A2S – GTC, as of Feb 2019




  1. These GTSD shall apply exclusively to the entire business relationship between A2S and Purchaser. Subject to amendment, they shall also apply to future business relations between A2S and Purchaser without the need for their renewed inclusion.
  2. Other terms and conditions of purchase or other general terms and conditions of Buyer are expressly rejected. These GTSD shall also apply exclusively if A2S carries out the delivery to Purchaser without reservation in the knowledge of conflicting or deviating business relationships of Purchaser
  3. If there is a framework agreement between Buyer and A2S, these GTSD shall apply both to the framework agreement and to the individual order.
  4. These GTSD shall not apply to consumers within the meaning of § 13 BGB (German Civil Code).



  1. Offers made by A2S are subject to change and, unless the circumstances indicate otherwise, merely constitute an invitation to Purchaser to submit specific, definitive contractual offers to A2S ("invitatio ad offerendum"). If A2S provides Purchaser with drawings or technical documents regarding an offered technical object of purchase, these shall remain the property of A2S.
  2. A2S is entitled to accept contractual offers from Purchaser, for example in the form of orders, within 14 days. During this period, Buyer shall be bound by its contractual declaration.
  3. Insofar as deviations are not expressly agreed in writing, the specifications in the offer letters, the service descriptions, these AVLB, the Contracting Regulations for Construction Work Part B (VOB/B) and the Contracting Regulations for Services Part A and B (VOL/A and VOL/B) in the respective valid version as well as the provisions of the German Civil Code shall apply in addition and in the following order with regard to the content of the contract.



  1. Unless otherwise stated, delivery times are approximate times. Compliance with A2S's delivery obligations requires the timely and proper fulfillment of Buyer's obligations. This includes in particular that Purchaser ensures acceptance of the ordered goods at the delivery address specified by him.
  2. A2S shall be entitled to make partial deliveries and render partial services if these are reasonable upon acceptance with a reasonable assessment of A2S's situation and Purchaser's own interests worthy of protection, in particular if the deviation is within the customary commercial tolerances or if the respective delivery items are different delivery items that do not belong together.
  3. In the event of delays in delivery due to the occurrence of unforeseen events for which A2S is not responsible, in particular operational disruptions, official measures, non-delivery of supplies to A2S or force majeure, any delivery periods 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.
  4. In these cases, Buyer's claims for damages shall be excluded, except in cases of intent and gross negligence.
  5. If the buyer 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 of EUR 5.00 net per loading meter and working day will be charged. At a minimum, however, the buyer must pay a lump sum for delay amounting to EUR 100. 1 loading meter corresponds to 5.7 cubic meters. This shall not affect Purchaser's right to prove in individual cases that A2S has incurred no or significantly lower damages due to the delay in acceptance. A2S's other rights, in particular the right to withdraw from the purchase contract, shall also remain unaffected.



  1. The prices are net prices plus the currently applicable statutory VAT. The prices do not include customs duties, insurance and other expenses.
  2. From an order value of EUR 2,500.00, we deliver free to the place of use. For order values below EUR 2,500.00, A2S charges 10.0% of the net order value for freight and packaging, but at least EUR 35.00.
  3. Assembly hours are invoiced according to time and effort. The prices are based on A2S's current price list.
  4. Invoices are due for payment immediately and without deduction, unless otherwise agreed. A2S shall be entitled to demand advance payments or securities at Purchaser's expense upon conclusion of the contract.
  5. If Purchaser is in default of payment, A2S shall be entitled to demand default interest in the amount of 8 percentage points above the applicable base interest rate. A2S reserves the right to assert a specific claim for further damages caused by default.
  6. The statutory limitation periods shall apply.



The risk shall pass to Buyer as soon as the goods have been delivered 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.



  1. The warranty period is one year and begins with the handover of the goods.
  2. The target quality of the goods shall be based on the contractual agreements. Unless expressly stipulated, A2S does not assume any no-fault guarantee for this. This also applies in particular to references to DIN standards.
  3. 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 shall only be obliged to provide corresponding information in the event of obvious unsuitability.
  4. Damage caused by incorrect handling by or in the sphere of the purchaser, in particular improper installation and handling, inadequate operation or maintenance. Non-observance of the instructions for use, assembly and/or care, corrosion or normal wear and tear are excluded from the warranty.
  5. Reference is made to § 377 HGB (German Commercial Code).
  6. Obvious transport damage must be reported to A2S immediately upon receipt of the goods. Buyer shall settle the formalities required in this respect with the carrier and, in particular, make all necessary determinations to safeguard rights of recourse against third parties.



  1. A2S shall only be liable for damages that A2S or its vicarious agents have caused intentionally or through gross negligence. In the event of simple negligence, A2S shall only be liable in the event of injury to life, limb or health and the breach of cardinal obligations. A cardinal obligation is an obligation whose fulfillment makes the proper execution of the contract possible in the first place and on whose fulfillment the purchaser regularly relies or may rely.
  2. If A2S is liable for breaches of duty due to simple negligence, its liability shall be limited to the amount of damages typical for contracts of the type in question, which were foreseeable at the time the contract was concluded or at the latest when the breach of duty was committed. This does not apply to injury to life, limb or health.
  3. Claims for damages that do not require fault by law remain unaffected by this.



  1. A2S shall retain title to the delivery item until all payments under the delivery contract have been received. If Purchaser acts in breach of contract, in particular in the event of default of payment, as well as in the event of an application for the opening of insolvency proceedings, ASS shall be entitled to take back the delivery item and Purchaser shall be obliged to surrender it. In the event of seizure or other interventions by third parties, Buyer shall notify ASS immediately in writing.
  2. Purchaser shall adequately insure the goods subject to retention of title against theft, breakage, fire, water and other damage. If Purchaser 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 Purchaser's expense.
  3. Purchaser shall be entitled to resell the delivery item in the ordinary course of business. However, he hereby assigns to A2S all claims accruing to him from the resale against the purchaser or against third parties, regardless of whether the goods subject to retention of title are resold without or after processing. Purchaser shall be authorized to collect these claims even after the assignment. A2S's authorization to collect the claims itself shall remain unaffected; however, ASS undertakes not to collect the claims as long as Purchaser duly meets its payment obligations. A2S may demand that Purchaser informs it of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors of the assignment. If the delivery item is resold together with other goods that do not belong to ASS, Purchaser's claim against the customer shall be deemed assigned in the amount of the delivery price agreed between ASS and Purchaser.
  4. The processing or transformation of items subject to retention of title shall always be carried out by Purchaser for A2S. If the reserved goods are processed or inseparably mixed with other items not belonging to A2S, A2S shall acquire co-ownership of the new item in the ratio of the value of the reserved goods to the other processed or mixed items at the time of processing or mixing. If goods of ASS are combined or inseparably mixed with other movable objects to form a uniform object and if the other object is to be regarded as the main object, it is agreed that Purchaser shall transfer co-ownership to A2S on a pro rata basis, insofar as the main object belongs to it. Purchaser shall hold the ownership or co-ownership for A2S. In all other respects, the same shall apply to the item resulting from the processing, alteration, combination or mixing as to the goods subject to retention of title.
  5. A2S shall be entitled to demand appropriate securities for the proper fulfillment of Purchaser's obligations. A2S undertakes to release the securities to which it is entitled insofar as their value exceeds the claims to be secured by more than 10%, insofar as these have not yet been settled.



  1. If the entire performance becomes impossible for A2S before the transfer of risk due to a circumstance for which A2S is responsible, Purchaser 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, Buyer may only withdraw from the entire contract if he can prove a justified interest in rejecting the partial delivery. Further claims of the Buyer, in particular claims for damages, are excluded in accordance with the provisions of Sections VI and VII.
  2. If the impossibility occurs during the delay in acceptance or through the fault of the buyer, the buyer remains obliged to fulfill the contract.



  1. If Purchaser 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 jurisdiction for all legal disputes, including in the context of a bill of exchange or check process, shall be the registered office of A2S; legal actions against A2S can only be brought there.
  2. All legal relationships between A2S and Buyer arising from or in connection with the business relationship established between A2S and Buyer shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.



  1. Insofar as agreements made between A2S and Buyer are subject to the written form, any amendments or additions made in this respect must also be made in writing to be effective.



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.

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. 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.
  9. Delivery: If specified in our orders, delivery must be made exclusively in accordance with ASS-Einrichtungssysteme GmbH's transportation and packaging instructions for suppliers.
  10. 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.
  11. 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
  12. 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.
  13. 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.
  14. 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).
  15. 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.
  16. 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.
  17. 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.
  18. 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.
  19. 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.
  20. 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.
  21. 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.
  22. 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.