T&C - Terms and Conditions
General Terms and Conditions of Purchase
1. Scope
1.1. All orders placed by Wall Universe GmbH are made exclusively on the basis of these General Terms and Conditions of Purchase.
1.2. Any other terms and conditions not set out in these General Terms and Conditions of Purchase shall not form part of the contract, even if Wall Universe GmbH does not expressly object to them. The acceptance of deliveries or services without explicit objection shall likewise not constitute acceptance of the supplier’s terms and conditions.
1.3. These General Terms and Conditions of Purchase apply to all current and future orders for deliveries and services within the scope of the business relationship between Wall Universe GmbH and third parties (hereinafter referred to as the “Supplier”).
2. Conclusion of Contract
2.1. All orders placed by Wall Universe GmbH are based on a “Purchase Order.” Orders must specify the type and quantity of the goods to be delivered, the unit prices as well as the resulting total price per delivery, and, where applicable, payment and delivery terms or delivery deadlines that deviate from these General Terms and Conditions of Purchase.
2.2. Orders must be accepted by the Supplier without delay, but no later than within 3 working days of receipt, in text form or in writing (including fax). Confirmations received after this deadline or confirmations that deviate 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 are only binding if issued in writing or if verbal orders or declarations have been confirmed in writing. Individually agreed contractual arrangements made after the conclusion of the contract shall remain unaffected.
2.4. Wall Universe GmbH is entitled to request changes to the delivery item even after the conclusion of the contract, provided such changes are reasonable for the Supplier. When assessing reasonableness, particular consideration shall be given to the effects of the modification on any additional or reduced costs as well as on the delivery date. If the modification of the delivery item results in a reduction and/or cancellation of the originally ordered item, the Supplier shall nonetheless remain entitled to the agreed remuneration; however, the Supplier must allow deduction of any expenses saved as a result of the modification or any benefits gained, or which the Supplier maliciously fails to gain, through alternative use of the delivery item.
2.5. Partial deliveries are only accepted if expressly agreed. In the case of an agreed partial delivery, the remaining quantity must be specified.
3. Delivery Conditions, Transfer of Risk
3.1. The agreed delivery dates are binding.
3.2. For compliance with the delivery date or delivery period, the decisive factor is the receipt of the goods at the receiving point specified by Wall Universe GmbH, unless acceptance of the delivery item has been agreed; in that case, the acceptance of the delivery item by Wall Universe GmbH shall be decisive.
3.3. If the Supplier realizes that an agreed deadline – regardless of the reason – cannot be met, the Supplier must immediately notify Wall Universe GmbH, providing the reasons and the expected duration of the delay (at least in text form).
3.4. In the event of a delay in delivery, and after the unsuccessful expiry of a reasonable deadline set by Wall Universe GmbH, Wall Universe GmbH shall be entitled to procure replacement for the delayed performance/delivery elsewhere at the Supplier’s expense. The statutory rights of Wall Universe GmbH in the event of delayed delivery shall remain unaffected.
3.5. The Supplier may only refer to the absence of necessary documents or information/data to be provided by Wall Universe GmbH if the Supplier has requested them in writing and has not received them within a reasonable period.
3.6. Wall Universe GmbH shall only accept the quantities or units ordered. Wall Universe GmbH is not obliged to accept partial, excess, or short deliveries that have not been agreed upon. For quantities, dimensions, and weights, the values determined by Wall Universe GmbH during the incoming inspection shall be decisive, unless the Supplier proves that these values are incorrect.
3.7. The risk of accidental loss or deterioration of the goods or services shall be borne by the Supplier until the goods have been received at the receiving point specified by Wall Universe GmbH, or, in the case of other services, until acceptance.
3.8. The goods must be packaged in such a way that transport damage is avoided. Packaging materials may only be used to the extent necessary to achieve this purpose and must comply with all applicable legal regulations regarding the return and disposal of packaging.
3.9. The Supplier undertakes to pay a contractual penalty in the event of a delay in delivery for which it is responsible. The contractual penalty is based on the net value of the delayed delivery item and amounts to 1% for each commenced week of delay, up to a maximum of 10% of the net value of the delayed delivery item. This amount is justified by the above-average depreciation of mobile devices. The contractual penalty may be claimed in addition to performance.
3.10. The right of Wall Universe GmbH to claim damages for non-compliance with the delivery date pursuant to the statutory provisions (§§ 280, 286 BGB) shall remain unaffected. Any contractual penalty shall be offset against the damages.
3.11. If the Supplier falls into delay 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 guarantees that the goods delivered do not infringe the rights of third parties.
4.2. If Wall Universe GmbH infringes industrial property rights of third parties through the use or sale of the delivery item, the Supplier shall be obliged to compensate Wall Universe GmbH for all resulting damages, provided that the Supplier is responsible for the infringement of such rights.
4.3. In such a case, Wall Universe GmbH shall also be entitled, at the Supplier’s expense, to obtain the required authorization from the holder of the industrial property right if and to the extent that the Supplier does not procure this authorization for Wall Universe GmbH within a reasonable period set by Wall Universe GmbH, and provided that the costs for obtaining such authorization do not exceed the damages to be compensated by the Supplier pursuant to sentence 1. The rights of Wall Universe GmbH under this Section 4.2 shall apply only if Wall Universe GmbH has promptly informed the Supplier of any third-party claim resulting from the infringement of industrial property rights by Wall Universe GmbH, does not acknowledge such a claim without the Supplier’s consent, and does not enter into any settlement regarding such claims with the third party.
4.4. The right of Wall Universe GmbH to withdraw from the contract if the statutory requirements are met shall remain unaffected.
5. Prices
5.1. The prices agreed in the respective Purchase Orders are fixed prices, exclusive of VAT.
5.2. Unless expressly agreed otherwise in a Purchase Order, the agreed prices include all ancillary costs (including transport, insurance, customs duties, and packaging) and are understood as delivered free to the shipping address or receiving point specified by us (CIP – Carriage and Insurance Paid, Incoterms 2000). Unless otherwise agreed between the contracting parties, the place of delivery shall be Ulmen.
5.3. Each delivery must include delivery notes with detailed information on the contents and complete order identification. As long as this information is missing or incomplete, the delivery item shall be stored at the Supplier’s expense and risk at the designated receiving point or at Wall Universe GmbH.
6. Invoices and Payments
6.1. Invoices must be issued after proper delivery/performance for each order, stating the order number, the date of the order, as well as the type, quantity, and unit prices of the delivered goods, and must be submitted to Wall Universe GmbH. If this information is missing, incorrect, or incomplete, the invoice shall not become 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, availability of all required documentation, and proper invoicing. The costs of international payment transactions shall be borne by the Supplier. In the case of early delivery, these periods shall commence no earlier than the contractually agreed delivery or completion date.
6.3. In the event of late payment, Wall Universe GmbH undertakes to pay interest at a rate of 2% above the base interest rate of the European Central Bank.
6.4. The Supplier is not entitled to offset other payment claims; nor does the Supplier have any right of retention based on payment claims that do not arise from the same Purchase Order.
7. Warranty
7.1. The Supplier warrants that the delivery/performance is free from defects, that all guaranteed characteristics are present, and that the delivery/performance complies with the intended use, the technical specifications communicated by Wall Universe GmbH in the order, the latest state of the art, and the relevant regulations, standards, and requirements issued by authorities and professional associations.
7.2. Wall Universe GmbH shall notify any apparent defects in the delivery or performance in writing without undue 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 or performance by Wall Universe GmbH. Hidden defects shall be deemed to have been reported in due time if the notice is given within 10 working days after discovery of the defect.
7.3. During the warranty period, the supplier shall, upon request, promptly and free of charge – including all ancillary costs—remedy any defects in the delivery or performance reported during this period, at Wall Universe GmbH’s discretion, by repair or replacement of the defective parts or by making a new delivery. In addition, Wall Universe GmbH is entitled to withdraw from the contract, reduce the price, or claim damages in accordance with statutory provisions.
7.4. If the supplier fails to fulfill its obligations under the defect liability within a reasonable period set by Wall Universe GmbH, Wall Universe GmbH may take the necessary measures itself or have them carried out by third parties, at the supplier’s expense and risk. Wall Universe GmbH shall also be entitled to this right if, due to particular urgency, it is not possible to grant the supplier a grace period; in such cases, Wall Universe GmbH will inform the supplier of the defect remedy prior to its execution.
7.5. The warranty period is 2 years unless expressly agreed otherwise. The warranty period begins upon handover of the delivery item to Wall Universe GmbH or to a third party designated by Wall Universe GmbH at the receipt or usage location specified by Wall Universe GmbH. For replacement parts or repaired parts supplied under the supplier’s statutory warranty obligation, the warranty period is 2 years from installation/commissioning. The warranty period for replacement parts and repaired parts ends no later than 3 years after delivery.
7.6. For delivery items that could not remain in operation during the inspection of a defect and/or the rectification of the defect, any ongoing warranty period is extended by the duration of the operational interruption.
7.7. If Wall Universe GmbH is held liable under domestic or foreign product liability regulations or laws, the supplier shall be obligated, upon first request, to indemnify us against third-party claims for damages to the extent that the supplier is responsible for the product defect that triggered the liability. The indemnification also covers the costs incurred by Wall Universe GmbH as well as the costs of any recall action, including precautionary recalls. Section 426 of the German Civil Code (BGB) remains unaffected.
8. Liability, Force Majeure
8.1 Wall Universe GmbH shall be liable without limitation under the Product Liability Act, in cases of fraudulent concealment of defects, for damages arising from injury to life, body, or health, in cases of intent, or insofar as it has assumed a guarantee for the condition of the goods.
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 cases of gross negligence.
8.3 In the event of grossly negligent breach of non-essential rights and obligations under the contract, Wall Universe GmbH shall likewise be liable only to a limited extent – restricted to compensation for the foreseeable, contract-typical damage, excluding compensation for indirect or consequential damages or lost profits.
8.4 In cases of simple negligence, Wall Universe GmbH shall be liable only to a limited extent – restricted to compensation for foreseeable, contract-typical damage, excluding compensation for indirect or consequential damages or lost profits, and limited to a maximum of €10,000 per damage event. Except in the cases specified in Sections 8.1 and 8.4, Wall Universe GmbH shall not be liable for damages caused by simple negligence.
8.5 The above limitations and exclusions of liability also apply to the liability of Wall Universe GmbH’s ordinary vicarious agents and/or assistants.
8.6 Any further liability on the part of Wall Universe GmbH is excluded.
8.7 Unforeseen events beyond the control of Wall Universe GmbH – such as war, threat of war, civil unrest, acts of violence by third parties against persons or property, sovereign acts of authorities, labor disputes at Wall Universe GmbH or its customers, fire, interruption of planned transport routes, as well as shortages of raw materials or energy that make acceptance or receipt of the delivery/performance impossible for Wall Universe GmbH – entitle Wall Universe GmbH to postpone acceptance or receipt accordingly and exclude default of acceptance. In such cases, Wall Universe GmbH shall be wholly or partially released from the obligation to accept or receive the ordered delivery/performance and shall be entitled to withdraw from the contract insofar as the delivery/performance can no longer be utilized by us – taking economic considerations into account—due to the delay.
9. Confidentiality
9.1 The contracting parties shall use all information and materials requiring confidentiality (including information provided orally or by telephone), even if not expressly designated as confidential, which they obtain from the other contracting party in connection with any 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 They shall treat such Information as confidential and shall not make it accessible to third parties. An exception applies to the disclosure of Information to employees who are involved in the cooperation or to persons who must receive Information in order to carry out the cooperation (hereinafter collectively referred to as “vicarious agents”). These vicarious agents must be obligated by the respective contracting party to maintain confidentiality in the same manner as the contracting party itself before any Information is disclosed to them.
9.3 The confidentiality obligation does not apply to Information that
• is publicly accessible or was already known to the contracting parties;
• has been independently developed by one contracting party without having known or used similar Information of the other contracting party;
• has been disclosed by a third party who owns the Information and is not subject to any confidentiality obligation;
• must be disclosed due to statutory provisions or orders of governmental authorities, provided that the matter has been reported in writing to the other contracting party beforehand.
10. Export Restrictions and Tax Liabilities
10.1 The supplier undertakes to comply with the relevant import and export laws as well as the tax laws of the Federal Republic of Germany and the EU.
11. Final Provisions
11.1 Should any provision of these General Terms and Conditions of Purchase or of a contract be or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by mutual agreement of the contracting parties with a provision that most closely reflects the economic intent and purpose of the invalid provision in a legally effective manner. The above provision shall apply accordingly in the event of gaps in the regulations.
11.2 The supplier is not entitled to transfer the contract, individual orders, or essential parts thereof to third parties without the prior written consent of Wall Universe GmbH.
11.3 The assignment of claims directed against Wall Universe GmbH is permitted only with the prior written consent of Wall Universe GmbH. Section 354a of the German Commercial Code (BGB) remains unaffected.
11.4 Any retention of title shall lapse for deliveries and/or services that have been paid for.
11.5 If insolvency proceedings are opened in respect of the supplier’s assets or if such opening is rejected for lack of assets, Wall Universe GmbH shall be entitled to withdraw from the contract without granting a deadline.
11.6 Unless expressly agreed otherwise, the place of performance for the delivery obligation is Ulmen.
11.7 The place of jurisdiction for all disputes arising from the contractual relationship is Ulmen. However, Wall Universe GmbH has the right to bring an action against 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) is excluded.
General Terms and Conditions of Sale
1. Scope of Application
1.1. The following delivery and payment terms apply to all current and future orders placed with Wall Universe and constitute an essential part of every contract concluded with Wall Universe GmbH.
1.2. Deviating terms and conditions not set out in these General Terms and Conditions shall— even if known—be deemed not to have been agreed. For such terms to be valid, they must be expressly agreed to in writing.
1.3. Conversely, these General Terms and Conditions apply to all orders placed by Wall Universe GmbH, insofar as the provisions of these Terms and Conditions are applicable.
2. Offer, Conclusion of Contract
2.1. Offers made by Wall Universe GmbH are non-binding.
2.2. Orders must be placed in writing by email and must include the type, quantity, number of delivery items, unit prices, the resulting total price, and, where applicable, payment and delivery terms and delivery deadlines that deviate from these General Terms and Conditions.
2.3. The purchase contract is concluded upon acceptance of the order by an order confirmation from Wall Universe. This is issued without undue delay, generally within 3 working days of receipt of the order, in writing by email.
3. Delivery Conditions, Delivery Delays, Transfer of Risk
3.1. Delivery periods and dates are non-binding unless they are expressly agreed as “fixed dates.”
3.2. Wall Universe will inform its customers without undue delay as soon as it becomes aware that an agreed delivery date – regardless of the 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 rendered the agreed performance by the non-binding delivery date that was indicated, the obligation to perform becomes due only once the customer has issued a demand for performance to Wall Universe. This alone does not place Wall Universe in default.
3.4. The customer is entitled to issue a reminder no earlier than three weeks after the performance owed by Wall Universe has become due.
3.5. Wall Universe GmbH is entitled to make partial deliveries, provided they are reasonable for the customer and nothing to the contrary has been expressly agreed. Any additional shipping costs incurred shall be borne by Wall Universe.
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 at its own expense from the warehouse of the Ulmen branch (obligation to collect). If the customer requests shipment of the goods, the customer shall bear the shipping costs from the moment the goods are handed over to the carrier/freight forwarder. Deviating delivery terms shall apply only if they have been expressly agreed in writing.
3.8. Risk shall pass ex works and transfers to the customer upon handover to the carrier/freight forwarder or upon collection by the customer. This applies also in the case of partial deliveries and irrespective of whether delivery free of freight charges has been agreed.
3.9. The customer is obligated to accept the ordered goods. Sections 320 to 326 of the German Civil Code (BGB) apply accordingly. If shipment 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 arising from the delay (particularly storage costs) shall be borne by the customer.
3.10. The goods are packaged by Wall Universe in such a way as to avoid transport damage. The packaging material must be disposed of by the customer.
4. Retention of Title
4.1. Wall Universe reserves title to the delivered goods (so-called “reserved goods”) until all claims arising from the business relationship with the customer have been fulfilled (extended retention of title).
4.2. The customer is entitled to sell the reserved goods in the ordinary course of business until the occurrence of the realization event (section 4.9).
4.3. In the event the reserved goods are resold, the customer hereby already assigns to Wall Universe, for security purposes, the resulting claim against the purchaser—including all ancillary rights—without the need for any further specific declarations. The assignment also applies to any balance claims. However, the assignment is limited to the amount of Wall Universe’s purchase price claim for the invoiced reserved goods. The portion of the claim assigned to Wall Universe is to be satisfied with priority.
4.4. Wall Universe is entitled, at the customer’s expense, to disclose the assignment to the customer’s purchasers. The assertion of the retention of title shall only be deemed a withdrawal from the contract if this is expressly declared in writing by Wall Universe by email.
4.5. The customer is obligated to handle the reserved goods with due care and to insure them, at its own expense, against fire, water, and theft damage at their full replacement value.
4.6. While the retention of title remains in effect, the customer is prohibited from pledging or assigning the reserved goods 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 without delay of any enforcement measures or other dispositions or interventions by third parties concerning the reserved goods – particularly seizures and confiscations. The customer undertakes to provide Wall Universe with all information necessary for an intervention claim pursuant to Section 771 of the German Code of Civil Procedure (ZPO). The customer shall be liable for all costs incurred by Wall Universe as a result.
4.8. If the realizable value of all security rights 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 rights at the customer’s request. The choice of which security rights to release rests with Wall Universe.
4.9. If Wall Universe withdraws from the contract due to the customer’s breach of contract – particularly in the event of payment default (realization 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 provided by Wall Universe are based on the prices agreed upon at the time the contract is concluded. All prices are net prices plus statutory value-added tax.
5.2. Unless expressly agreed otherwise, the agreed prices are understood to be EXW (Ex Works, Ulmen/Germany, Incoterms 2000).
5.3. Transport within Germany is free of charge for goods with a net value of €500.00 or more, and within the EU for goods with a net value of €2,000.00 or more. However, deliveries to islands are excluded from this regulation.
5.4. The due date of the payment claim shall, unless otherwise agreed, be governed by the statutory provisions.
5.5. The customer shall be in default—without any further notice from Wall Universe – 8 days after the payment becomes due, provided payment has not been made beforehand and the customer has no objections to the payment obligation or has not asserted such objections on the basis of legitimate defenses.
5.6. The customer shall not be entitled to exercise a right of retention in the event of defects unless such retention is proportionate to the defects and the anticipated costs of subsequent performance (in particular, defect remedy).
5.7. The customer shall be entitled to rights of set-off and retention only insofar as the customer’s claim has been legally established by a final judgment or is undisputed.
5.8. If circumstances become known that, in Wall Universe’s reasonable commercial judgment, give rise to doubts about the customer’s creditworthiness, Wall Universe shall be entitled either to withdraw from the contract or to make delivery or performance contingent upon advance payment.
5.9. In the event of payment default, the customer undertakes to pay default interest at the rate applicable to unsecured commercial loans – but at least 10% p.a. above the base interest rate of the European Central Bank – plus reminder fees of €5.00.
5.10. All costs arising from the payment default, including out-of-court collection expenses (reminders, collection services, etc.), shall be borne by the customer.
6. Duty of Inspection, Warranty, Withdrawal
6.1. The customer must inspect the goods received from Wall Universe without undue delay upon receipt and must notify Wall Universe of any obvious defects immediately, but no later than within 5 days. If defects become apparent later, the notification must likewise be made immediately, but no later than within 5 days after their discovery. The inspection and notification obligations pursuant to Section 377 of the German Commercial Code (HGB) remain unaffected.
6.2. The notice of defect must be submitted in writing by email, including a description of the defects identified.
6.3. If the customer does not fulfill its obligations pursuant to Sections 6.1 and 6.2 in a timely manner, the goods shall be deemed accepted as free of defects.
6.4. For defects that have been duly reported, Wall Universe shall, at its discretion and within the scope of warranty and guarantee, provide remedy by repair, replacement with defect-free goods, price reduction, or termination of the contract with issuance of a credit note for the agreed purchase price.
6.5. The customer may request a price reduction or rescission of the contract only after setting a grace period in writing, if Wall Universe does not carry out a repair or replacement within a reasonable period of time.
6.6. The warranty period is 12 months and begins upon handover of the delivery item to the customer.
6.7. Transport damage must be reported to Wall Universe at rma@wall-universe.de within 48 hours of its discovery.
6.8. Withdrawal from the contract within the scope of the statutory provisions is only permitted to the customer if Wall Universe is responsible for the breach of duty. In the case of defects, the statutory provisions governing withdrawal apply without restriction.
6.9. In the event of a breach of duty, the customer must, within a reasonable period after being requested to do so by Wall Universe, declare whether they wish to rescind the contract.
7. Limitations of Liability
7.1. Wall Universe shall be liable only for delivery delays caused by gross negligence or intent, as well as for culpably caused injury to life, body, or health, in accordance with statutory provisions. In cases of gross negligence, however, liability is limited to the contract-typical, foreseeable damage, unless another exception listed in these General Terms and Conditions applies at the same time.
7.2. Wall Universe shall not be liable for damages resulting from delivery delays caused by unforeseen events for which it is not responsible (e.g., war, acts of violence by third parties, sovereign actions, labor disputes, severe weather events, fire, delays in delivery by upstream suppliers, etc.). If the obstacle causing the delivery delay persists for more than three weeks after the agreed binding or the indicated non-binding delivery date, both parties shall be entitled to withdraw from the contract. Statutory rights of withdrawal arising earlier remain unaffected.
7.3. The claim for damages against Wall Universe is limited – in addition to performance – to a total of 10%, and – for damages in lieu of performance (including reimbursement of futile expenses) – to a total of 20% of the value of the goods not delivered on time, in each case based on the gross invoice amount agreed between Wall Universe and the customer. Any further claims by the customer are excluded, even after the expiry of a deadline for performance set by Wall Universe. Liability for consequential damages, indirect damages, or incidental damages is entirely excluded.
These limitations and exclusions do not apply in cases of culpable breach of essential contractual obligations. However, the claim for damages arising from the culpable breach of essential contractual obligations is limited to the contract-typical, foreseeable damage, unless another case referred to in Section 7.1, sentence 1, also applies.
7.4. Wall Universe GmbH shall be liable under the Product Liability Act only in cases of intent or gross negligence, as well as for damages arising from injury to life, body, or health. Furthermore, the customer expressly waives the right to assert recourse claims against Wall Universe for warranties provided and for property damage pursuant to the Product Liability Act.
7.5. The above limitations and exclusions of liability also apply to the liability of Wall Universe’s ordinary vicarious agents and/or assistants acting on its behalf.
7.6. The foregoing provisions do not entail any shift in the burden of proof to the detriment of the customer.
7.7. All claims against Wall Universe, regardless of their legal basis, shall become time-barred no later than 12 months after the transfer of risk to the customer, unless mandatory statutory provisions provide otherwise.
8. Customs and Export Restrictions: ‘Prohibition of re-export to Russia’
8.1. The customer undertakes to comply with the applicable 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, at the customer’s own expense, to obtain any governmental permits required for receiving the goods purchased from Wall Universe. The customer shall, at the customer’s own expense, complete any customs formalities that may be required.
8.3. Wall Universe expressly excludes the export of the goods it sources to sanctioned states. This equally applies to any resale (re-export) of these goods to sanctioned states.
8.4. The customer expressly undertakes not to carry out any re-export to Russia. The customer further undertakes to ensure that its own purchasers likewise comply with the sanctions regulations applicable to Russia.
8.5. Any knowledge of violations of the prohibition on re-export to Russia must be reported to the competent authorities. The customer warrants that it will promptly inform Wall Universe of any issues relating to the application of Sections 8.3 and 8.4, including any relevant activities by third parties that could undermine the purpose of Section 5.4. The customer shall provide Wall Universe, within two weeks of a simple request for such information, with information regarding compliance with the obligations under Sections 8.3 and 8.4.
9. Applicable Law, Place of Jurisdiction and Final Provisions
9.1. Unless the mandatory law of another state applies, the law of the Federal Republic of Germany shall apply exclusively, without the conflict-of-law rules of private international law and with the exclusion of the UN Convention on Contracts for the International Sale of Goods.
9.2. The customer’s general terms and conditions shall apply only insofar as their provisions are substantively consistent with these General Terms and Conditions. In all other respects, the customer’s terms and conditions shall not apply.
9.3. The place of jurisdiction for all disputes arising out of the contractual relationship is Ulmen.
9.4. Should one or more provisions of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions. 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 is processed and stored in accordance with the General Data Protection Regulation (GDPR). The customer expressly consents to this. The customer warrants that any personal data transmitted by them or on their behalf by third parties is collected and processed in accordance with the relevant provisions of the GDPR. In particular, the customer warrants that any necessary consents from affected third parties have been obtained and that the use of such data by Wall Universe within the scope of the commissioned work does not violate any such provisions or exceed any consent given. The privacy policy of Wall Universe GmbH can be viewed at the following link: https://wall-universe.de/datenschutz/.
