TANlock GmbH’s General Terms and Conditions of Delivery Applicable to Our Customers (Businesses) 

§ 1 Scope 

(1) All deliveries, services, and offers by the Seller are made exclusively in accordance with these General Terms and Conditions of Delivery. These terms form an integral part of all contracts that the Seller enters into with its contractual partners (hereinafter also referred to as the “Customer”) regarding the deliveries or services it offers. They also apply to all future deliveries, services, or offers to the Customer, even if they are not agreed upon separately again.  

(2) The terms and conditions of the buyer or third parties shall not apply, even if the seller does not specifically object to their applicability in individual cases. Even if the seller refers to a letter that contains or refers to the terms and conditions of the buyer or a third party, this does not constitute consent to the applicability of those terms and conditions.  

§ 2 Offer and Conclusion of Contract 

(1) All offers made by the seller are subject to change and non-binding, unless they are expressly designated as binding or specify a particular acceptance period. The seller may accept orders or contracts within fourteen days of receipt.  

(2) The written sales contract, including these General Terms and Conditions of Delivery, shall be the sole basis for the legal relationship between the Seller and the Customer. This contract fully sets forth all agreements between the contracting parties regarding the subject matter of the contract. Verbal commitments made by the Seller prior to the conclusion of this contract are not legally binding, and any verbal agreements between the contracting parties are superseded by the written contract, unless it is expressly stated in each such agreement that it remains binding.  

(3) Any additions or amendments to the agreements entered into, including these General Terms and Conditions of Delivery, must be in writing to be effective. With the exception of managing directors or authorized signatories, the Seller’s employees are not authorized to enter into any oral agreements that deviate from these terms. Transmission by fax satisfies the written form requirement; otherwise, transmission via telecommunications, in particular by email, is not sufficient.  

(4) Information provided by the seller regarding the subject matter of the delivery or service (e.g., weights, dimensions, utility values, load-bearing capacity, tolerances, and technical data), as well as our representations thereof (e.g., drawings and illustrations), are only approximate unless suitability for the contractually intended purpose requires exact conformity. They do not constitute guaranteed characteristics, but rather descriptions or identifications of the goods or services. Deviations customary in the trade and deviations resulting from legal requirements or constituting technical improvements, as well as the replacement of components with equivalent parts, are permissible provided they do not impair the suitability for the contractually intended purpose. The seller reserves the right to deliver a quantity that is up to 10% more or less than the order quantity, which is customary in the trade.  

(5) The seller reserves ownership or copyright to all offers and cost estimates it has submitted, as well as to any materials made available to the client Drawings, illustrations, calculations, brochures, catalogs, models, tools, and other documents and resources. The buyer may not, without the seller’s express consent, make these items available to third parties—either in their original form or in terms of their content—disclose them, use them (either directly or through third parties), or reproduce them. Upon the Seller’s request, the Client must return all such items to the Seller in their entirety and destroy any copies that may have been made if they are no longer needed by the Client in the ordinary course of business or if negotiations do not result in the conclusion of a contract.  

§ 3 Prices and Payment 

(1) The prices apply to the scope of services and deliveries specified in the order confirmations. Additional or special services will be billed separately. Prices are quoted in euros, ex works, plus packaging, shipping (flat-rate shipping fee), applicable value-added tax, and—for export deliveries—customs duties, fees, and other public charges.  

(2) If the agreed-upon prices are based on the Seller’s list prices and delivery is not scheduled to take place until more than four months after the conclusion of the contract, the Seller’s list prices in effect at the time of delivery shall apply (in each case less any agreed-upon percentage or fixed discount). 

(3) Invoice amounts must be paid within thirty days to be paid in full, unless otherwise agreed in writing. The date of payment shall be determined by the date of receipt by the seller. Checks shall not be considered payment until they have been cashed. If the client fails to pay by the due date, interest of 5% per annum shall accrue on the outstanding amounts from the due date; the right to claim higher interest and further damages in the event of default remains unaffected.  

(4) Offsetting against counterclaims by the client or withholding payments on the basis of such claims is permitted only to the extent that the counterclaims are undisputed or have been established by a final and binding judgment. 

(5) The seller is entitled to make any outstanding deliveries or provide any outstanding services only upon advance or upon provision of security if, after the conclusion of the contract, the seller becomes aware of circumstances that are likely to significantly impair the customer’s creditworthiness and that jeopardize the customer’s ability to pay the seller’s outstanding claims arising from the respective contractual relationship (including from other individual orders covered by the same framework agreement). 

§ 4 Delivery and Delivery Time 

(1) Deliveries are made from the warehouse. 

(2) Any time frames and dates for deliveries and services indicated by the seller are always approximate, unless a fixed time frame or date has been expressly promised or agreed upon. If shipment has been agreed upon, delivery times and The delivery date is the date of handover to the freight forwarder, carrier, or any other third party entrusted with the transport. 

(3) Notwithstanding the Seller’s rights arising from the Customer’s default, the Seller may require the Customer to extend delivery and performance deadlines or postpone delivery and performance dates by the period during which the Customer fails to fulfill its contractual obligations to the Seller. 

(4) The Seller shall not be liable for the impossibility of delivery or for delays in delivery to the extent that these are caused by force majeure or other events that were unforeseeable at the time the contract was concluded (e.g., operational disruptions of any kind, difficulties in procuring materials or energy, transportation delays, strikes, lawful lockouts, shortages of labor, energy, or raw materials, difficulties in obtaining necessary official permits, government measures, or the failure of suppliers to deliver, or to deliver correctly or on time), for which the Seller is not responsible. If such events significantly impede or render impossible the Seller’s delivery or performance and the hindrance is not merely temporary, the Seller is entitled to withdraw from the contract. In the case of temporary impediments, the delivery or performance periods shall be extended, or the delivery or performance dates shall be postponed, by the duration of the impediment plus a reasonable start-up period. To the extent that the Client cannot reasonably be expected to accept the delivery or service as a result of the delay, the Client may withdraw from the contract by immediately notifying the Seller in writing.  

(5) The seller is entitled to make partial deliveries only if 

– the partial delivery is usable by the customer for the purpose specified in the contract, 

– delivery of the remaining ordered goods is guaranteed, and 

– this does not result in any significant additional effort or costs for the client (unless the seller agrees to cover these costs). 

(6) If the Seller is in default of a delivery or performance, or if a delivery or performance becomes impossible for the Seller for any reason whatsoever, the Seller’s liability shall be limited to damages in accordance with § 8 of these General Terms and Conditions of Delivery. 

(7) The return of goods free of defects without a statutory or contractually agreed reason requires our prior consent. In the event of a return of goods that is not required by law, contract, or otherwise, the seller may claim a flat fee equal to 25% of the net invoice amount of the returned goods as lost profits. The buyer is entitled to prove that the seller incurred no damage or only minor damage. In addition to the lost profits, the buyer must bear the costs of restocking the goods at the seller’s facility.  

§ 5 Place of Performance, Shipping, Packaging, Transfer of Risk, Acceptance 

(1) Unless otherwise specified, the place of performance for all obligations arising from the contractual relationship is the seller’s place of business. If the seller is also responsible for installation, the place of performance is the location where the installation is to take place.  

(2) The shipping method and packaging are subject to the seller’s reasonable discretion. 

(3) Risk passes to the customer no later than upon handover of the delivered goods (with the start of the loading process being the determining factor) to the freight forwarder, carrier, or any other third party designated to carry out the shipment. This applies even if partial deliveries are made or if the seller has undertaken other services (e.g., shipping or installation). If shipment or handover is delayed due to a circumstance for which If the cause lies with the buyer, the risk passes to the buyer on the day the goods are ready for shipment and the seller has notified the buyer thereof. 

(4) Storage costs after the transfer of risk shall be borne by the customer. If the seller is responsible for storage, the storage costs shall amount to 0.25% of the invoice amount for the goods to be stored per week that has elapsed. The seller reserves the right to claim and provide evidence of higher or lower storage costs.  

(5) The seller will insure the shipment against theft, breakage, damage during transport, fire, water damage, or other insurable risks only at the buyer’s express request and at the buyer’s expense. 

(6) To the extent that acceptance is required, the purchased item shall be deemed accepted if 

– the delivery and, if the seller is also responsible for installation, the installation has been completed, 

– the seller has notified the client of this, referring to the presumption of acceptance under this Section 5(6), and has requested the client to accept the goods, 

– seven business days have passed since delivery or installation, or the customer has begun using the purchased item (e.g., has put the delivered system into operation), in which case six business days have passed since delivery or installation, and 

– the buyer has failed to accept the goods within this period for a reason other than a defect reported to the seller that renders the use of the purchased goods impossible or significantly impairs such use. 

§ 6 Warranty, Material Defects 

(1) The warranty period is one year from the date of delivery or, if acceptance is required, from the date of acceptance. 

(2) The delivered items must be carefully inspected immediately upon delivery to the customer or to a third party designated by the customer. They shall be deemed accepted unless the seller receives a written notice of defects regarding obvious defects or other defects that were detectable during an immediate, careful inspection, within two business days of delivery of the goods or, otherwise, within two business days of the discovery of the defect, or at any earlier point in time when the defect was recognizable to the buyer during normal use of the goods without further inspection, in the manner specified in § 2 (2), sentence 6. At the Seller’s request, the item subject to the complaint must be returned to the Seller with shipping costs prepaid. If the complaint is justified, the Seller shall reimburse the costs of the most economical shipping method; this does not apply if the costs are increased because the item is located at a place other than the place of intended use.  

(3) In the event of material defects in the delivered items, the seller may, at its discretion, within a reasonable period of time: The seller is initially obligated and entitled to repair the goods or provide a replacement. In the event of failure—that is, if repair or replacement is impossible, unreasonable, refused, or unreasonably delayed—the buyer may rescind the contract or reduce the purchase price accordingly.  

(4) If a defect is attributable to the seller’s fault, the client may claim damages under the conditions set forth in § 8. 

(5) In the event of defects in components from other manufacturers that the seller cannot remedy for licensing or practical reasons, the seller shall, at its discretion, fulfill its warranty obligations assert such claims against the manufacturers and suppliers on behalf of the Customer or assign them to the Customer. Warranty claims against the Seller for such defects shall exist—subject to the other conditions and in accordance with these General Terms and Conditions of Delivery—only if the judicial enforcement of the aforementioned claims against the manufacturer and supplier has been unsuccessful or, for example due to insolvency, is futile. For the duration of the legal dispute, the statute of limitations on the customer’s relevant warranty claims against the seller is suspended.  

(6) The warranty shall be void if the customer modifies the delivered item or has it modified by a third party without the seller’s consent, and this makes rectification of the defect impossible or unreasonably difficult. In any case, the customer shall bear the additional costs incurred in rectifying the defect as a result of the modification.  

(7) Any delivery of used items agreed upon with the client on a case-by-case basis is made without any warranty for material defects. 

§ 7 Intellectual Property Rights 

(1) Subject to the provisions of this Section 7, the Seller warrants that the delivered item is free fromindustrial property rights or copyrights of third parties. Each party shall immediately notify the other party in writing if any claims are asserted against it for infringement of such rights.  

(2) In the event that the delivered item infringes a third party’s industrial property right or copyright, the Seller shall, at its option and at its own expense, either modify or replace the delivered item in such a way that no third-party rights are infringed but the delivered item continues to fulfill the contractually agreed functions, or secure the right of use for the Customer by entering into a license agreement. If the Seller fails to do so within a reasonable period of time, the Customer is entitled to rescind the contract or to reduce the purchase price appropriately. Any claims for damages by the Customer are subject to the limitations set forth in § 8 of these General Terms and Conditions of Delivery.  

(3) In the event of infringements caused by products from other manufacturers supplied by the Seller, the Seller shall, at its discretion, either assert its claims against the manufacturers and upstream suppliers on behalf of the Customer or assign such claims to the Customer. In such cases, claims against the Seller shall exist in accordance with this Section 7 only if the judicial enforcement of the aforementioned claims against the manufacturers and upstream suppliers has been unsuccessful or, for example due to insolvency, is futile.  

§ 8 Liability for Damages Due to Fault 

(1) The Seller’s liability for damages, regardless of the legal basis—in particular arising from impossibility of performance, delay, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations, and tort—is limited in accordance with this Section 8, to the extent that such liability depends on fault. 

(2) The Seller shall not be liable in the event of simple negligence on the part of its officers, legal representatives, employees, or other agents, provided that such negligence does not constitute a breach of material contractual obligations. Essential to the contract are the obligation to deliver and install the delivered item free of material defects in a timely manner, as well as duties of consultation, protection, and care intended to enable the customer to use the delivered item in accordance with the contract or to protect the life or physical well-being of the customer’s personnel or to protect the customer’s property from significant damage.  

(3) To the extent that the seller is liable for damages on the merits pursuant to § 8 (2), such liability is Limited to damages that the seller foresaw at the time the contract was concluded as a possible consequence of a breach of contract, or that the seller should have foreseen had the seller exercised the care customary in the trade. Indirect and consequential damages resulting from defects in the delivered goods are, furthermore, compensable only to the extent that such damages are typically to be expected when the delivered goods are used for their intended purpose.  

(4) In the event of liability for ordinary negligence, the Seller’s obligation to compensate for property damage and any resulting financial losses is limited to EUR 5,000,000 per claim (corresponding to the current coverage limit of its product liability insurance or general liability insurance), even if the breach involves a material breach of contract. 

(5) The foregoing exclusions and limitations of liability apply to the same extent in favor of the Seller’s officers, legal representatives, employees, and other agents. 

(6) To the extent that the seller provides technical information or acts in an advisory capacity, and such information or advice is not part of the contractually agreed scope of services owed by the seller, it is provided free of charge and without any liability. 

(7) The limitations set forth in this Section 8 do not apply to the seller’s liability for intentional conduct, for guaranteed characteristics, for injury to life, body, or health, or under the Product Liability Act. 

§ 9 Retention of Ownership 

(1) The retention of title agreed upon below serves to secure all of the Seller’s current and future claims against the Buyer arising from the supply relationship between the contracting parties (including balance claims arising from a checking account relationship limited to this supply relationship). 

(2) The goods delivered by the seller to the buyer remain the property of the seller until all secured claims have been paid in full. The goods, as well as any goods that replace them pursuant to this clause and are subject to the retention of title, are hereinafter referred to as “goods subject to retention of title.”  

(3) The buyer shall store the goods subject to retention of title for the seller at no charge. 

(4) The buyer is entitled to process and sell the goods subject to retention of title in the ordinary course of business until the event triggering disposal (paragraph 9) occurs. Pledges and Transfers of ownership as security are not permitted. 

(5) If the goods subject to retention of title are processed by the buyer, it is agreed that the processing shall be carried out in the name and on behalf of the seller as the manufacturer, and that the seller shall immediately acquire ownership or—if the processing involves materials belonging to multiple owners or if the value of the processed item exceeds the value of the goods subject to retention of title—co-ownership (fractional ownership) in the newly created item in proportion to the value of the goods subject to retention of title relative to the value of the newly created item. In the event that the seller does not acquire such ownership, the buyer hereby transfers its future ownership or—in the aforementioned proportion—co-ownership of the newly created item to the seller as security. If the goods subject to retention of title are combined with other items to form a single item or are inseparably mixed with them, and if one of the other items is to be regarded as the principal item, the seller shall, to the extent that the principal item belongs to the seller, transfer to the buyer a proportionate share of co-ownership in the single item in the ratio specified in the first sentence.  

(6) In the event of the resale of the goods subject to retention of title, the buyer hereby assigns, by way of security, the resulting claim against the purchaser—in the event of the seller’s co-ownership of the goods subject to retention of title, on a pro rata basis corresponding to the seller’s share of co-ownership—to the seller. The same applies to other claims that take the place of the goods subject to retention of title or otherwise arise in connection with such goods, such as insurance claims or claims arising from tort in the event of loss or destruction. The seller revocably authorizes the buyer to collect the claims assigned to the seller in the buyer’s own name. The seller may revoke this authorization to collect only in the event of realization.  

(7) If third parties seize the goods subject to retention of title—in particular through attachment—the buyer shall immediately notify them that the goods are the property of the seller and inform the seller thereof, so as to enable the seller to enforce its ownership rights. If the third party is unable to reimburse the seller for the judicial or extrajudicial costs incurred in this connection, the buyer shall be liable to the seller for such costs.  

(8) Upon request, the Seller shall, at its discretion, release the goods subject to retention of title, as well as any items or claims that have taken their place, to the extent that their value exceeds the amount of the secured claims by more than 50%. 

(9) If the seller withdraws from the contract due to the buyer’s breach of contract—in particular, default in payment (event triggering the right to dispose of the goods)—the seller is entitled to demand the return of the goods subject to retention of title. 

§ 10 Final Provisions 

(1) The place of jurisdiction for any disputes arising from the business relationship between the Seller and the Customer shall be, at the Seller’s discretion, either the Seller’s place of business or the Customer’s place of business. For actions brought against the Seller, the Seller’s place of business shall be the exclusive place of jurisdiction. Mandatory statutory provisions regarding exclusive places of jurisdiction remain unaffected by this provision.  

(2) The relationship between the Seller and the Customer is governed exclusively by the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) does not apply.  

Note: As specified in the scope of application, our Terms and Conditions apply only to businesses. Consumers whose habitual residence is abroad have Of course, they always have the right to invoke the laws of the country in which they reside. 

(3) If the contract or these General Terms and Conditions of Delivery contain any gaps, the legally valid provisions that the contracting parties would have agreed upon in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Delivery had they been aware of the gap shall be deemed agreed upon to fill such gaps. 

Note: 

The Customer acknowledges that the Seller stores data arising from the contractual relationship in accordance with Section 28 of the Federal Data Protection Act for the purpose of data processing and reserves the right to disclose such data to third parties (e.g., insurance companies) to the extent necessary for the performance of the contract. 

General Terms and Conditions of Purchase of TANlock GmbH 

§ 1 Scope 

(1) All deliveries, services, and offers from our suppliers are made exclusively in accordance with these General Terms and Conditions of Delivery. These terms and conditions form an integral part of all contracts we enter into with our suppliers regarding the deliveries or services they offer. They also apply to all future deliveries, services, or offers to the customer, even if they are not specifically agreed upon again.  

(2) The terms and conditions of our suppliers or third parties shall not apply, even if we do not specifically object to their applicability in individual cases. Even if we refer to a letter that contains or refers to the terms and conditions of a supplier or a third party, this does not constitute agreement to the applicability of those terms and conditions.  

(3) The seller warrants that it will comply with the applicable accident prevention regulations within its own operations and meet the applicable safety regulations. 

§ 2 Orders and Contracts 

(1) Unless our offers expressly specify a period of validity, we remain bound by them for one week after the date of the offer. The timely acceptance of an offer is determined by the date we receive the declaration of acceptance.  

(2) We are entitled to change the time and place of delivery, as well as the type of packaging, at any time by providing written notice at least 7 calendar days prior to the agreed-upon delivery date. The same applies to changes in product specifications, provided that these can be implemented as part of the supplier’s normal production process without significant additional effort; in such cases, the notice period specified in the preceding sentence shall be at least 1 week. We will reimburse the supplier for any proven and reasonable additional costs incurred as a result of the change. If such changes result in delivery delays that cannot be avoided with reasonable effort within the supplier’s normal production and business operations, the originally agreed-upon delivery date shall be postponed accordingly. The supplier shall notify us in writing of the additional costs or delivery delays it anticipates based on a careful assessment, in a timely manner prior to the delivery date, but no later than 3 business days after receipt of our notice pursuant to sentence 1.  

(3) We are entitled to terminate the contract at any time by written notice stating the reason if, due to circumstances that arose after the contract was concluded, we can no longer use the ordered products in our business operations. In this case, we will compensate the supplier for the partial performance it has provided.  

(4) The supplier is required to deliver the goods in accordance with TANlock’s current production specifications (sketches, drawings, and other specifications) GmbH, provided that the goods are to be manufactured in accordance with the agreement based on drawings, sketches, or specifications. This also includes agreed-upon specifications regarding the design of labels and packaging. The supplier is obligated, prior to the start of production, to inquire latest version of the production specifications for TANlock. Goods manufactured based on older documentation and therefore deviating from the specifications in the current documentation (sketches, drawings, other specifications) may be considered defective for this reason.  

§ 3 Prices, Payment Terms, Invoice Information 

(1) The price stated in the order is binding. 

(2) Unless otherwise agreed in writing, the price includes delivery and transportation to the shipping address specified in the contract, including packaging. 

(3) If, under the terms of the agreement, the price does not include packaging and the compensation for the packaging—which is not merely provided on loan—is not expressly specified, it shall be billed at the verifiable cost price. At our request, the supplier must take back the packaging at its own expense.  

(4) For payments owed by us to be considered timely, it is sufficient for our bank to receive our transfer order. 

(5) All order confirmations, shipping documents, and invoices must include our order number, the item number, the quantity to be delivered, and the shipping address. If one or more of these details are missing and this causes a delay in our processing of the order within the scope of our normal business operations, the payment terms specified in paragraph 4 shall be extended by the duration of the delay. 

(6) In the event of late payment, we are entitled to charge late-payment interest at a rate of five percentage points above the base rate pursuant to § 247 of the German Civil Code (BGB). 

§ 4 Delivery Time and Delivery; Transfer of Risk 

(1) The delivery time (delivery date or period) specified in the order is binding. Early deliveries are not permitted.  

(2) The supplier is required to notify us immediately in writing if circumstances arise or become apparent that would prevent the delivery deadline from being met. 

(3) If the latest date by which delivery must take place can be determined based on the contract, the supplier shall be in default as of the end of that day, without the need for a reminder from us. 

(4) In the event of a delay in delivery, we are entitled to all statutory remedies without restriction, including the right to rescind the contract and the right to claim damages in lieu of performance after a reasonable grace period has expired without result. 

(5) The supplier is not authorized to make partial deliveries without our prior written consent. 

6) Even if shipment has been agreed upon, the risk does not pass to us until the goods are delivered to us at the agreed-upon destination. 

§ 5 Protection of Property Rights 

(1) We reserve ownership or copyright in orders and contracts placed by us, as well as in drawings, illustrations, calculations, descriptions, and other documents provided to the supplier. The supplier may not make them available to third parties without our express consent, nor disclose, use, or reproduce them, either directly or through third parties. Upon our request, the supplier must return all such documents to us in their entirety if they are no longer needed by the supplier in the ordinary course of business or if negotiations do not result in the conclusion of a contract. Any copies made by the supplier must be destroyed in this case; the only exceptions to this are retention in accordance with statutory retention obligations and the storage of data for backup purposes as part of standard data backup procedures.  

(2) Tools, fixtures, and models that we make available to the supplier or that are manufactured for the purposes of this contract and for which the supplier charges us separately shall remain our property or shall become our property. The supplier must mark them as our property, store them carefully, insure them against damage of any kind, and use them only for the purposes of this contract. Unless otherwise agreed, the parties shall each bear half of the costs of maintaining and repairing these items. However, to the extent that these costs are attributable to defects in such items manufactured by the supplier or to improper use by the supplier, its employees, or other agents, they shall be borne solely by the supplier. The supplier shall notify us immediately of any damage to these items that is not merely minor. Upon request, the supplier is obligated to return these items to us in proper condition if they are no longer needed by the supplier to fulfill the contracts concluded with us.  

(3) The supplier’s retention of title shall apply only to the extent that it relates to our obligation to pay for the respective products for which the supplier reserves title. In particular, extended or prolonged retention of title is not permitted. 

§ 6 Warranty Claims 

(1) In the event of defects, we are entitled to the full scope of statutory remedies. 

(2) Notices of quality and quantity discrepancies shall in any case be deemed to have been given in a timely manner if we notify the supplier within 5 business days of our receipt of the goods. Notices of hidden material defects shall in any case be deemed to have been given in a timely manner if the supplier is notified within 5 business days of their discovery.  

(3) Our acceptance or approval of submitted samples or specimens does not constitute a waiver of warranty claims. 

(4) The statute of limitations on warranty claims is suspended upon the supplier’s receipt of our written notice of defects. In the event of a replacement delivery or rectification of defects, the warranty period for replaced and repaired parts shall begin anew, unless we had reason to believe, based on the supplier’s conduct, that the supplier did not consider itself obligated to take such action, but rather carried out the replacement delivery or rectification of defects solely as a gesture of goodwill or for similar reasons.  

§ 7 Product Liability 

(1) The supplier is liable for all claims asserted by third parties for personal injury or property damage attributable to a defective product supplied by the supplier, and is obligated to indemnify us against any resulting liability. If we are required to conduct a product recall involving third parties due to a defect in a product supplied by the supplier, the supplier shall bear all costs associated with the recall.  

(2) The supplier is required to maintain, at its own expense, product liability insurance with sufficient coverage at all times; unless otherwise agreed in individual cases, such coverage need not include the risk of product recalls or punitive or similar damages. Upon request, the supplier shall provide us with a copy of the liability insurance policy at any time.  

§ 8 Intellectual Property Rights 

(1) The supplier warrants that its delivery does not infringe any third-party intellectual property rights in countries of the European Union, North America, or other countries in which it manufactures the products or has them manufactured. 

(2) The supplier is obligated to indemnify us against all claims asserted against us by third parties arising from the infringement of industrial property rights referred to in paragraph 1, and to reimburse us for all necessary expenses incurred in connection with such claims. This obligation applies regardless of whether the supplier is at fault.  

§ 9 Replacement Parts 

(1) The supplier is required to maintain a stock of replacement parts for the products delivered to us for a period of at least 3 years following delivery. 

(2) If the supplier intends to discontinue production of replacement parts for the products delivered to us, it shall notify us of this immediately after the decision to discontinue production is made. Subject to paragraph 1, this decision must be made at least 6 months before production is discontinued.  

§ 10 Confidentiality 

(1) The supplier is obligated to comply with the terms and conditions of the order as well as all information and documents provided for this purpose (with the exception of publicly available Information) for a period of 10 years after the conclusion of the contract and to use it solely for the purpose of fulfilling the order. Upon completion of inquiries or after processing orders, the customer shall return such information to us immediately upon request.  

(2) Without our prior written consent, the supplier may not refer to the business relationship in promotional materials, brochures, etc., nor may it display items delivered to us. 

(3) The supplier shall require its subcontractors to comply with this Section 10. 

§ 11 Assignment 

The supplier is not authorized to assign its claims arising from the contractual relationship to third parties. This does not apply to monetary claims.  

§ 12 Place of Performance, Jurisdiction, Governing Law 

(1) The place of performance is 91166 Georgensgmünd. 

(2) The place of jurisdiction for any disputes arising from the business relationship between TANlock and the supplier shall be, at TANlock’s discretion, either the supplier’s place of business or TANlock’s place of business.. For Lawsuits Against TANlock , the place of jurisdiction is TANlock’s registered office Exclusive jurisdiction. Mandatory statutory provisions regarding exclusive jurisdiction remain unaffected by this provision.  

(3) The contracts concluded between us and the supplier are governed by the laws of the Federal Republic of Germany, to the exclusion of the Convention on Contracts for the International Sale of Goods (CISG). 

As of March 18, 2025 

The company is a limited liability company with its registered office in Georgensgmünd, 

Nuremberg Registry Court, HRB 28938. 

TANlock GmbH 

Handwerkstraße 1 

D-91166 Georgensgmünd 

Germany 

Phone: +49 9175 7909 152

E-mail: info@tanlock.com 

http: www.tanlock.com 

Managing Directors: Jürgen Sept, Dr. Frank Schütz