A2S – GTSD, as of Feb 2025

GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY (HEREINAFTER: GTC) OF THE COMPANY ASS-Einrichtungssysteme GmbH (Hereinafter: A2S)

I. SCOPE OF APPLICATION

These GTC shall apply exclusively to the entire business relationship between A2S and the customer, which the customer acknowledges by placing the order or, at the latest, by accepting the service. These shall also apply to extensions of the scope of the contract, to follow-up orders and to future transactions between A2S and the customer, without the need for their renewed inclusion.
The validity of the customer's terms and conditions of purchase or other general terms and conditions is expressly rejected. We also object to the inclusion of the VOL/B or the VOB/B in the contract to be concluded. These GTC shall also apply exclusively if A2S performs the delivery or service to the customer without reservation in the knowledge of conflicting or deviating terms and conditions of the customer.
If there is a framework agreement between the customer and A2S, these GTC shall apply both to the framework agreement and to the individual order.
The terms and conditions can be viewed and accessed at www.a2s.com/en_GB/footer-navigation/gtc and will be sent to the customer on request.

II. CONCLUSION OF CONTRACT

Offers from A2S are subject to change and, unless they are expressly marked as binding or the binding nature has been agreed in another form, merely represent an invitation to the customer to submit binding contractual offers to A2S. A contract shall then be concluded upon our written order confirmation and, in the event that no order confirmation is issued, upon dispatch of the ordered goods to the customer.
The customer is obliged to check the content of order confirmations, delivery notes and other confirmation letters from us without delay and to object immediately if the content is found to be incorrect. As a rule, an objection must be made within 4 full working days of receipt.
A2S is entitled to accept contractual offers from the customer in the form of orders within 14 days. During this time, the customer shall be bound by their contractual declaration unless otherwise stated in the order or the customer must not regularly expect a later acceptance by A2S (§ 147 BGB [German Civil Code]). This also applies to repeat orders placed by the customer.
Insofar as deviations are not expressly agreed in writing, the specifications in the offer letters, the service descriptions and these GTC shall apply in addition and in the following order with regard to the content of the contract.

III. COST ESTIMATE, PRELIMINARY WORK

If the customer would like to have a binding price quotation, a written cost estimate is required, which is subject to a charge, unless otherwise contractually agreed. Unless otherwise stated, we shall be bound by this cost estimate for a period of 4 weeks after its submission.
Preliminary work such as the preparation of specifications, project planning documents, plans, drawings and models requested by the customer shall be subject to remuneration. If an order is placed on the basis of the aforementioned preparatory work, the costs of any preparatory work shall be offset against the order invoice.
If A2S provides the customer with drawings or technical documents relating to an offered technical object of purchase, these shall remain the property of A2S.

IV. Performance

In the case of non-binding offers, A2S's written order confirmation shall be decisive for the scope and quality with regard to type, quantity, quality, functionality, compatibility, interoperability and other features of the goods of the deliveries and services from us to the customer. If we have not issued such an order confirmation, the customer's written order and the assembly and installation instructions shall be authoritative.
Unless expressly agreed otherwise, A2S does not make any further promises with regard to the type, quantity, quality, functionality, compatibility, interoperability and other characteristics of the goods. This also applies in particular to references to DIN standards by the customer. The content of such DIN standards is deemed to be a recommendation and does not constitute an agreed quality of the delivery/service.
Information provided by A2S with regard to weights, dimensions and/or external appearance of products - except in the case of warranted characteristics - serves exclusively to describe or identify the products and may represent approximate values. Customary deviations in quality, dimensions and weight do not constitute a defect. This does not apply to performance data and other properties that are obviously important to the customer.
The customer is obliged to prepare any necessary planning and to provide it to us in good time. This applies in particular to the type and number of components required, specifications for installing the components and the necessary structural requirements and availability of required media. Any advice we provided in advance of the order does not replace this necessary detailed planning.
If the order contains individual components that are combined to form a furniture set, the following applies: We do not guarantee that the order contains all the components required to ensure the functionality of the furniture. This also applies if we have undertaken the planning of the furnishings in whole or in part ourselves. In principle, therefore, components that are required but not included in the order must be ordered and paid for additionally by the customer. Any claims for damages on the part of the customer arising from a breach of pre-contractual information obligations on our part remain unaffected.
Insofar as it is questionable whether a contract for work and materials or a contract for work and services exists, the following applies: If the assembly share of the total order is less than 15%, it is assumed that a contract for work and materials exists.
In the event of subsequent changes to the design or construction or the dimensions compared to the order or the order confirmation, whether due to the customer's request, technical constraints, unforeseen difficulties in relation to the local conditions, such as a narrow staircase or special structural features that require the installation of an external elevator, or other circumstances beyond our control, we shall be entitled to charge the customer for proven additional expenditures.

V. PRICES, TERMS OF PAYMENT

The prices are net prices plus the statutory VAT applicable at the time of performance and are based on the A2S price list valid at the time of order confirmation. They are based on FCA (place of delivery: 96342 Stockheim) Incoterms 2020, unless otherwise agreed. The prices do not include customs, insurance and other expenses. Invoices are due for payment immediately and without deduction, unless otherwise agreed.
A2S will regularly demand a pro rata advance payment upon conclusion of the contract, which must be agreed. If the customer does not meet their payment obligations in accordance with the contract or if they suspend their payments or if we become aware of other circumstances that call the customer's creditworthiness into question, we shall be entitled to declare the entire remaining debt due and payable and to demand advance payments or the provision of security.
If the customer is in default of payment, A2S shall be entitled to demand default interest in the amount of 9 percentage points above the applicable base interest rate and a one-time lump sum for default in the amount of EUR 40.00. We reserve the right to assert a specific claim for further damages caused by delay.
The customer shall only be entitled to counterclaims if their counterclaims have been legally established, are undisputed or recognized by A2S, or are based on poor performance on our part in the same contractual relationship. Individual orders based on a framework agreement are individual contractual relationships.

VI. DELIVERY TIMES, SCOPE OF DELIVERY, DELAY IN DELIVERY AND ACCEPTANCE

The delivery and performance period and/or any other deadline shall require written confirmation by A2S in order to be binding for the customer. In the absence of such confirmation by us, the delivery and performance period and any other deadline shall be non-binding.
Compliance with A2S's delivery obligations requires the timely and proper fulfillment of the customer's obligations. In particular, this includes the customer ensuring that the ordered goods are accepted at the delivery address specified by the customer by instructing one or more persons to accept the goods and confirm receipt.
Unless otherwise agreed, the delivery and performance period shall commence on the date of our order confirmation. Compliance with the delivery and performance deadline and/or any other deadline shall be subject to the timely receipt of all documents to be supplied by the customer, including any changes requested by the customer. The deadline shall be suspended if it turns out that the technical specifications provided by the customer and/or planning services provided by the customer or approvals to be obtained by the customer are incomplete and/or incorrect. Insofar as the customer has reserved the right to approve assembly plans to be prepared by us prior to execution, delays in approval for which we are not responsible shall extend the agreed delivery period.
The delivery period shall also be suspended for the period in which the customer fails to make an agreed advance payment.
A2S shall be entitled to make partial deliveries and render partial services if these are also reasonable in consideration of the customer's interests worthy of protection, in particular if the method of delivery is within the scope of customary commercial practice or if the respective delivery items are different delivery items that do not belong together.
In the event of delays in delivery due to the occurrence of unforeseen events for which A2S is not responsible, we shall be released from the obligation to deliver on time for their duration. This includes in particular operational disruptions, official measures, non-delivery of supplies to A2S or force majeure. Any delivery deadlines shall be extended by the duration of the hindrance. Force majeure shall also apply in particular in the event of industrial action, including strikes and lawful lockouts at A2S's premises or at A2S's suppliers. In these cases, claims for damages by the customer are excluded.
If the customer is in default of acceptance or is responsible for a delay in the dispatch of the goods, or requests a delivery date other than that advised by the logistics partner, a storage fee will be charged. In addition, the customer themselves shall be liable for the risks arising from the storage of the goods during the period resulting from the delay in acceptance.
In the cases of VII. (2) (extensive assembly services), the customer is obliged to provide us with clean and lockable premises for the temporary storage of the furnishings supplied by us until the start of assembly and beyond until assembly is complete. The customer is also obliged to ensure that no other tradesmen carry out work that results in dust and dirt in the rooms in which we provide installation services. It is also a prerequisite that the flooring be fully laid at the installation locations. If these conditions are not met, we can refuse delivery until said conditions are met. The delivery date is extended accordingly.
If A2S is in default, the customer shall only be entitled to withdraw from the contract after a reminder and expiry of a reasonable grace period for performance or subsequent performance. The right to withdraw from the contract as a whole is excluded if only parts of the delivery/service are defective and the non-defective parts can be used independently by the customer.

VII. PASSING OF RISK

The risk shall pass to the customer as soon as the delivery has been handed over to the customer or their authorized representative at the destination. In the event that delivery is made ex works, the risk shall pass upon handover of the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment, even if partial deliveries are made or A2S has assumed other services, such as shipping costs.
If, according to the correct legal assessment, the contract is to be regarded in whole or in part as a contract for work and services and not as a contract for work and materials, the risk shall only pass to the customer upon acceptance. The customer is then obliged to declare acceptance to us in writing or in text form when the goods are ready for acceptance. An appointment on site and the preparation of a protocol (formal acceptance) are expressly not required. Acceptance shall be deemed to have taken place tacitly if the customer utilizes the service of A2S and has not reported any defects that would exclude an obligation to accept four calendar weeks after putting the service into use.

VIII. WARRANTY

The warranty period for merchants is one year and begins at the time of the transfer of risk, which also applies to partial deliveries. The shortened period shall not apply in the event of fraudulent, grossly negligent or intentional action by A2S, its representatives and vicarious agents or injury to life, limb or health, the assumption of a guarantee, a procurement risk in accordance with § 276 German Civil Code, or in the event of liability in accordance with a mandatory statutory liability situation.
If the customer is a merchant, they are obliged to check the delivery and service immediately and carefully for completeness and freedom from defects upon arrival. The customer must report any defects discovered subsequently without delay. Once a defect has been identified, use of the contractual object must be discontinued immediately if this is necessary to avoid further damage.
Insofar as the materials to be used by A2S are specified in the contract, this does not guarantee the suitability of the materials for the contractual purpose. A2S is only obliged to provide corresponding information in the event of recognizable unsuitability.
Damage caused by incorrect handling by or within the sphere of the customer, in particular improper installation and handling, inadequate operation or maintenance, failure to observe the instructions for use, installation and/or care, corrosion or normal wear and tear, is excluded from the warranty.
Deviations from the agreed or customary quality or from the agreed or customary usability that are only insignificant shall not trigger any warranty obligation. Deviations that do not impair the value and usability of the product are insignificant.
For third-party products that are combined with deliveries and services from us or are used together with these products, claims for defects or claims for damages against us are excluded, whereby we assign to the customer those liability claims to which we are entitled against the supplier of the third-party delivery.
In the event of subsequent performance, the customer shall be obliged to bear all expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor and material costs, insofar as these are increased by the fact that the defect must be remedied at a location other than the place of performance.
Obvious transport damage must be reported to A2S immediately upon receipt of the goods. The customer shall arrange the formalities required in this respect with the carrier and in particular make all necessary determinations to safeguard rights of recourse against third parties.

IX. LIABILITY

We shall not be liable for damages in the event of slightly negligent breaches of duty. This also applies to slightly negligent breaches of duty by our legal representatives or vicarious agents.
The above exclusion of liability pursuant to clause 1 shall not apply to liability for breaches of duty by A2S, its representatives and vicarious agents
- for damage due to intent or gross negligence,
- for damage due to fraudulent intent,
- for damage resulting from injury to life, limb or health,
- in the event of default, insofar as a fixed delivery and/or performance date has been agreed,
- if a guarantee of quality or a procurement risk is assumed,
- in the case of mandatory statutory liability such as the Product Liability Act,
- due to the breach of such contractual obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the customer regularly relies and may rely (essential contractual obligations).
Essential to the contract is the obligation to deliver the delivery item free of material defects in good time, including agreed assembly and installation instructions, as well as consulting, protection and obligation duties which are intended to enable the customer to use the delivery item in accordance with the contract or which are intended to protect the life and limb of the customer's personnel or to protect the customer's property from significant damage.
Liability for the breach of essential contractual obligations is limited to the foreseeable damage typical for the contract, unless there is intent or gross negligence or liability for injury to life, limb or health.
Liability for intentional and grossly negligent breach of duty by simple vicarious agents and non-executive employees of A2S shall be limited to the foreseeable damage typical for the contract, unless liability is based on injury to life, limb or health.
The exclusions and limitations of liability according to clauses 1 to 5 of this provision shall apply to the same extent in favor of the executive and non-executive employees and other vicarious agents as well as the subcontractors used by A2S.
No reversal of the burden of proof is associated with the above provisions.

X. RESERVATION OF TITLE, SECURITIES

A2S shall retain title to the goods ("reserved goods") until full payment of its current and future claims arising from the contract and an ongoing business relationship (secured claims).
The goods subject to retention of title may not be pledged to third parties or assigned as security before the secured claim has been paid in full. The customer must inform A2S immediately in writing or in text form if an application is made to open insolvency proceedings (application to open insolvency proceedings) or if the goods subject to retention of title are seized by third parties (e.g. seizures).
The customer must insure the reserved goods at replacement value against theft, breakage, fire, water and other damage. If the customer has not taken out insurance or does not provide corresponding proof despite being requested to do so by A2S, A2S shall be entitled to insure the delivery item itself at customer's expense.
If the customer acts in breach of contract, in particular in the event of non-payment of invoices due, A2S shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods subject to retention of title on the basis of the retention of title. The demand for return does not at the same time include a declaration of withdrawal. A2S is rather entitled to demand only the return of the reserved goods and to reserve the right to withdraw from the contract. If the customer does not pay the purchase price due, A2S may only assert these rights if it has previously set the customer a reasonable deadline for payment without success or if setting such a deadline is superfluous according to the statutory provisions. In such cases, the customer shall pay the transportation costs incurred for the return.
The customer is authorized to resell and/or process the items subject to retention of title in the ordinary course of business, provided that they are not in default of payment. In this case, the following provisions shall apply in addition.
The retention of title shall extend to the full value of the products created by processing, mixing or combining the goods subject to retention of title of A2S, whereby A2S shall be deemed the manufacturer. If, in the event of processing, mixing or combining with items of third parties, their ownership rights remain in force, A2S shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined items. In all other respects, the same shall apply to the resulting product as to the reserved goods.
The customer hereby assigns to A2S by way of security any claims against third parties arising from the resale of the reserved goods or their products in total or in the amount of any co-ownership share of A2S in accordance with the above clause 5 of this provision. A2S accepts the assignment. The obligations of the customer specified in clause 2 of this provision shall also apply with regard to the assigned claims.
The customer shall remain authorized to collect the claim in addition to A2S. A2S undertakes not to collect the claim as long as the customer meets their payment obligations to A2S, there is no deficiency in their ability to pay, and A2S does not assert the retention of title by exercising a right in accordance with clause 3 of this provision. If this is the case, however, A2S may demand that the customer informs them of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. In this case, A2S shall also be entitled to revoke the customer's authorization to resell and process the reserved goods.
If the realizable value of the securities exceeds A2S 's claims by more than 10%, the customer shall release securities of A2S's choice at A2S's request. A2S shall retain title to the delivered/installed items until full payment of all current and future claims of A2S arising from the contract and an ongoing business relationship (secured claims).

XI. IMPOSSIBILITY

If A2S is unable to provide the complete service before the transfer of risk due to circumstances for which A2S is responsible, the customer may withdraw from the contract. In the event of partial impossibility or partial inability, the above provision shall only apply to the corresponding part. In this case, the customer can only withdraw from the entire contract if they can prove a justified interest in refusing the partial delivery that has already been made or is still possible. Further claims of the customer, in particular claims for damages, are excluded in accordance with the provisions of sections VIII and IX.
If the impossibility occurs during the delay in acceptance or through the fault of the customer, the customer shall remain obliged to fulfill the contract.

XII. PLACE OF JURISDICTION, APPLICABLE LAW

If the customer is a merchant, a legal entity under public law or a special fund under public law and no exclusive place of jurisdiction is established, the place of business of A2S (96344 Stockheim, Germany) shall be the place of jurisdiction for all legal disputes, also in the context of a bill of exchange or check process. Legal action against A2S can only be brought there.
The law of the Federal Republic of Germany shall apply to all legal relationships between A2S and the customer arising from or in connection with the business relationship established between A2S and the customer, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

XIII. WRITTEN FORM, DATA PROTECTION

Insofar as these GTC provide for the written form for declarations by A2S and the customer, the written form requirement shall also be fulfilled by declarations in text form. Amendments to contractual agreements must be made in text form to be effective.
The customer is aware that their personal data is collected and processed for business purposes in the course of our business. The customer consents to this and is deemed to have been notified within the meaning of section 33 (1) of the Federal Data Protection Act.
We reserve the right to amend these GTC for contracts to be concluded in the future. In such a case, we will inform customers with whom we have an ongoing business relationship of the change.

A2S - GENERAL TERMS AND CONDITIONS OF PURCHASE, AS OF 10.10.2017

CONDITIONS OF PURCHASE OF THE COMPANY A2S-furnishing systems ltd. - 96342 STOCKHEIM

Please quote our order number on all documents relating to this order (correspondence, dispatch notes, delivery bills, invoices, consignment notes, etc.).

These terms and conditions of purchase apply exclusively. ASS-Einrichtungssyteme GmbH does not recognize any terms and conditions of the supplier that contradict or deviate from the terms and conditions of purchase of ASS-Einrichtungssyteme GmbH, unless ASS-Einrichtungssyteme GmbH has expressly agreed to their validity in writing.

These Terms and Conditions of Purchase shall also apply if ASS-Einrichtungssyteme GmbH accepts the delivery without reservation in the knowledge of conflicting or deviating terms and conditions of the Supplier.

These Terms and Conditions of Purchase shall also apply to all future transactions with the Supplier.

Individual agreements made with the supplier in individual cases, for example framework agreements and quality assurance agreements as well as written collateral agreements, supplements and amendments thereto, shall in any case take precedence over these General Terms and Conditions of Purchase.

Orders: In principle, deliveries from suppliers must be accompanied by written orders from ASS-Einrichtungssysteme GmbH. In exceptional cases, the client must be named personally in all order documents. Deliveries that contradict this will not be recognized. Sending an order confirmation is not mandatory, unless a change in quantity, price or delivery date becomes necessary. ASS-Einrichtungssysteme GmbH reserves the right to accept this change. The supplier must inform us of obvious errors (e.g. typing and calculation errors and incompleteness of the order), including the order documents, for the purpose of correction or completion before acceptance.
Duty to inform: The supplier is obliged to inform ASS-Einrichtungssysteme GmbH in good time before making changes to materials or supplied parts for products or services, relocating production sites, and before making changes to procedures or equipment for testing parts or other quality assurance measures, so that ASS-Einrichtungssysteme GmbH can check whether the changes could have a negative impact on the product.
Confidentiality obligation: All documents provided by ASS-Einrichtungssysteme GmbH, including drawings, sketches and samples, are the exclusive property of ASS-Einrichtungssysteme GmbH. The supplier undertakes not to make these accessible to third parties, to use the documents and samples exclusively for the fulfillment of this order, not to reproduce the documents, to handle the documents and samples carefully, to store them and to return them to ASS-Einrichtungssysteme GmbH in full immediately after completion. In particular, the supplier shall keep the manufacturing processes obtained by ASS-Einrichtungssysteme GmbH in this context secret even after completion of this order and shall not use them for its own production or for deliveries to competitors of ASS-Einrichtungssysteme GmbH. ASS-Einrichtungssysteme GmbH reserves all rights to new features originating from ASS-Einrichtungssysteme GmbH, in particular in the event of patent grant or utility model registration. Products that are manufactured according to documents designed by ASS-Einrichtungssysteme GmbH, such as drawings, models and the like or according to confidential information provided by ASS-Einrichtungssysteme GmbH, may neither be used by the supplier himself nor offered or delivered to third parties.
Transfer of risk: Place of fulfillment: The risk until the arrival of the goods at the place of receipt determined by ASS-Einrichtungssysteme GmbH shall be borne by the supplier in any case. The transfer of risk to ASS-Einrichtungssysteme GmbH takes place in principle by handing over the goods to the place of receipt specified by ASS-Einrichtungssysteme GmbH. Delivery shall be made within Germany to the place specified in the order. The respective destination is also the place of fulfillment. If no place of fulfillment is expressly agreed, 96342 Stockheim, ASS-Adam-Stegner Straße 19 shall be the place of fulfillment.
Retention of title: Upon delivery of the goods to ASS-Einrichtungssysteme GmbH, ownership is transferred directly to ASS-Einrichtungssysteme GmbH. ASS-Einrichtungssysteme GmbH does not recognize a retention of title.
Pricing: The price stated in the order is binding. Unless otherwise agreed in individual cases, the price includes all services and ancillary services of the supplier as well as all ancillary costs (e.g. proper packaging, transportation costs including any transport and liability insurance). The supplier must take back packaging material at our request. Price demands must be announced in writing by the supplier at least 3 months before the start of a new quarter. This announcement does not automatically constitute acceptance of the claim.
Partial deliveries, under- and over-deliveries: Partial deliveries do not constitute fulfillment unless ASS-Einrichtungssysteme GmbH approves them. The acceptance of a partial delivery does not constitute such approval. In the event of under-delivery of a maximum of 5%, ASS-Einrichtungssysteme GmbH is entitled to accept the delivery and cancel the missing remainder of the delivery. ASS-Einrichtungssysteme GmbH reserves the right to return excess deliveries at the expense of the supplier.
Delivery date, contractual penalty: The delivery time specified by ASS-Einrichtungssysteme GmbH in the order is binding. The supplier undertakes to comply with the agreed delivery date. As soon as delays become apparent to the supplier, he must inform ASS-Einrichtungssysteme GmbH, stating the reasons and the expected duration of the missed deadline. If the agreed deadlines, for whatever reason, are not met by the supplier, ASS-Einrichtungssysteme GmbH is entitled, without prejudice to further legal claims, to withdraw from the contract at the discretion of ASS-Einrichtungssysteme GmbH and to procure a replacement from a third party and/or to claim damages for non-performance. It is not necessary to set a grace period under threat of refusal. The supplier shall reimburse all additional costs incurred as a result of delayed deliveries and services. Acceptance of the delayed delivery or service does not constitute a waiver of claims for compensation. If the deadline is repeatedly exceeded, ASS-Einrichtungssysteme GmbH is entitled to withdraw from the contract even if the supplier was not responsible for the delay. The assertion of further damages remains reserved. The supplier reserves the right to prove that ASS-Einrichtungssysteme GmbH has incurred no damage at all or only significantly less damage. Deliveries before the agreed date are only permitted with the consent of ASS-Einrichtungssysteme GmbH. ASS-Einrichtungssysteme GmbH reserves the right to return goods delivered early or to value the respective invoice and to charge the supplier for the costs of storage rent and any relocation costs incurred.
Delivery: If specified in our orders, delivery must be made exclusively in accordance with ASS-Einrichtungssysteme GmbH's transportation and packaging instructions for suppliers.
Payment: Unless otherwise agreed, payments shall be made 20 calendar days after delivery and performance and receipt of a proper invoice with a 3% discount or net after 60 calendar days. The payment period begins upon receipt of the goods, at the latest upon receipt of the invoice by ASS-Einrichtungssysteme GmbH. If this falls on a public holiday or weekend, it shall be the following working day.
Origin of goods, preferences, regulations in international trade: The supplier is obliged to submit a long-term supplier's declaration for all items delivered by him to ASS-Einrichtungssysteme GmbH, in which he confirms the preferential status of the goods ("goods with EU preferential origin" or "goods without EU preferential origin"). In the event of non-compliance with this obligation or in the event of incorrectly issued declarations, the supplier shall be liable to ASS-Einrichtungssysteme GmbH for all resulting damages. The supplier undertakes to check his products to determine whether they are subject to prohibitions, restrictions and / or authorization requirements in international trade and, if applicable, to mark them accordingly and without doubt with comprehensible information in his offers, order confirmations and all accompanying documents. In the event of non-compliance with this obligation, the supplier shall be liable for any damage incurred by ASS-Einrichtungssysteme GmbH as a result, including additional claims for foreign import duties, fines and the like. Decoding of the origin codes: D = third country / E = EU / F = EFTA
Warranty: In the event of material defects and defects of title of the goods (including incorrect and short delivery as well as improper assembly, defective assembly, operating or operating instructions) and in the event of other breaches of duty by the supplier, the statutory provisions shall apply, unless otherwise specified below. In accordance with the statutory provisions, the supplier is liable in particular for ensuring that the goods have the agreed quality upon transfer of risk to ASS-Einrichtungssysteme GmbH. In any case, those product descriptions that are the subject of the respective contract - in particular by designation or reference in the order - or have been included in the contract in the same way as these Terms and Conditions of Purchase shall be deemed to be an agreement on the quality. Notwithstanding § 442 para. 1 sentence 2 BGB, ASS-Einrichtungssysteme GmbH is entitled to claims for defects without restriction even if ASS-Einrichtungssysteme GmbH remained unaware of the defect at the time of conclusion of the contract due to gross negligence. The statutory provisions (§§ 377, 381 HGB) apply to the commercial obligation to inspect and give notice of defects, with the following proviso: ASS-Einrichtungssysteme GmbH's duty to inspect is limited to defects that become apparent during the incoming goods inspection under external examination including the delivery documents as well as during our quality control by random sampling (e.g. transport damage, wrong and short delivery). The obligation to give notice of defects discovered later remains unaffected. In all cases, a complaint (notification of defects) by ASS-Einrichtungssysteme GmbH shall be deemed immediate and timely if it is received by the supplier within two weeks. ASS-Einrichtungssysteme GmbH's liability for damages in the event of an unjustified request to remedy defects shall remain unaffected; however, ASS-Einrichtungssysteme GmbH shall only be liable in this respect if ASS-Einrichtungssysteme GmbH has recognized or grossly negligently failed to recognize that there was no defect. If the supplier does not fulfill his obligation to subsequent performance - at the discretion of ASS-Einrichtungssysteme GmbH by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery) - within a reasonable period set by ASS-Einrichtungssysteme GmbH, ASS-Einrichtungssysteme GmbH may remedy the defect itself and demand 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 ASS-Einrichtungssysteme GmbH (e.g. due to particular urgency, endangerment of operational safety or imminent occurrence of disproportionate damage), no deadline is required; the supplier must be informed immediately, if possible in advance. Otherwise, ASS-Einrichtungssysteme GmbH is entitled to reduce the purchase price or to withdraw from the contract in the event of a material defect or defect of title in accordance with the statutory provisions. In addition, ASS-Einrichtungssysteme GmbH is entitled to compensation for damages and expenses in accordance with the statutory provisions. The supplier shall take into account the recognized rules of technology and the applicable statutory and official regulations (in particular DIN, VDE, VDI, DVGW). On the day of delivery, the goods must comply with all applicable statutory and official regulations, including those of the Equipment Safety Act and environmental protection, and must comply with the accident prevention regulations. If hazardous substances within the meaning of the Hazardous Substances Ordinance or products whose use does not exclude the release of such substances are delivered, the supplier must provide ASS-Einrichtungssysteme GmbH or the service provider of ASS-Einrichtungssysteme GmbH with the data required for the preparation of the EC safety data sheet (§14 GefStoffV) without being requested to do so.
Supplier recourse: ASS-Einrichtungssysteme GmbH is entitled to the legally determined recourse claims within a supply chain (supplier recourse according to §§ 478, 479 BGB) in addition to the claims for defects without restriction. In particular, ASS-Einrichtungssysteme GmbH is entitled to demand exactly the type of supplementary performance (repair or replacement) from the supplier that ASS-Einrichtungssysteme GmbH owes its customer in the individual case. The statutory right of choice (§ 439 para. 1 BGB) is not restricted by this. Before ASS-Einrichtungssysteme GmbH acknowledges or fulfills a claim for defects asserted by its customers (including reimbursement of expenses in accordance with §§ 478 para. 3, 439 para. 2 BGB), it shall notify the supplier and request a written statement with a brief description of the facts. If the statement is not made within a reasonable period of time and no amicable solution is brought about, the claim for defects actually granted by ASS-Einrichtungssysteme GmbH shall be deemed to be owed to the customer of ASS-Einrichtungssysteme GmbH; in this case, the supplier shall be responsible for providing evidence to the contrary. The claims of ASS-Einrichtungssysteme GmbH from supplier recourse also apply if the goods have been further processed by ASS-Einrichtungssysteme GmbH or by one of our customers, e.g. by installation in another product, before their sale to a consumer.
Product liability: The supplier indemnifies ASS-Einrichtungssysteme GmbH from all claims arising from non-contractual product liability that are attributable to a defect in the product delivered by him. In addition, the supplier is liable for damages incurred by ASS-Einrichtungssysteme GmbH through reasonable precautionary measures against a claim from non-contractual liability, which are attributable to the supplier (for example, public advertising measures).
Use of the brand names of ASS-Einrichtungssysteme GmbH: If goods are returned or not accepted by ASS-Einrichtungssysteme GmbH and are provided with a brand name or the logo of ASS-Einrichtungssysteme GmbH, these may not be sold to third parties.
Force majeure: Strikes, lockouts, operational disruptions, official orders and other cases for which ASS-Einrichtungssysteme GmbH is not responsible, which result in a reduction in consumption, are considered force majeure and entitle ASS-Einrichtungssysteme GmbH to withdraw from the contract.
Industrial property rights: In the event of a culpable infringement of industrial property rights, the supplier shall indemnify ASS-Einrichtungssysteme GmbH and its customers against claims of third parties arising from infringements of copyrights, trademark rights and patents, unless the design of a delivery item originates from ASS-Einrichtungssysteme GmbH.
Prohibition of child labor: The supplier undertakes to observe the minimum standards set out in the ILO core labor standards and to oblige its own suppliers to observe these minimum standards through special contractual conditions. In particular, the supplier undertakes not to employ children. The supplier shall ensure that its own suppliers also do not employ children. Children are all persons under the age of 15.
Certificates, environmental protection: ASS-Einrichtungssysteme GmbH operates an environmental management system according to DIN EN ISO 14001 and is certified according to DIN ISO 9001 with regard to production. Environmental protection has a high priority within ASS-Einrichtungssysteme GmbH's understanding of quality. ASS-Einrichtungssysteme GmbH therefore also expects suppliers to be environmentally aware in accordance with the guidelines of ASS-Einrichtungssysteme GmbH. For our supplier evaluation, our suppliers send us all quality, production and environmental certificates that they have obtained. The proven current certifications of our suppliers influence their evaluation.
Regulation (EC) No. 1907/2006 (REACH): The Supplier warrants that the products supplied by it comply with the provisions of Regulation (EC) No. 1907/2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (REACH Regulation). The substances contained in the supplier's products are pre-registered, if required under the provisions of the REACH Regulation, or registered after expiry of the transitional periods, unless the substance is exempt from registration. Suppliers based in non-EU member states undertake to appoint an OnlyRepresentative (OR) in accordance with Art. 8 of the REACH Regulation based in the EU, whose name and address must be provided to us. The OR shall assume all registration and other REACH obligations of the supplier. If the OR has carried out a pre-registration or registration, this must be communicated to us, stating the registration number. In the event of a change of the OR or discontinuation of the OR's activities, the supplier shall inform us immediately. The supplier assures that the products delivered by him do not contain any substances of the so-called candidate list according to Art. 59 (1, 10) of the REACH regulation. The supplier undertakes to inform ASS-Einrichtungssysteme GmbH immediately in writing if - for whatever reason - products delivered by him contain substances on the candidate list; this applies in particular in the event of an extension / addition to the candidate list. The supplier shall specify the individual substances by name and state the mass percentage as precisely as possible. The supplier further undertakes to ensure that the products supplied by him fulfill all requirements of Regulation (EC) No. 1272/2008 (CLP Regulation). In particular, non-EU suppliers are responsible for ensuring that their OR has notified the classification and labeling inventory for the products supplied in accordance with Art. 39-42 of the CLP Regulation. In the event that the supplier breaches one of the aforementioned obligations, we shall be entitled at any time to cancel the corresponding order immediately and to refuse acceptance of the corresponding delivery without incurring any costs. Any existing claims for damages shall remain unaffected by this; a cancellation or refusal of acceptance shall not constitute a waiver of any claims for damages.
Contract language, applicable law and place of jurisdiction: The contract language is German. The contract shall be governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction for all disputes arising from this contract is 96450 Coburg, if the supplier is a registered trader, a legal entity under public law or a special fund under public law. ASS-Einrichtungssysteme GmbH is also entitled to sue at the registered office of the supplier.
Severability clause: Should one of the above agreed clauses be wholly or partially invalid, this shall not affect the validity of the remaining terms and conditions of purchase. The parties agree that such an invalid clause shall be replaced by a valid clause which comes as close as possible to the meaning of the invalid clause.