GTCP

General Terms and Conditions of Purchase of TSCNET Services GmbH
(English translation is for convenience purposes only; German-language version “Allgemeine Einkaufsbedingungen von TSCNET Services GmbH” here)

1. Scope

1.1 a. These General Terms and Conditions of Purchase apply to all business transactions entered into between TSCNET Services GmbH (“TSCNET”) and the Contractor if the Contractor is an entrepreneur, a legal person under public law or a special fund under public law, even if the General Terms and Conditions of Purchase are not mentioned in subsequent contracts. They apply in particular to purchase agreements, service contracts and contracts to produce a work.

With regard to their effectiveness and inclusion in the contract, the following order applies:

1.individual agreements of the parties entered into in individual cases,

2. these General Terms and Conditions of Purchase including any Annexes.
3. In the event that individual points in one of the above provisions that are equal in terms of priority are contradictory, the respective version shall apply that assures TSCNET of the further rights or the better performance.

1.2 The following definitions apply:

• Product: means each material good that is the result of a production process
• Service: means each person-centred or material-centred service
• Service contract: means a reciprocal contract where one party is obliged to provide a promised service and the other party is obliged to pay remuneration
• Contract to produce a work: means a reciprocal contract where the contractor is obliged to produce the promised work and the customer is obliged to pay the agreed remuneration.

1.3 Conflicting or additional general terms and conditions of the Contractor or general terms and conditions of the Contractor that vary from these General Terms and Conditions of Purchase shall not become part of the contract, even if TSCNET does not expressly object to them. If TSCNET accepts the delivery/performance without express objection, under no circumstances may a case be derived from this that TSCNET had accepted conflicting, additional or varying terms and conditions of the Contractor.

1.4 This does not affect rights to which TSCNET is entitled in accordance with statutory requirements or in accordance with other agreements that extend beyond these General Terms and Conditions of Purchase.

2. Contractual basis and contract
   formation

2.1 Contracts are only effective if they are concluded in written form in accordance with Section 126 German Civil Code or by simple electronic signature in accordance with Section 127 para. 3 German Civil Code. Orders and their acceptance in text form (e-mail) are valid unless a more stringent form is specified in a contract or by law. Verbal or telephone orders by TSCNET shall only become valid once they are confirmed by TSCNET in writing or by e-mail.

2.2 Failure by TSCNET to respond to the Contractor’s offers, requests or other statements shall not be deemed approval unless this has been agreed upon in writing in advance.

2.3 The Contractor must review the order and notify TSCNET in writing of, in particular, any apparent errors or irregularities.

2.4 Variations in the Contractor’s order confirmation compared to the order shall only be deemed agreed upon if they have been confirmed in writing by TSCNET. The same applies to subsequent contractual amendments.

3. Executing orders/delivery

3.1 The products supplied and services provided by the Contractor must always be in line with the contractual basis, the specifications, the recognised rules of engineering and safety, in particular pursuant to the relevant DIN regulations; any other relevant legal provisions, requirements or directives of authorities and customary due care. In the case of the supply of products, the time of supply or in the case of work performance the time of acceptance and in the case of services the time of their full acceptance is decisive.

3.2 In the absence of agreements to the contrary, deliveries and services are delivered duty paid to the place of business of TCSNET (Incoterms 2010) as the place of performance and fulfilment.

3.3 The Contractor must make available to TSCNET all documents and documentation required for the intended use of its deliveries and services, such as certificates of origin, drawings, plans, operating manuals, technical operating documentation, calculations etc. – on request also on data carriers. Ownership of these shall be with TSCNET.

4. Performance/delivery time, passage of risk and transfer of ownership

4.1 Performance and delivery dates (date and time) are to be agreed with TSCNET and will become binding following agreement.

4.2 Depending on the contract, acceptance of the agreed complete performance, receipt of the defect-free products at the agreed place of destination (section 3.2) or the time of acceptance shall be deemed authoritative with regard to complying with the agreed delivery or performance dates. At these times, the risk of the delivery or performance shall pass to TSCNET.

4.3 Unless otherwise agreed, ownership of the products transfers to TSCNET on delivery of the products to the agreed location. The earlier time is decisive.

4.4 If the Contractor becomes aware that an agreed date cannot be complied with, the Contractor must notify TSCNET of this in text form without delay, stating the reasons and the likely duration of the delay.

4.5 The failure by TSCNET to make available necessary documents and any other material to be supplied shall only constitute a reason that is not the Contractor’s responsibility if the Contractor had issued in text form about the documents and had not received them within a reasonable period. The Contractor undertakes to minimise delays as far as possible by way of suitable measures.

4.6 The unconditional acceptance of delayed performance or delivery does not mean any waiver of any claims for damages or other claims to which TSCNET may be entitled.

4.7 In the event of a delay in the delivery or performance, and following expiry of a reasonable period set by TSCNET without consideration given to culpability on the part of the Contractor, TSCNET shall be entitled to reduce payment and/or to withdraw from the contract in full or in part.

5. Subcontractors and external personnel

5.1 The Contractor must perform the services itself and in its own business. The Contractor may only assign such services to subcontractors or persons who have not entered into an employment relationship with the Contractor (e.g. freelance workers) with TSCNET’s written consent.

5.2 Prior to commissioning a subcontractor,
the Contractor must inform TSCNET in writing of the type and scope of the service and the name and address of the proposed subcontractor.

5.3 If the Contractor deploys subcontractors without TSCNET’s written consent or if the deployed subcontractors are not professional, competent or reliable, TSCNET may set the Contractor a reasonable period in which remedial action must be taken. Following expiry of the deadline without success, TSCNET may cancel the order with the Contractor in full or in part or withdraw from the contract.

5.4 In the event that the Contractor assigns part of the service it is to render to subcontractors or persons used to perform obligations, the conduct of the subcontractor/person used to perform obligations shall be attributed to it as if it were the Contractor’s own conduct (section 278 of the German Civil Code (BGB)).

6. Performance changes and subsequent offers

6.1 Performance changes are defined as changed performances, additional performances, changes to the performance conditions, the delivery time, the performance periods and the elimination of parts of the scope of delivery and performance.

6.2 The provisions of the principal assignment/the order apply to performance changes.

6.3 At TSCNET’s request and subject to the consent of the Contractor, the Contractor will implement performance changes. This does not affect the right to a potential adjustment of the remuneration/performance time in accordance with the terms of the contract.

6.4 If performance changes lead to additional or reduced remuneration, the agreed total price of the delivery and performance scope must be corrected accordingly. The agreements resulting from the principal contract/order apply here. When determining the price of performance changes, the Contractor must adhere to the price level of the principal order.

6.5 Performance changes may only be implemented if they have been ordered/confirmed in writing by TSCNET, and may only be issued by people from TSCNET who are entitled to order performance changes in accordance with the rules set out in the order and/or the contract.

6.6 The conditions of entitlement for the remuneration of performance changes are as follows:

1. a) a difference between the target performance and current performance
2. b) the cause is within TSCNET’s risk area
3. c) TSCNET was notified of the performance change prior to the performance
4. d) the performance was ordered or confirmed by TSCNET, and
5. e) a verifiable subsequent offer has been made.

The Contractor must provide proof that these conditions are met.

6.7 In the event of disagreement between the parties regarding the matter of whether or not the performance requested by TSCNET is already contained in the contractual performance and whether or not a performance change applies, or in the event of differences of opinion regarding the amount of remuneration payable for this and if TSCNET therefore refuses to commission such performance in writing on the merits or based on the amount, the Contractor is nevertheless required to provide the performance provided TSCNET expressly orders this in writing. This does not affect the Contractor’s right to a potential, subsequent redetermination of remuneration.

7. Executing orders/delivery

7.1 TSCNET reserves the right to monitor and review the status of the performance of the product manufacture in accordance with the order and the materials that are to be used in an audit. TSCNET shall give the Contractor reasonable advance notice of audits, carry out audits during the Contractor’s regular business hours, show consideration for the Contractor’s business operations and maintain the Contractor’s confidentiality obligations towards other customers. The Contractor must make all the requested information available to TSCNET’s authorised representative. The reviews conducted by TSCNET do not release the Contractor from its responsibility, liability and warranty.

7.2 The Contractor shall render its services at its own responsibility and with its own right to issue instructions to the persons entrusted with rendering the services. The occupational safety law guidelines issued by TSCNET’s authorised representatives are to be followed. Otherwise rights to issue instructions may only be assigned to TSCNET with express, written agreement. The Contractor must ensure that an authorised person can be reached at all times for the receipt of instructions and for issuing statements.

7.3 TSCNET is entitled to require that the Contractor replaces t  workers (also management personnel if entrusted with rendering the services) if these give reason for complaints as a result of improper work or improper conduct if no changes occur following two requests or notification of defects. Additional costs caused by such replacement shall be borne by the Contractor.

8. Acceptance

8.1 a. The Contractor must provide notification without delay of completion of its performance under a contract to produce a work or service contract, and – in relation to performances under a contract to produce a work – file an application in text form for the formal acceptance at TSCNET’s premises.

1. A notional acceptance is ruled out.

8.2 TSCNET may, in particular, reject the acceptance if the delivery and service has defects that do not limit the contractual use only insignificantly or make it impossible for a succeeding contractor to render its service in accordance with the contract based on the Contractor’s performance. Defects are also understood to mean a relatively large number of minor defects, which in their entirety do not only insignificantly restrict the contractual use.

8.3 At the latest upon acceptance, the Contractor must hand over all documents required for the performance of its delivery and service, in particular acceptance protocols including the entire documentation of the work performed by it and operating instructions.

9. Force majeure

9.1 Serious events beyond the reasonable control of the relevant party, in particular such as force majeure, unlawful industrial action etc., which have unforeseeable consequences with regard to rendering services shall release the parties from their performance obligations for the duration of the disruption and to the extent of the effects caused by the disruption. This is not associated with an automatic end of the contract. The parties undertake to mutually notify each other of such a hindrance without delay and to adjust their obligations in line with the changed circumstances in good faith.

9.2 If a party pleads force majeure for a period in excess of two months with regard to its performance obligations, the other party shall have a right to terminate for cause.

10. Prices, invoicing and payment 

10.1 By concluding the contract, the Contractor confirms that it has learned about all circumstances and factors that exert an influence on the pricing. The agreed prices are net fixed prices and apply up until full performance of the contract. In the absence of express agreements to the contrary, the prices include all services that are the subject matter of contract.

10.2 The invoices must be sent to the invoice address stated in the order, contain specific details regarding subject matter of the invoice, refer to the respective order and facilitate a review using the prices stated in the contract. In addition, the invoices must satisfy the prevailing tax law requirements, in particular those set out in the German Value Added Tax Act. Any invoices not submitted properly shall only be deemed received by TSCNET from the date on which they are corrected.

10.3 a. Unless otherwise agreed, invoices are due for payment within 30 days.

1. The payment period commences on the day of receipt of the proper invoice but not, however, prior to receipt of the defect-free products, acceptance of the performance or, in the event of contractually agreed provision of documentation upon the handover of such documentation.

10.4 TSCNET it is also entitled to offset with counterclaims and to assert rights of retention provided these have their basis in another legal relationship between the Contractor and TSCNET.

11. Provision of documents and other items

11.1 a. If TSCNET provides to the Contractor documents (also in draft stage), software or other items for the performance of the contractual service (hereinafter collectively “items”), TSCNET retains all rights to these, in particular intellectual property rights (IPR) and ownership. On request, these items, including copies irrespective of their physical form as print or in digitally or electronically saved form, are to be surrendered to TSCNET at any time without delay.

1. The Contractor has no right of retention.

11.2 The Contractor undertakes to use these items exclusively for the agreed service or delivery or in accordance with TSCNET’s other requirements, and not to make them available to third parties without prior, written consent from TSCNET.

11.3 Items provided by TSCNET to the Contractor shall be processed or converted by the Contractor on behalf of TSCNET. If such items are processed with other items that are not TSCNET’s property, TSCNET shall acquire co-ownership of the new thing in the proportion of the value of TSCNET’s item to that of the other processed items at the time of processing.

11.4 The Contractor undertakes to treat and store the items provided with due care. The Contractor must insure the items provided at its own cost against damage caused by fire, water or theft at replacement value.

11.5 Products that the Contractor manufactures in full or in part in accordance with TSCNET’s requirements, or using the items provided by TSCNET, may only be used by the Contractor or offered, supplied or otherwise made available to third parties following prior, written consent from TSCNET. This also applies to products that TSCNET has justifiably not accepted, whereby consent pursuant to sentence 1 may not be unreasonably withheld by TSCNET.

12. Rights in the case of defects

12.1 Defects prior to acceptance

1. TSCNET is free to determine the condition of individual services or deliveries prior to acceptance.
2. In the event of identifying demonstrable defects as part of determining the condition, the Contractor is required to rectify the defects within a reasonable period and to furnish TSCNET with proof of rectification.
3. For the sake of clarity, attention is drawn to the fact that no acceptance is associated with determining the condition.

12.2 Notification of Defects

TSCNET must notify the Contractor of visible defects without delay, but at the latest within two days following acceptance of the service or acceptance of the products supplied and must notify the Contractor of hidden defects within two weeks once such defects are discovered. The timely sending of notification of defects in text form is sufficient to safeguard TSCNET’s rights.

12.3 Defect rights in the case of a purchase agreement and a contract to produce a work

If the subject matter of the contract is the purchase or manufacture of products, the following applies in the event of defects of the respective product:

12.3.1 The Contractor warrants that the products and the parts or materials used or the manufacture of the products or for the performance of work in connection with the products

1. a) meet the specifications,
2. b) are correct in the information printed on or otherwise affixed to them,
3. c) are new and unused, consist of faultless material, are processed faultlessly and are free from defects, and
4. d) meet all requirements of the international and national laws and regulations for the design, manufacture, distribution, packaging, labelling, safety standards and use of the products and all related information, warnings, instructions or documents are attached.

12.3.2 In the case of defects, TSCNET shall have the following entitlements, irrespective of the statutory warranty claims:

12.3.2.1 TSCNET may at its own option stipulate as subsequent performance the rectification of the defects or the delivery of defect-free products by the Contractor. The Contractor may reject the type of subsequent performance chosen by TSCNET if this is only possible by way of disproportionately high costs. The expenses required for the purpose of subsequent performance, including the costs for the removal and installation and defect analysis, shall be borne by the Contractor. This also applies if the products, in accordance with their intended use, have been transported to a location other than the delivery address stated by TSCNET following delivery.

12.3.2.2 If the Contractor does not meet its subsequent performance obligation within a reasonable period set by TSCNET, then TSCNET can, at its own discretion and where applicable separately for each defective product,

1. a) rescind the contract and require an already paid purchase price or work wage to be reimbursed; in this case TSCNET shall send the defective products back to the Contractor at the Contractor’s expense;
2. b) require a reduction of the purchase price or work wage in the amount of the reduced value of the defective product,
3. c) in the case of the manufacturing of products, undertake the repairs itself or have them undertaken by third parties at the Contractor’s expense and/or
4. d) require the reimbursement by the Contractor of all costs, expenses, losses and other damage that have arisen for TSCNET as a result of the defective product, unless the Contractor cannot be held responsible for them.

12.3.2.3 Setting the period may be waived if the Contractor seriously and finally refuses or if special circumstances apply, which under consideration of both parties’ interests justify the immediate assertion of the warranty claim. Special circumstances in this sense apply, in particular, in urgent cases in which subsequent performance by the Contractor will in all likelihood not eliminate the impending disadvantage for TSCNET.

12.4 Rights in the event of defective performance

If the subject matter of the contract is the provision of services, in the event of defective performance the following applies:

12.4.1 The Contractor warrants that all services (i) are provided with high professional competence and an appropriate approach, as they are applied by recognised professional providers of similar services, (ii) all applicable laws and regulations are complied with in full and (iii) meet the contractual specifications and are fault-free.

12.4.2 If the services provided differ from the Contractor’s representations and warranties (“defective services”), TSCNET can assert one or more of the following rights at its own discretion:

1. The Contractor must provide the services for TSCNET again free of charge within a reasonable period set by TSCNET or as quickly as possible
2. TSCNET may reduce the remuneration for the defective performance proportionately in relation to the reduction in value
3. in the event of imminent danger, urgent necessity or final refusal of performance by the Contractor, TSCNET may obtain the services from a third party and require reimbursement from the Contractor of all reasonable costs and expenses that have arisen as a result;
4. may terminate the contract and refuse the acceptance of further performance from the contract
5. TSCNET may require the reimbursement by the Contractor of all costs, expenses, losses and other damage that have arisen for TSCNET as a result of the respective defective performance, unless the Contractor cannot be held responsible for them.

12.5 No approval

Accepting the deliveries or services or processing, paying for or re-ordering deliveries or services not yet identified as defective and for which notification of defects has not yet been given does not constitute approval of the delivery or service or any waiver of warranty claims by TSCNET.

12.6 Warranty Period

12.6.1 a. The warranty period for defects or defective performance and the respective rights of TSCNET determined above is two years. It commences upon the handover of the subject matter of the order to TSCNET or its authorised representative or upon acceptance of the work or rendering of the full service.

1. In the case of notification of defects by TSCNET within the warranty period, the warranty claims shall become statute-barred at the earliest six months after notification of defects is given.
2. Defects identified during the guarantee period shall also be covered by the warranty if the defects are only rectified following expiry of the warranty period, e.g. as part of an audit.

12.6.2 a. With regard to delivery parts other than the defective delivery parts that cannot remain in operation during the inspection of the defect and/or the rectification of defects, the ongoing warranty period shall be extended by the duration of the interruption of operations.

1. For subsequently improved parts or replacement parts supplied, the warranty period shall commence afresh upon completion. c. If parts of the system are altered or replaced by other parts as part of the warranty, the Contractor undertakes to also alter or replace the corresponding spare parts at its own expense.

12.6.3 If operations are interrupted during the warranty period, the warranty period shall be extended by the total duration of such interruptions provided they have been caused by defective delivery or performance by the Contractor.

12.7 Further warranties

TSCNET’s claims from any further warranty by the Contractor are not affected.

12.8 Assignment

The Contractor assigns to TSCNET its existing warranty claims against suppliers and subcontractors subject to the condition precedent of insolvency of the Contractor. TSCNET accepts the assignment.

13. Contractor’s liability and insurance

13.1 The Contractor is liable within the framework of the statutory provisions for breaches of obligations and for material, personal and pecuniary damage caused to TSCNET while performing the assignment.

13.2 The Contractor must indemnify TSCNET against claims for damages that third parties assert against TSCNET for damage culpaply inflicted on them  in connection with the performance of the contract by the Contractor or otherwise by the Contractor.

13.3 To cover the liability risks in accordance with this contract, the Contractor must take out and maintain third-party liability insurance with minimum cover for personal injury and property damage of EUR 5 million in each case per damage event, and on request furnish TSCNET with proof of this. The Contractor hereby assigns the claims resulting from the third-party liability insurance including all ancillary rights to TSCNET, which accepts the assignment. If assignment is not permitted in accordance with the insurance policy, the Contractor shall hereby instruct the insurance company to make any payments to TSCNET only.

13.4 It is incumbent upon the Contractor to protect its property at the delivery/performance location up to the passage of risk by way of insurance policies against theft, fire and other damage. The same applies any transportation.

13.5 The Contractor undertakes to appropriately insure material that is provided.

13.6 The above rules also apply if the Contractor uses the services of a person used to perform obligations or vicarious agent.

14. TSCNET’s liability

14.1 TSCNET has unlimited liability for injury to life, body or health. The same applies to intent and gross negligence. TSCNET shall only be liable for slight negligence if material obligations that arise from the nature of the contract and are of particular importance for achieving the contractual purpose are breached. In the case of the breach of such obligations, default and impossibility, TSCNET’s liability is restricted to such damage that must be typically expected to occur under the contract. This does not affect any compulsory, statutory liability for product faults.

14.2 If liability is excluded or restricted, this shall also apply (i) to the personal liability of TSCNET’s employees, workers, representatives, persons used to perform obligations and vicarious agents and (ii) to TSCNET’s liability for breaches of obligations of TSCNET’s persons used to perform obligations and vicarious agents.

15. Third party rights, indemnity against claims by third parties

15.1 The Contractor guarantees that all products and services are free from third-party rights and, in particular, patents, trademarks, distinguishing marks, licences or other third-party rights shall not be violated by use of the products and services.

15.2 The Contractor indemnifies TSCNET against and accordingly holds TSCNET harmless from third-party claims, in particular against any liability, losses, costs including lawyer’s fees, other legal costs and recall costs, as well as due to damage to property or personal injury that arise through defective deliveries and/or services or through the Customer or its persons used to perform obligations or its vicarious agents breaching the contract or through other culpable unlawful acts or omissions by the Contractor or its persons used to perform obligations or vicarious agents.

16. Termination

16.1 a. TSCNET can terminate the contract in writing at any time. The Contractor must end all work under the contract without delay on receipt of the termination.

1. TSCNET will pay the Contractor reasonable compensation for the work in progress that is in existence at the date of termination; this compensation does not, however, cover any lost profit or consequential damage and is not higher than the price of the deliveries or services under the terminated contract.
2. TSCNET can demand that the Contractor hand over deliveries and provide services or hand over the results of services for which TSCNET pays compensation to TSCNET in their current state.

16.2 The right of TSCNET and the Contractor to termination for cause is not affected. Without prejudice to any further statutory rights of termination that may exist, TSCNET may terminate the contract with immediate effect, in particular, if

• the Contractor wholly or partially fails to provide the delivery or service due or falls behind on contractual obligations in full or in part irrespective of a written warning, in each case provided that it constitutes a material breach of contract, which has not been remedied by the Contractor despite the setting of a reasonable deadline.;
• the Contractor culpably fails to fulfil an obligation under the Temporary Employment Act (AÜG);
• the Contractor is threatened with insolvency or liabilities exceeding assets, a petition is filed to open insolvency proceedings against the debtor’s assets, or opening of insolvency proceedings is refused for insufficiency of assets.

16.3 If TSCNET terminates the contract for cause that the Contractor is responsible for, the Contractor shall be entitled to pro rata remuneration for defect-free, self-contained deliveries and services supplied up until that date. The termination does not affect TSCNET’s statutory rights and claims.

16.4 The Contractor must reimburse TSCNET for all damage resulting from the termination for cause, including any consequential damage, unless the Contractor cannot be held re-sponsible for them.

16.5 Any notice of termination must be in text form in order to be effective.

17. Secrecy / data protection/security

17.1 “Confidential information” describes all documents and other documentation and the information contained in them that TSCNET makes available to the Contractor as part of the project, irrespective of the kind of information (texts, drawings, diagrams, photographs etc.) and irrespective of the type of storage medium (written documents, print-outs, CD ROMs, e-mail files, verbal communication etc.). All analyses drawn up on the basis of information of the Contractor or its subcontractors, consultants etc. as part of the project, or other documents, are also deemed confidential information and are to be treated as such.

17.2 Confidential information does not include such information that

1. a) is in the public domain;
2. b) is placed in the public domain without culpability on the part of the Contractor or its employees;
3. c) was demonstrably already available to the Contractor prior to disclosure.

Use of the confidential information is only permitted as part of and for the purpose of carrying out the deliveries and services as per agreement.

17.3 a. The Contractor undertakes with regard to all confidential information to maintain the strictest confidentiality and not to make such information available to third parties. The Contractor is entitled to disclose confidential information to its employees and subcontractors insofar as this is directly required to carry out the deliveries and services as per agreement. The Contractor must ensure by way of a suitable contractual agreements with its employees and subcontractors that they also safeguard confidentiality and refrain from any own utilisation, forwarding etc. of the confidential information.

1. With TSCNET’s written consent, the confidential information may also be made available to external consultants who are subject to professional duty of confidentiality or who assume a comparable duty of confidentiality prior to obtaining the relevant information.

17.4 The obligation to maintain confidentiality does not apply towards courts or authorities if these request information and disclosures from the Contractor within the scope of their competence by way of a compulsory order. In the event of such a request for information, the Contractor shall inform TSCNET without delay.

17.5 TSCNET does not in any way guarantee that third party information that is made available is complete or accurate, and is in no way liable for this. Furthermore, this confidentiality provision does not contain any obligation to disclose certain information.

17.6 Furthermore, the Contractor must treat the conclusion of the contract as confidential. The Contractor is only permitted to refer to the business relationship with TSCNET in advertising materials with TSCNET’s written permission. Reporters, representatives of the press and other interested parties are to be referred to TSCNET’s press department. In addition, the Contractor must ensure confidentiality of economically sensitive and economically relevant information.

17.7 Within one month of a written request by TSCNET, the Contractor shall, at TSCNET’s option, surrender or destroy all confidential information made available to the Contractor as hard copies or in digital form, including all copies made thereof, provided this does not conflict with any statutory obligation or a disproportionately high cost (e.g. in the case of deleting electronic back-up copies created). The Contractor shall notify TSCNET of the destruction.

17.8 The confidentiality shall apply from the first exchange of information for the period of the business relationship or a project between TSCNET and the Contractor, and shall continue to apply for 3 years following the end of the business relationship or the project.

17.9 The Contractor undertakes to comply with the provisions of the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG), to maintain confidentiality and to implement suitable technical and organisational measures to protect the data.

17.10 If the Contractor is granted access to TSCNET’s electronic information or information systems in the course of the implementation of the contractual relationship, the Contractor undertakes to comply with the rules set out in TSCNET’s “Secure Software Development Lifecycle Policy for 3rd Parties” and to place employees and third parties who the Contractor makes use of to execute the contract under obligation to comply with the regulations, and to monitor such compliance.

18. Prohibition of assignment

Assignments and other transfers of rights and obligations of the parties are only permitted with prior, written consent by the other party. This does not affect section 354a of the German Commercial Code (HGB). The Contractor hereby grants its consent to the assignment of TSCNET’s rights and obligations under this contract, providing the assignment is made to a company affiliated to TSCNET within the meaning of sections 15 et seqq. of the German Stock Corporation Act (AktG).

19. Final provisions

19.1 Amendments and additions to these General Terms and Conditions of Purchase must be made in written form in order to be effective. This also applies to the requirement for written form itself.

19.2 In the event that individual provisions of these General Terms and Conditions of Purchase are or become wholly or partially invalid, or should these General Terms and Conditions of Purchase contain a loophole, this shall not affect the validity of the other provisions. In the place of the invalid provision, the valid provision that comes closest to the purpose of the invalid provision shall be deemed agreed. In the event of a loophole, the provision that corresponds to what would have been agreed in accordance with the purpose of these General Terms and Conditions of Purchase if the contracting parties had considered the matter from the outset shall be deemed agreed.

19.3 a. During the handling of disputes, the performance of contractual obligations by the Contractor must not be suspended either in full or in part.

1. Rights of retention are excluded, unless the relevant claims are undisputed or legally enforceable.
2. The defence of uncertainty pursuant to section 321 of the German Civil Code (BGB) is excluded.

19.4 The Contractor is not entitled to use the names, trademarks or distinguishing marks of TSCNET or corresponding confusing distinguishing marks or names without TSCNET’s prior written consent.

19.5 The law of the Federal Republic of Germany applies exclusively to the exclusion of the United Nations Convention on the International Sale of Goods (CISG).

19.6 The location of TSCNET’s registered office is the exclusive place of jurisdiction for all disputes resulting from the business relationship between TSCNET and the Contractor. TSCNET is also entitled to bring legal action at the court with jurisdiction for the location of the Contractor’s registered office and at any other permitted place of jurisdiction.

Munich, May 2022

TSCNET Services GmbH