General Terms and Conditions of Purchase
1. validity
1.1 All orders placed by Wall Universe GmbH shall be made exclusively on the basis of these General Terms and Conditions of Purchase.
1.2 Other terms and conditions not set forth in these General Terms and Conditions of Purchase shall not become part of the contract, even if Wall Universe GmbH does not expressly object to them. Nor shall acceptance of the delivery/service without express objection imply acceptance of the supplier's terms and conditions of delivery.
1.3 These General Terms and Conditions of Purchase shall apply to all present and future orders for deliveries and services within the scope of the business relationship existing between Wall Universe GmbH and third parties (hereinafter referred to as "Supplier").
2 Conclusion of Contract
2.1 All orders placed by Wall Universe GmbH shall be made on the basis of a "Purchase Order". Purchase Orders must specify the type, quantity/number of items to be delivered, the individual prices as well as the resulting total price per delivery, and, if applicable, payment and delivery terms and delivery periods that deviate from these General Terms and Conditions of Purchase.
2.2 Orders shall be accepted by the Supplier in text form or in writing (including fax) without undue delay, however, no later than within 3 working days after receipt. Any confirmations received later or deviating from the order shall be deemed a new offer which must be accepted by Wall Universe GmbH within a reasonable period of time.
2.3 Orders and other declarations made by Wall Universe GmbH shall not be binding until they have been made in writing or until oral orders or declarations have been confirmed in writing. Individual contractual agreements made after conclusion of the contract shall remain unaffected.
2.4 Wall Universe GmbH shall be entitled to demand changes to the delivery item even after conclusion of the contract, as long as this is reasonable for the supplier. When examining the reasonableness, reasonable consideration shall be given in particular to the effects of the change with respect to additional or reduced costs as well as the delivery date. If the change of the delivery item leads to a reduction and/or cancellation of the originally ordered delivery item, a claim to the agreed remuneration shall nevertheless arise; however, the Supplier may have credited to it that which it saves in expenses due to the change of the delivery item or acquires or maliciously refrains from acquiring through other use of the delivery item.
2.5 Partial deliveries shall only be accepted if expressly agreed. In the event of an agreed partial delivery, the remaining quantity shall be listed.
3. delivery conditions, transfer of risk
3.1 The agreed delivery dates are binding.
3.2 The receipt of the goods at the place of receipt specified by Wall Universe GmbH shall be decisive for compliance with the delivery date or delivery period, unless acceptance of the delivery item has been agreed; in this case, acceptance of the delivery item by Wall Universe GmbH shall be decisive.
3.3 If the supplier realizes that an agreed delivery date cannot be met, regardless of the reason, the supplier shall notify Wall Universe GmbH immediately, stating the reasons and the expected duration of the delay (at least in text form).
3.4 In the event of a delay in delivery, Wall Universe GmbH shall be entitled, after the unsuccessful expiration of a reasonable deadline set by Wall Universe GmbH, to procure a replacement for the delayed service/delivery elsewhere at the supplier's expense. The statutory rights of Wall Universe GmbH in the event of a delay in delivery shall remain unaffected.
3.5 The supplier may only invoke the absence of necessary documents or information/data to be provided by Wall Universe GmbH if it has sent a written reminder for these and has not received them within a measured period of time.
3.6 Wall Universe GmbH shall only accept the ordered quantities or numbers of items. Wall Universe GmbH shall not be obligated to accept partial, excess or short deliveries that have not been agreed upon. The values determined by Wall Universe GmbH during the incoming inspection shall be decisive for quantities, masses and weights, unless the supplier proves that these values are incorrect.
3.7 The risk of accidental loss or deterioration of the object of performance/delivery shall be borne by the supplier in the case of delivery until receipt at the place of receipt specified by Wall Universe GmbH, and in the case of other services until acceptance.
3.8 The goods shall be packed in such a way that transport damage is avoided. Packaging materials shall be used only to the extent necessary to achieve this purpose and in compliance with the applicable legal provisions for the return of packaging.
3.9 The Supplier undertakes to pay a contractual penalty in the event of non-compliance with the delivery date for which it is responsible; the contractual penalty shall be based on the net value of the respective delayed delivery item and shall amount to 1% per week or part thereof of non-compliance with the delivery date, up to a maximum of 10% of the net value of the delayed delivery item, and its amount shall be justified by the above-average loss in value of mobile telephones. The contractual penalty may be claimed in addition to performance.
3.10. The right of Wall Universe GmbH to claim damages in accordance with the statutory provisions (§§ 280, 286 BGB) due to non-compliance with the delivery date shall remain unaffected. Any contractual penalty shall be credited against the damages.
3.11. If the supplier is in default with two deliveries during the term of the contract, Wall Universe GmbH shall be entitled to withdraw from the affected order without notice.
4 Industrial Property Rights
4.1 The supplier warrants that the delivery items do not infringe upon the rights of third parties.
4.2 In the event that Wall Universe GmbH infringes upon the industrial property rights of third parties through the use or sale of the delivery item, the supplier shall be obligated to compensate Wall Universe GmbH for all damages arising therefrom if the supplier is responsible for the infringement of such industrial property rights.
4.3 In such a case, Wall Universe GmbH shall also be entitled to obtain the necessary authorization from the owner of the industrial property right at the supplier's expense if and to the extent that the supplier fails to procure such authorization for Wall Universe GmbH within a reasonable period of time set by Wall Universe GmbH and the costs thereof would not exceed the damages to be compensated by the supplier pursuant to sentence 1. Wall Universe GmbH's rights under this clause 4.2 shall only exist to the extent that Wall Universe GmbH has informed the supplier without undue delay of a claim by a third party for infringement of industrial property rights by Wall Universe GmbH, has not acknowledged such claim without the supplier's consent, and has not entered into a settlement of such claims with the third party.
4.4 The right of Wall Universe GmbH to withdraw from the contract if the legal requirements are met shall remain unaffected.
5. Prices
5.1 The prices agreed upon in the respective Purchase Orders are fixed prices exclusive of value-added tax.
5.2 Unless expressly agreed in a Purchase Order, the agreed prices shall include all ancillary costs (including transport, insurance, customs and packaging) and shall be understood to be free to the shipping address or receiving point specified by us (CIP -Carriage Insurance Paid, Incoterms 2000). Unless otherwise agreed between the contracting parties, the place of delivery shall be Ulmen.
5.3 Each delivery shall be accompanied by delivery bills with detailed information on the contents as well as complete order identification. As long as these details are missing or incomplete, the delivery item shall be stored at the supplier's expense and risk at the specified receiving point or at Wall Universe GmbH.
6 Invoices and Payments
6.1 Invoices shall be issued after contractual delivery/service for each order, stating the order number, date of order, type, number and individual prices of the delivery items, and shall be submitted to Wall Universe GmbH. If this information is missing, incorrect or incomplete, the invoice shall not be due.
6.2 Unless expressly agreed otherwise in a Purchase Order, Wall Universe GmbH shall make payment within 30 days net without deductions after receipt of the delivery or performance of the service as well as presentation of the related documents and proper invoicing. The costs of international payment transactions shall be borne by the supplier. In the event of premature delivery, these periods shall commence at the earliest on the contractually agreed delivery or completion date.
6.3 In the event of default in payment, Wall Universe GmbH shall be obligated to pay interest at a rate of 2% above the prime rate of the European Central Bank.
6.4 The supplier shall not be entitled to set-off against other payment claims; the supplier shall have no right of retention due to other payment claims which do not arise from the same Purchase Order.
7 Warranty
7.1 The supplier warrants that the delivery/service is free of defects, that warranted characteristics exist, and that the delivery/service complies with the intended use, the technical specifications of Wall Universe GmbH communicated at the time of the order, the state of the art, and the relevant provisions, standards and regulations of the authorities and trade associations.
7.2 Wall Universe GmbH shall notify any obvious defects in the delivery/service in writing without delay as soon as they are discovered in the ordinary course of business, but no later than 10 calendar days after receipt of the delivery/service by Wall Universe GmbH. Hidden defects shall be deemed to have been notified in a timely manner if the notification is made within 10 working days of the discovery of the defect.
7.3 Defects in the delivery/service notified during the warranty period shall be remedied by the supplier upon request without delay and free of charge, including all ancillary costs, at the discretion of Wall Universe GmbH, either by repair or replacement of the defective parts or by new delivery. Wall Universe GmbH shall also be entitled to withdraw from the contract, reduce the purchase price or claim damages in accordance with the statutory provisions.
7.4 If the supplier fails to comply with obligations arising from liability for defects within a reasonable period of time set by Wall Universe GmbH, Wall Universe GmbH may take the necessary measures itself or have them taken by third parties at the expense and risk of the supplier. Wall Universe GmbH shall also be entitled to this right if it is not possible for Wall Universe GmbH to grant the supplier a grace period due to particular urgency; in this case, Wall Universe GmbH shall inform the supplier thereof prior to remedying the defect.
7.5 The warranty period shall be 2 years, unless expressly agreed otherwise. The warranty period shall commence upon handover of the delivery item to Wall Universe GmbH or the third party designated by Wall Universe GmbH at the place of receipt or use specified by Wall Universe GmbH. For spare parts or repaired parts delivered within the scope of the supplier's statutory warranty obligation, the warranty period shall be 2 years after installation/commissioning. The warranty period for spare parts and repaired parts ends 3 years after delivery at the latest.
7.6 For delivery items that could not remain in operation during the investigation of a defect and/or the repair of a defect, a current warranty period shall be extended by the time of the interruption of operation.
7.7 If a claim is made against Wall Universe GmbH on the basis of domestic or foreign product liability regulations or laws, the supplier shall be obligated to indemnify us upon first request from third-party claims for compensation to the extent that the supplier is responsible for the product defect giving rise to the liability. The indemnification shall also include the costs of Wall Universe GmbH as well as the costs of any recall action, including precautionary recall actions. § Section 426 of the German Civil Code shall remain unaffected.
8 Liability, Force Majeure
8.1 Wall Universe GmbH shall be liable without limitation under the Product Liability Act, in the event of fraudulent concealment of defects, for damages arising from injury to life, limb or health, in the event of intent, or insofar as it has assumed a guarantee for the quality of the item.
8.2 In the event of a breach of material rights or obligations arising from the content and purpose of the contract, Wall Universe GmbH shall be liable without limitation in the event of gross negligence.
8.3 In the event of a grossly negligent breach of non-essential rights and obligations under the contract, Wall Universe GmbH's liability shall likewise be limited to compensation for foreseeable damage typical of the contract, without compensation for indirect or consequential damage or lost profits.
8.4 In the event of simple negligence, Wall Universe GmbH's liability shall be limited to the foreseeable damage typical for the contract, without compensation for indirect or consequential damage or loss of profit, up to a maximum of € 10,000 per claim. Except in the cases specified in clauses 8.1 and 8.4, Wall Universe GmbH shall not be liable for damages caused by simple negligence.
8.5 The above limitations of liability and exclusions shall also apply to the liability of simple vicarious agents and/or assistants of Wall Universe GmbH.
8.6 Any further liability of Wall Universe GmbH shall be excluded.
8.7 Unforeseen events beyond the control of Wall Universe GmbH, such as war, threat of war, riot, use of force by third parties against persons and property, sovereign intervention, labor disputes at Wall Universe GmbH or Wall Universe GmbH's customers, fire, interruption of scheduled transport connections, as well as shortages of raw materials and energy, which prevent Wall Universe GmbH from accepting or delivering the service/delivery. Wall Universe GmbH shall be entitled to postpone acceptance or receipt of the service/delivery accordingly and shall be in default of acceptance. In such cases, Wall Universe GmbH shall be released from the obligation to accept the ordered delivery/service in whole or in part and shall be entitled to withdraw from the contract if the delivery/service cannot be accepted due to the delay.
9. secrecy
9.1 The contracting parties shall use all information requiring secrecy (including information given orally or by telephone) and materials, even if these are not expressly marked as requiring secrecy or confidential, which they obtain from the other contracting party in connection with a transaction negotiated or concluded under these General Terms and Conditions of Purchase (hereinafter collectively referred to as Information) exclusively for the purpose of the cooperation.
9.2 You shall treat such information as confidential and not make it available to third parties. Excluded from this is the disclosure of information to employees who are deployed by them within the framework of the cooperation or the disclosure to persons who must receive information about the cooperation (hereinafter collectively referred to as "vicarious agents"). These vicarious agents shall be obligated by the respective contractual partner to maintain secrecy in the same manner as the respective contractual partner before the information is passed on.
9.3 Information shall be excluded from the non-disclosure agreement,
- which is publicly accessible or was already known to the contractual partners;
- which has been developed independently and autonomously by one contractual partner without having known or used similar information to the other contractual partner;
- which has been disclosed by a third party who is the owner and is not subject to any confidentiality obligation;
- which must be disclosed due to legal provisions or orders of governmental bodies, but not before the facts have been notified in writing to the other contracting party.
10 Export Restrictions and Tax Liabilities
10.1 The Supplier undertakes to comply with the relevant import and export laws and the tax laws of the Federal Republic of Germany and the EU.
11 Final Provisions
11.1 Should individual provisions of these General Terms and Conditions of Purchase or of a contract be or become invalid, this shall not affect the validity of the remaining provisions. The ineffective provision shall be replaced by the contracting parties by mutual agreement by such provision which comes closest to the economic sense and purpose of the ineffective provision in a legally effective manner. The above provision shall apply mutatis mutandis in the event of loopholes.
11.2 The supplier shall not be entitled to assign the contract or individual orders or significant parts thereof to third parties without the prior written consent of Wall Universe GmbH.
11.3 The assignment of claims against Wall Universe GmbH shall only be permitted with the written consent of Wall Universe GmbH. § Section 354 a of the German Civil Code shall remain unaffected.
11.4 Any retention of title shall cease to apply to deliveries and/or services paid for.
11.5 If insolvency proceedings are opened against the assets of the supplier or if an opening is rejected for lack of assets, Wall Universe GmbH shall be entitled to withdraw from the contract without setting a deadline.
11.6 Unless expressly agreed otherwise, the place of performance for the delivery obligation shall be Ulmen.
11.7 The place of jurisdiction for all disputes arising from the contractual relationship shall be Ulmen. Wall Universe GmbH shall, however, have the right to sue the supplier at its general place of jurisdiction.
11.8 The law of the Federal Republic of Germany shall apply. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.
General Terms and Conditions of Sale
1. Scope of application
1.1. The following terms and conditions of delivery and payment apply to all current and future orders placed with Wall Universe and are an integral part of every contract concluded with Wall Universe GmbH.
1.2. Deviating terms and conditions that are not set out in these General Terms and Conditions shall be deemed not to be included, even if they are known. They must be expressly agreed in writing to be effective.
1.3. On the other hand, these General Terms and Conditions shall apply to all orders placed by Wall Universe GmbH, insofar as the provisions of these General Terms and Conditions apply here.
2. Offer, conclusion of contract
2.1. Offers from Wall Universe GmbH are non-binding.
2.2. Orders must be placed in writing by e-mail and must contain the type, quantity, number of delivery items, individual prices and the resulting total price as well as any payment and delivery terms and delivery periods that deviate from these GTC.
2.3. The conclusion of a purchase contract shall come into effect upon acceptance of the order by Wall Universe's order confirmation. This will be sent immediately, usually within 3 working days of receipt of the order, in writing by e-mail.
3. Delivery conditions, delays in delivery, transfer of risk
3.1. Delivery periods and dates are non-binding, unless they are expressly agreed as "fixed dates".
3.2. Wall Universe shall inform its customer immediately if it becomes aware that an agreed delivery date - for whatever reason - cannot be met. If known, it will inform the customer of the expected duration of the delay.
3.3. If Wall Universe has not provided the agreed service by the non-binding promised delivery date, the obligation to fulfill the service becomes due upon the customer's request for performance to Wall Universe. Wall Universe is not yet in default.
3.4. The customer is entitled to issue a reminder at the earliest three weeks after the due date of the services owed by Wall Universe.
3.5. Wall Universe GmbH is entitled to make partial deliveries, provided they are reasonable for the customer and nothing else has been expressly agreed. Wall Universe shall bear the additional shipping costs incurred.
3.6. The place of performance is the location of Wall Universe's branch in Ulmen.
3.7. Unless otherwise agreed, the customer shall collect the ordered goods from the warehouse of the Ulmen branch at its own expense (obligation to collect). If the customer wishes the goods to be sent to him, he shall bear the costs of shipment from the time of handover to the forwarding agent/carrier. Deviating terms of delivery shall only apply if they have been expressly agreed in writing.
3.8. The transfer of risk shall take place ex works and shall pass to the customer upon handover to the forwarding agent/carrier and upon collection by the customer. This shall also apply to partial deliveries and irrespective of whether carriage paid delivery has been agreed.
3.9. The customer is obliged to accept the ordered goods. Sections 320 to 326 BGB shall apply accordingly. If dispatch is delayed at the customer's request or if the customer is in default of acceptance, the risk shall pass to the customer on the day the goods are ready for dispatch. Any expenses incurred as a result of the delay (in particular storage) shall be borne by the customer.
3.10. The goods shall be packed by Wall Universe in such a way as to avoid transport damage. The packaging material is to be disposed of by the customer.
4. Retention of title
4.1. Wall Universe retains title to the delivered goods (so-called reserved goods) until all claims to which it is entitled against the customer arising from this business relationship have been fulfilled (extended retention of title).
4.2. The customer is entitled to sell the goods subject to retention of title in the ordinary course of business until the event of realization (paragraph 4.9.) occurs.
4.3. In the event of the resale of the reserved goods, the customer hereby assigns to Wall Universe by way of security the resulting claim against the purchaser with all ancillary rights, without the need for any further special declarations. The assignment applies including any balance claims. However, the assignment shall only apply to the amount of the purchase price claim for the invoiced reserved goods. The portion of the claim assigned to Wall Universe shall be satisfied with priority.
4.4. Wall Universe is entitled to disclose the assignment to the customer's purchasers at the customer's expense. The assertion of the retention of title shall only be deemed a withdrawal from the contract if this is expressly declared by Wall Universe in writing by e-mail.
4.5. The customer is obliged to treat the reserved goods with care and to insure them adequately at his own expense against fire, water damage and theft at replacement value.
4.6. For the duration of the retention of title, the customer is prohibited from pledging or assigning the goods subject to retention of title as security. In the event of a seizure, the customer must expressly point out the retention of title.
4.7. The customer shall inform Wall Universe immediately of any measures of execution or other dispositions or interventions by third parties in the goods subject to retention of title - in particular of seizures and confiscations of the same. The customer undertakes to provide Wall Universe with all information required for an action for intervention in accordance with § 771 ZPO. The customer is liable for all costs incurred by Wall Universe as a result.
4.8. If the realizable value of all security interests to which Wall Universe is entitled exceeds the amount of all secured claims by more than 20%, Wall Universe will release a corresponding portion of the security interests at the customer's request. Wall Universe is responsible for selecting the security interests to be released.
4.9. If Wall Universe withdraws from the contract in the event of breach of contract by the customer - in particular default of payment - (enforcement event), it is entitled to demand the return of the reserved goods.
5. Prices, due date and default of payment
5.1. Deliveries and services of Wall Universe shall be made on the basis of the prices agreed upon conclusion of the contract. All prices are net prices plus the statutory value added tax.
5.2. Unless expressly agreed otherwise, the agreed prices are EXW (delivery ex works, Ulmen/Germany, Incoterms 2000).
5.3. Transportation shall be free of charge within Germany from a goods value of EUR 500.00 net and within the EU from a goods value of EUR 2,000.00 net. However, deliveries to islands are excluded from this.
5.4. Unless otherwise agreed, the due date of the payment claim to which the customer is entitled shall be governed by the statutory provisions.
5.5. The customer shall be in default without further declaration by Wall Universe 8 days after the due date, unless he has paid beforehand and he is not entitled to objections against his payment obligation or he has not asserted such an objection by means of justified defenses.
5.6. The customer shall not be entitled to a right of retention in the event of the existence of defects, unless this is in reasonable proportion to the defects and the anticipated costs of subsequent performance (in particular rectification of defects).
5.7. The customer is only entitled to set-off and retention rights insofar as his claim has been legally stablished or is undisputed.
5.8. Should circumstances become known which, in the commercial judgment of Wall Universe, make the creditworthiness of the customer appear doubtful, Wall Universe is entitled either to withdraw from the contract or to make the delivery or service dependent on early payment.
5.9. In the event of default of payment, the customer undertakes to pay default interest in the amount of unsecured commercial loans - but at least 10% p.a. above the base interest rate of the European Central Bank, plus reminder fees of EUR 5.00.
5.10. All costs of late payment, including extrajudicial costs of enforcement (reminders, debt collection service, etc.), shall be borne by the customer.
6. Duty of inspection, warranty, withdrawal
6.1. The customer must inspect the goods received by Wall Universe for defects immediately upon receipt and notify Wall Universe of obvious defects immediately, at the latest within 5 days. If defects are discovered later, the complaint must be made to Wall Universe immediately, at the latest within 5 days of discovery. The obligations to give notice of defects and to inspect according to § 377 HGB remain unaffected by this.
6.2. The complaint must be made in writing by e-mail, describing the defects found.
6.3. If the customer does not fulfill his obligations in accordance with paragraphs 6.1. and 6.2. in good time, the goods shall be deemed to have been accepted free of defects.
6.4. Wall Universe shall provide warranty for duly notified defects within the scope of the guarantee and warranty at its discretion by improvement, exchange for defect-free goods, price reduction or contract cancellation and issue of a credit note for the agreed purchase price.
6.5. The customer may only request a price reduction or rescission of the contract after a written notice of default if Wall Universe does not undertake an improvement or exchange of goods within a reasonable period of time.
6.6. The warranty period is 12 months and begins with the handover of the delivery item to the customer.
6.7. Transport damage must be reported to Wall Universe rma@wall-universe.de within 48 hours of discovery.
6.8. The customer is only entitled to withdraw from the contract within the framework of the statutory provisions if Wall Universe is responsible for the breach of duty. In the event of defects, the statutory provisions on withdrawal apply without restriction.
6.9. In the event of a breach of duty, the customer must declare within a reasonable period of time upon request by Wall Universe whether he wishes to cancel the contract.
7. Limitations of liability
7.1. Wall Universe shall only be liable for delays in delivery caused by gross negligence and intent, as well as in the event of culpable injury to life, limb or health in accordance with the statutory provisions. In cases of gross negligence, however, liability is limited to the foreseeable damage typical for the contract, unless another exceptional case listed in these GTC exists at the same time.
7.2. Wall Universe is not liable for damages caused by delays in delivery due to unforeseen events for which it is not responsible (e.g. war, use of force by third parties, sovereign intervention, labor disputes, severe weather events, fire, delays in delivery by upstream suppliers, etc.). If the obstacle causing the delay in delivery lasts for more than three weeks after the agreed binding or promised non-binding delivery date, both parties are entitled to withdraw from the contract. Earlier statutory rights of withdrawal remain unaffected by this.
7.3. The claim for damages against Wall Universe is limited to a total of 10% of the value of the goods not delivered on time, in addition to the performance, and for damages in lieu of performance (including compensation for futile expenses) to a total of 20% of the value of the goods not delivered on time - in each case measured according to the gross invoice amount agreed between Wall Universe and the customer. Further claims of the customer are excluded, even after the expiry of a deadline set by Wall Universe for performance. Liability for consequential damages, indirect damages or incidental damages is completely excluded. The limitation and exclusion shall not apply in the event of culpable breach of material contractual obligations. However, the claim for damages for the culpable breach of essential contractual obligations is limited to the foreseeable damage typical for the contract, unless another case according to paragraph 7.1 sentence 1 exists at the same time.
7.4. Wall Universe GmbH is liable under the Product Liability Act only in cases of intent or gross negligence and for damages resulting from injury to life, body or health. Furthermore, the customer expressly waives Wall Universe's right of recourse against Wall Universe for warranties provided and for material damage in accordance with the Product Liability Act.
7.5. The above limitations and exclusions of liability also apply to the liability of simple vicarious agents and/or assistants working for Wall Universe.
7.6. A change in the burden of proof to the detriment of the customer is not associated with the above provisions.
7.7. All claims against Wall Universe, regardless of their legal basis, expire no later than 12 months after the transfer of risk to the customer, unless mandatory legal provisions stipulate otherwise.
8. Customs and export restrictions: "No re-export to Russia"
8.1. The customer undertakes to comply with the relevant import and export laws as well as the tax laws of the Federal Republic of Germany and the European Union.
8.2. It is the sole responsibility of the customer to obtain, at his own expense, any official permits required for the receipt of the goods purchased from Wall Universe. The customer shall take care of any necessary customs formalities at his own expense.
8.3. Wall Universe expressly excludes the export of goods purchased from it to sanctioned countries. This also applies to the resale (re-export) of these goods to sanctioned countries.
8.4. The customer explicitly undertakes not to re-export to Russia. The customer also undertakes to its customers that they will comply with the sanctions against Russia.
8.5. Knowledge of violations of the prohibition of re-export to Russia must be reported to the competent authorities. The customer assures that he will immediately inform Wall Universe of any problems in the application of paragraphs 8.3. and 8.4. including any relevant third party activities that could frustrate the purpose of paragraph 5.4. He will provide Wall Universe with information on compliance with the obligations under paragraphs 8.3. and 8.4. within two weeks of the simple request for this information.
9. Applicable law, place of jurisdiction and final provisions
9.1. Unless the law of another country is mandatory, the law of the Federal Republic of Germany shall apply exclusively without the conflict of law rules of private international law and to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
9.2. The customer's general terms and conditions shall only apply insofar as their provisions correspond to the content of these General Terms and Conditions; otherwise the customer's general terms and conditions shall not apply.
9.3. The place of jurisdiction for all disputes arising from the contractual relationship shall be Ulmen.
9.4. Should one or more provisions of these General Terms and Conditions be or become invalid, this shall not result in the invalidity of the remaining provisions. Rather, the invalid provision shall be replaced by a valid provision that comes as close as possible to the intended purpose.
10. Data protection
The data collected in the course of the business relationship shall be processed and stored in accordance with the General Data Protection Regulation (GDPR). The customer expressly consents to this. He assures that personal data transmitted by him or at the instigation of third parties will be collected and processed in accordance with the relevant provisions of the General Data Protection Regulation. In particular, that any consents of third parties concerned have been obtained and that the use of this data by Wall Universe within the scope of the order placed does not violate any of these provisions or exceed any consent given. The privacy policy of Wall Universe GmbH can be viewed at the following link: https://wall-universe.de/en/privacy-policy/.