems. In exceptional cases, the client must be named personally in all contract documents. Deliveries, which contradict this, shall not be recognized. The transmission of an order confirmation is not necessary, unless a change in quantity, price or delivery date is necessary. A2S Furnishing Systems reserves the right to accept this amendment. The supplier has to indicate to us any obvious errors (e.g. writing and calculation errors and incompleteness of the order) including the order documents, for the purpose of correction or completion before acceptance.
  2. Obligation to provide information: Before changing material or supplier parts for products or services, relocation of production sites, or before any changes to procedures or facilities for testing the parts or other quality assurance measures, the supplier is obliged to inform A2S Furnishing Systems in good time, So that they can check whether the changes can adversely affect the product.
  3. Obligation to confidentiality: All documents provided by A2S Furnishing Systems, including drawings, sketches and samples, are the sole property of A2S Furnishing Systems. The supplier undertakes not to make access of these to third parties: to use the documents and samples exclusively for the fulfilment of this order, not to duplicate the documents, to handle the documents and samples carefully, to preserve and return them back to A2S Furnishing Systems, immediately after completion. In particular, the supplier will also keep confidential the production procedures obtained in connection with A2S Furnishing Systems after the completion of this order, and shall not use it for his/her own production or for deliveries to competitors of A2S Furnishing Systems. A2S Furnishing Systems reserves all rights to new features, which are derived from A2S Furnishing Systems, especially in the case of patent distribution or utility model registration. Products manufactured according to documents, such as drawings, models and the like designed by A2S Furnishing Systems, or confidential information provided by A2S Furnishing Systems, may neither be used by the supplier nor offered or supplied to third parties.
  4. Transfer of risk: Place of fulfilment: The risk to the arrival of the goods at the point of delivery designated by A2S Furnishing Systems is endured by the supplier in any case. As a matter of principle, the transfer of risk to A2S Furnishing Systems takes place by handing over the goods to the point of delivery designated by A2S Furnishing Systems. The delivery takes place within Germany at the place specified in the order. The respective place of destination is also the place of performance. If no place of performance has been expressly agreed upon, 96342 Stockheim, A2S-Adam-Stegner Strasse 19 shall be the place of performance.
  5. Retention of title: Upon transfer of the goods to A2S Furnishing Systems, the property passes directly to A2S Furnishing Systems. A2S Furnishing Systems does not recognize any reservation of title.
  6. Pricing terms: The price stated in the order is binding. Unless otherwise agreed in the individual case, the price includes all services and ancillary services of the supplier as well as all additional costs (e.g. proper packaging, transport costs including possible transport and liability insurance). The supplier has to take back packaging material at our request. The supplier must announce price claims in writing at least 3 months before the start of a new calendar quarter. This announcement does not automatically reflect the acceptance of the claim.
  7. Partial deliveries, under deliveries and over deliveries: partial deliveries do not constitute fulfilment, unless A2S Furnishing Systems approves this. The acceptance of a partial delivery does not justify such an authorization. In case of short delivery of a maximum of 5%, A2S Furnishing Systems is entitled to accept the delivery and to cancel the remaining remainder of the delivery. A2S Furnishing Systems reserves the right to return over deliveries at the supplier's expense.
  8. Delivery date, contractual penalty: The delivery time specified by A2S Furnishing Systems in the order is binding. The supplier undertakes to comply with the agreed delivery date. As soon as the supplier notices delays, he shall inform A2S Furnishing Systems of the reasons and the expected duration of the deadline. If the agreed dates are not adhered to by the supplier for any reason, A2S Furnishing Systems shall be entitled to withdraw from the contract and to provide third party compensation and / or compensation for damages, without prejudice to any further legal claims due to non-fulfilment. There is no need to set an additional deadline with a threat of refusal. All deliveries resulting from delayed deliveries and services shall be replaced by the Supplier. The acceptance of the delayed delivery or service does not constitute a waiver of any claims for compensation. In the case of a repeated deadline, A2S Furnishing Systems is also entitled to withdraw from the contract even if the delay was not attributable to the supplier. We reserve the right to assert further damage. The supplier reserves the right to prove that A2S Furnishing Systems has suffered no or only a significantly lower loss. Deliveries before the agreed date are only permitted with the consent of A2S Furnishing Systems. A2S Furnishing Systems reserves the right to return goods delivered at an early stage or to settle the respective invoice and to charge the costs for storage leasing and arising demurrage costs to the supplier.
  9. Delivery: Insofar as stipulated in our orders, delivery must be made exclusively according to the transport and packaging regulations of A2S Furnishing Systems for suppliers.
  10. Payment: Payments shall be made unless otherwise agreed, 20 calendar days after delivery and performance, as well as upon receipt of a proper invoice under deduction of 3% discount or after 60 calendar days net. The payment period begins after receipt of the goods, at the latest upon receipt of the invoice by A2S Furnishing Systems. Should this fall on a legal holiday or weekend, then on the following working day.
  11. Origin of goods, preferences, regulations in international goods and transport: The supplier is obliged to provide a long-term supplier declaration for all articles delivered by him to A2S Furnishing Systems in which he confirms the goods` preferential status ("Goods with preferential origin of EC" or "Goods without preferential origin of EC"). The Supplier shall be liable to A2S Furnishing Systems for all damages resulting in the event of non-compliance with this obligation, or in the case of declarations that have been issued incorrectly, therefrom. The supplier undertakes to examine his products to determine whether they are subject to prohibitions, restrictions and / or authorization requirements in the international movement of goods and, in the appropriate case, to designate these products accordingly and free from doubt and in a comprehensible manner in his offers, order confirmations and all enclosed documents. In the event of non-compliance with this obligation, the supplier shall be liable for any damage resulting from A2S Furnishing Systems, including any additional claims of foreign import duties, fines and the like. Deciphering the identifiers: D = third country / E = EU / F = EFTA
  12. Warranty: the statutory provisions shall apply in the case of material and legal defects of the goods (including improper and short delivery as well as improper assembly, defective assembly, operating and instruction manual), as well as in the case of other breaches of duty by the supplier, unless specified otherwise in the following. In accordance with statutory provisions, the supplier is particularly liable for the fact that the goods have the agreed upon condition when transferring the risk to A2S Furnishing Systems. Any product descriptions which are the subject of the respective contract, in particular by means of a description or a reference in the order, or which are included in the contract in the same way as these terms and conditions of purchase, shall be regarded as an agreement on the condition. By way of derogation from § 442 Abs. 1 S 2 BGB (German Civil Code), A2S Furnishing Systems is entitled to claim defects without restriction even if A2S Furnishing Systems has not been aware of the defect at the time of conclusion of contract due to gross negligence. The statutory provisions (§§ 377, 381 HGB) apply to the commercial obligation to inspect and to notify the customer, with the following proviso: the inspection obligation of A2S Furnishing Systems is limited to deficiencies that come to light during the incoming goods inspection under external inspection including the delivery papers, as well as our quality control In the sample procedure (e.g. transport damage, incorrect delivery and short delivery). The requirement to give notice of defects for defects detected later remains unaffected. In all cases, a complaint (notification of defects) by A2S Furnishing Systems shall be deemed immediate and timely if received by the supplier within two weeks. The liability to indemnify A2S Furnishing Systems in case of unauthorized removal of the defect remains unaffected; in this respect, A2S Furnishing Systems shall only be liable if A2S Furnishing Systems has recognized, or did not recognize gross negligently that there was no defect. If the supplier fails to accomplish his obligation to supplementary performance at the discretion of A2S Furnishing Systems by remedying the defect (repair) or by delivering a defect-free thing (replacement delivery) within a reasonable period set by A2S Furnishing Systems to remedy the defect, A2S Furnishing Systems can remedy the defect and demand a reimbursement of the necessary expenses or a corresponding advance payment from the supplier. If the supplementary performance by the supplier has failed or is unreasonable for A2S Furnishing Systems (e.g. due to special urgency, endangerment of operational safety or imminent occurrence of disproportionate damages), no deadline is required; the supplier is to be informed immediately, if possible before. In addition, A2S Furnishing Systems is entitled to a reduction in the purchase price or a withdrawal from the contract in the event of a defect in title or a defect in accordance with statutory provisions. In addition, A2S Furnishing Systems is entitled to compensation for damages and expenses in accordance with statutory provisions. The supplier shall take into account the recognized rules of technology and the applicable legal and official regulations (in particular DIN, VDE, VDI, DVGW). The goods must comply with all applicable legal and official regulations on the day of delivery, including those of the equipment safety law and the environmental protection, and must comply with the accident prevention regulations. If hazardous substances in terms of the Hazardous Substances Ordinance or products, in the use of which the exemption of such substances cannot be excluded, are supplied, the supplier has to provide the necessary data for the creation of the EG safety data sheet (§14 GefStoffV) A2S Furnishing Systems or the service provider of A2S Furnishing Systems, upon request.
  13. Suppoers' recourse: A2S Furnishing Systems is entitled to the statutory claims for recourse within a supply chain (suppliers’ recourse pursuant to §§ 478, 479 BGB) without limitation. A2S Furnishing Systems shall in particular be entitled to demand exactly the type of supplementary performance (improvement or replacement delivery) from the supplier, which A2S Furnishing Systems owes to its customer in individual cases. This does not restrict the statutory suffrage (§ 439 para. 1 BGB). Before A2S Furnishing Systems acknowledges or complies with a claim for damages claimed by its customers (including the exemption from expenses pursuant to §§ 478 (3), 439 (2) BGB), it shall notify the supplier and ask the supplier for a brief statement of the facts. If the opinion is not made within a reasonable period and no amicable solution is found, the deficiency claim actually granted by A2S Furnishing Systems shall be deemed the customer of A2S Furnishing Systems; the supplier is responsible in this case. The claims of A2S Furnishing Systems from supplier's liability also apply if the goods are further processed prior to their sale to a consumer by A2S Furnishing Systems or by one of our customers, e.g. by incorporation into another product.
  14. Product liablitiy: the supplier shall indemnify A2S Furnishing Systems from all claims resulting from an error of the product delivered by A2S Furnishing Systems. In addition, the Supplier shall be liable for damages caused by A2S Furnishing Systems by means of adequate precautionary measures against a claim arising from external liability which is attributable to the supplier (for example public advertising measures).
  15. Use of brand names of A2S Furnishing Systems: if goods are returned or are not accepted and has been supplied with a brand name or the logo of A2S Furnishing Systems, the latter may not be sold to a third party.
  16. Force majeure: strike, lockout, operational disruption, official orders and other cases not attributable to A2S Furnishing Systems which result in a reduction in consumption shall be considered force majeure and entitle A2S Furnishing Systems to rescind the contract.
  17. Proprietary rights: In the event of a culpable infringement of industrial property rights, the supplier shall indemnify A2S Furnishing Systems and its customers from third-party claims for infringement of copyrights, rights of products and patents unless the design of a delivered item is derived from A2S Furnishing Systems.
  18. Prhibition of child labour: The supplier undertakes to observe the minimum standards laid down in the international labour organisation (ILO) core labour standards and to oblige his own suppliers to comply with these minimum standards by means of special contractual conditions. In particular, the supplier undertakes not to employ any children. The supplier ensures that his own suppliers also do not employ children. Children are all persons under 15 years of age.
  19. Certificates, environmental protection: A2S Furnishing Systems operates an environmental management system according to DIN EN ISO 14001 and is certified according to DIN ISO 9001. Environmental protection has a high priority within the quality understanding of A2S Furnishing Systems. A2S Furnishing Systems thus also expects an environmental awareness corresponding to the guidelines of A2S Furnishing Systems from suppliers. For our supplier-evaluation, our supplier transmits all quality, manufacturing and environmental certificates that he has acquired. The proven current certifications of our suppliers influence their evaluation.
  20. Regulation (EG) No 1907/2006 (REACH): The supplier shall ensure that the products supplied by him comply with the provisions of Regulation (EG) No 1907/2006 on the Registration, Evaluation, Authorization and Restriction of Chemicals REACH Regulation). The substances contained in the supplier's products are pre-registered, or are registered after expiry of the transitional period as long as the substance is not exempted from the registration, as required under the provisions of the REACH Regulation. Suppliers who are located in non-EU Member States undertake to appoint a Only Representative (OR) pursuant to Article 8 of the REACH Regulation, which is registered in the EU, which shall be notified to us by name and address. The OR undertakes all of the supplier's registration and other REACH obligations. If the OR has pre-registered or registered, the registration number must be reported to us. In the case of a change of the OR, or discontinuation of the activity of the OR, the supplier shall inform us immediately. The supplier shall ensure that the products supplied by him do not contain substances from the so-called list of candidates according to Article 59 (1, 10) of the REACH Regulation. The supplier undertakes to inform A2S Furnishing Systems immediately in writing if, for whatever reason, products supplied by him contain substances from the list of candidates; In particular in the case of the extension / supplementation of the candidate list. The supplier shall name the individual substances by name and shall report as much as possible the percentage of the percentages by mass. The supplier also undertakes to ensure that the products delivered by him comply with all requirements of Regulation (EG) No 1272/2008 (CLP Regulation). In particular, the non-EU suppliers are responsible for the fact that their OR has carried out the notification in the classification and labelling list in accordance with Article 39-42 of the CLP Regulation for the products delivered. In the event that the supplier is in breach of the aforementioned obligations, we are entitled at any time to cancel the order immediately and to refuse the acceptance of the corresponding delivery without incurring any costs. Any existing claims for damages shall remain unaffected; a cancellation or acceptance refusal shall not constitute a waiver of any claims for damages.
  21. Contractual language, applicable law and jurisdiction: The contractual language is German. The contract applies German law to the exclusion of the UN purchase law. Jurisdiction for all disputes arising from this contract is 96450 Coburg, if the supplier is a registered trader, a legal person of public law, or special fund under public law. A2S Furnishing Systems is also entitled to sue the supplier at the seat of the supplier.
  22. Severability clause: Should one of the above-agreed clauses be invalid in whole or in part, the validity of the purchasing conditions shall remain unaffected. The parties agree that such an ineffective clause shall be replaced by an effective clause that is as close as possible to the meaning of the invalid clause.