Terms and Conditions

General Terms and Conditions of Purchase

1. Subject Matter

1.1 The purchase of any goods by Wall Concept GmbH (“Wall Concept GmbH”) shall be subject to these General Terms and Conditions of Purchase.

1.2 Wall Concept GmbH rejects any additional or inconsistent terms and conditions offered by Supplier at any time, irrespective of Wall Concept GmbH's acceptance of or payment for Supplier’s Goods.

1.3 These terms and conditions shall furthermore provide the basis for all future transactions between Wall Concept GmbH and Supplier.

2. Ordering Procedure

2.1 For each supply request, Wall Concept GmbH shall send to Supplier a purchase order (“Purchase Order”) in writing specifying the type, quantity (or quantities) of the Products requested, the resulting price(s), the delivery and payment terms (e.g. delivery location, required delivery schedule). The Purchase Order furthermore shall detail any payment terms or delivery dates, if any, differing from these General Terms and Conditions of Purchase.

2.2 Supplier shall acknowledge any Purchase Order without undue delay, however not later than 3 working days by facsimile transmission, or E-Mail (pdf-copy). Any acknowledgement received after this period or which deviate from the Purchase Order shall be regarded as a new offer, which we may accept within a reasonable period of time.

2.3 Orders and other declarations issued by Wall Concept GmbH are binding only if they are issued and confirmed by us in writing. Individual contractual agreements made after the conclusion of a contract shall remain unaffected.

2.4 Wall Concept GmbH shall be entitled to demand from Supplier changes to the delivery item even after conclusion of a Purchase order, as long as this is reasonable to Supplier. The reasonableness shall be assessed taking adequately into account the effect of the proposed changes with regard to additional or reduced expenses and the agreed date of delivery. In case the proposed change leads to a reduction or cancellation of the Purchase Order, Supplier shall be entitled to demand the agreed remuneration. However, Supplier must cause that part of its expenses to be offset which it has saved by reason of the rescission of the contract or by what Supplier earns by the use of the delivery item elsewhere or what it maliciously neglects to earn.

2.5 Partial deliveries are admissible to the extent agreed between the Parties. In case of an agreed partial delivery, Supplier shall state the amounts still to be delivered.

3. Delivery, Passage of Risk

3.1 Any dates of delivery agreed between the Parties shall be binding.

3.2 Relevant for compliance with the agreed delivery date or the delivery deadline is receipt of the goods at the receiving or usage site determined by Wall Concept GmbH, unless acceptance of the delivery item by Wall Concept GmbH has been agreed upon; in such case, acceptance of the delivery item by Wall Concept GmbH shall be relevant to determine compliance.

3.3 If Supplier becomes aware that it may not be able to deliver the Products by the agreed date, it shall notify Purchaser immediately hereof and of the anticipated duration of the delay (Email or Fax).

3.4 In case of delivery delay, Wall Concept GmbH shall be entitled, after the elapse of a reasonable deadline set for Supplier to comply, to exchange the delivery item for a replacement obtained elsewhere at the cost of the Supplier. In such case, Wall Concept GmbH's legal rights shall remain unaffected.

3.5 Supplier may only rely on Wall Concept GmbH`s failure to deliver necessary information or documents only if any such information or documents have been demanded in writing and have not been received by Supplier within a reasonable time.

3.6 Wall Concept GmbH shall only be obliged to take over the quantities and number of delivery items as ordered. The measurements, weights and quantities determined by Rhino Inter Group shall be used for the purpose of invoicing unless Supplier can prove that any such data is incorrect.

3.7 The risk of accidental perishing or accidental deterioration of the delivery item(s) shall be borne by Supplier until the point in time at which such delivery item(s) are delivered to the receiving or usage site determined and accepted by Wall Concept GmbH, for other services until final acceptance by Wall Concept GmbH.

3.8 Each supply of Products to Purchaser shall be packed and labelled by Supplier in order to avoid transport damage. Packaging materials are only to be used to the extent necessary for this purpose and must be in accordance with the packaging regulations valid at the time of delivery.

3.9 In case of failure by Supplier to comply with agreed delivery dates, Supplier shall pay to Wall Concept GmbH an elevated – since the delivery items due to being actual mobile devices suffer an above average loss of value - contractual penalty of 1 % of the net value of the delivery item delayed for each week or part thereof, however not to exceed 10 % of such net value. The contractual penalty may be asserted in addition to contractual fulfilment.

3.10 The right of Wall Concept GmbH to demand damages due to the default with agreed delivery dates by Supplier according to statutory law (Sec. 280, 286 BGB) remains unaffected. Any contractual penalty paid shall be set of against a claim for damages by Wall Concept GmbH.

3.11 Wall Concept GmbH shall have the right to rescind any Purchase Order, if Supplier is in default with at least two partial deliveries.

4. Third Party Rights

4.1 Supplier guarantees that the delivery items do not infringe third party rights.

4.2 If a third party brings a legitimate claim against Wall Concept GmbH on the grounds of an infringement of industrial property rights and/or copyrights by the delivery items and/or services supplied by Supplier, Supplier is liable for any damages incurred by Wall Concept GmbH due to the infringement of any such third party rights by Supplier.

4.3 In such case, Wall Concept GmbH shall be entitled to secure any such rights at Supplier´s cost which may not exceed any damages owed by Supplier and unless Supplier has, at its expense, secured for Wall Concept GmbH a right to utilize the delivery items in compliance with this Agreement or provided any such Products that are free from defects. Supplier’s obligations according to this subparagraph 4.2 apply only on condition that Wall Concept GmbH notifies Supplier without undue delay in writing of any claim lodged on the grounds of infringement of industrial property rights, does not acknowledge such infringement and conducts or settles any disputes, including out-of-court settlements, only in agreement with Supplier.

4.4 Wall Concept GmbH´s right to withdraw from the contract in the event of Supplier’s default remains unaffected thereby.

5. Pricing

5.1 The prices payable for the delivery items are stated in each individual Purchase Order excluding the statutory Value Added Tax applicable at the relevant time VAT.

5.2 Unless otherwise provided in a Purchase Order, prices are in EURO (EUR) and are quoted on a CIP (Carriage Insurance Paid, Incoterms 2000) basis; i.e. inclusive of packaging, insurance and transport - unless otherwise provided for in the respective Purchase Order - to Ulmen.

5.3 Shipping notes indicating the content as well as the entire Purchase Order shall be attached to each delivery. As long as this information is incomplete, the delivery item(s) shall be stored at the designated delivery or usage site or the premises of Wall Concept GmbH at the expense and risk of the Supplier.

6. Invoicing and Payment

6.1 Supplier shall provide Purchaser with a specified invoice for each delivery, containing in particular date and number of the Purchase Order to which the invoice relates, specifications, quantity and unit price of Products. In the absence of the afore-mentioned information or if such information is inaccurate or incomplete, Supplier's invoice will not be due.

6.2 Unless otherwise agreed in the respective Purchase order, Payment shall be remitted to Supplier within 30 days from delivery and proper accounting net cash, i.e. without deductions of any kind. The costs of international payment transfer shall be borne by Supplier. In case of early delivery such time-limit will start not before the contractually agreed delivery date.

6.3 Supplier is entitled from the day a payment is overdue (earliest 60 days after the date of the invoice) to charge interest at a rate of 2% above the basic rate (“Basiszinssatz”) defined by the European Central Bank.

6.4 Supplier shall not be entitled to a right of set-off or retention against claims for payment not out of the respective Purchase Order.

7. Warranty

7.1 Supplier warrants that the delivery items are free from defects and will conform to the specifications contained in the respective Purchase Order. Furthermore, Supplier warrants that the delivery items correspond to the latest state of technology as well as any regulations and compulsory specifications applicable at the time of delivery.

7.2 Claims shall be sent to Supplier in writing or via E-Mail; Wall Concept GmbH shall inspect the Products delivered upon receipt, latest within 10 days after delivery, describing the defect and giving information that may be useful for its identification. However, such obligation shall not preclude Purchasers` right to claims on the grounds of obvious defects. Notice of hidden defects shall be regarded as having been given in time if they are reported to Supplier within 10 business days after they have been discovered.

7.3 Supplier shall rectify the defects either by remedying the defect (subsequent improvement) or by supplying an item which is free from defects (replacement) at Wall Concept GmbH´s discretion within a reasonable time. Notwithstanding the foregoing, Wall Concept GmbH shall be entitled to rescind a Purchase Order and/or to claim compensation for damages.

7.4 In the event that the remedy (repair or substitute supply) fails within a reasonable period of time, Wall Concept GmbH may either take any necessary action on its own initiative as far as possible at the cost and risk of Supplier or rescind the respective Purchase Order partially or completely or ask for an appropriate reduction of the purchase price. The same shall apply to instances in which due to extraordinary urgency it is not possible to set a reasonable remedy period; in such case, however, Wall Concept GmbH shall inform Supplier before remedying the defect.

7.5 Warranty claims shall become statute barred 24 months after delivery to the designated receiving or usage site, for spare parts or repaired items 24 months after installation/commissioning, however latest three years after delivery.

7.6 For delivery parts that were taken out of operation during the period of examination and/or the elimination of a defect, the warranty period shall be extended by the period of operational interruption.

7.7 Supplier shall exempt Wall Concept GmbH from any claims to compensation by third parties based on product liability claims, at first demand, to the extent and as far as Supplier has responsibility for any such product faults triggering liability. Such the indemnification shall also include compensation for expenses incurred by Wall Concept GmbH and the costs of any precautionary campaign to recall potentially defective goods. The application of Sec. 426 BGB (German Civil Code) shall remain unaffected.

8. Liability, Force Majeure

8.1 Wall Concept GmbH bears unlimited liability for any damages in relation to the Produkthaftungsgesetz (German Product Liability Act), for damage caused by willful intent, by injury to life, limb or health, or the fraudulent concealment of defects or in case of a guarantee by Wall Concept GmbH.

8.2 In case of breach of fundamental obligations or rights, that emerge from the purpose or content of the contract, Wall Concept GmbH has unlimited liability if the damage is caused by gross negligence.

8.3 In the case of breach of non-fundamental obligations or rights that emerge from the contract, and if the damage is caused by gross negligence, Wall Concept GmbH shall not be shall not be liable for indirect damage and other consequential losses, such as loss of profits or failure to realize cost savings.

8.4 In all other cases the liability of Wall Concept GmbH shall be limited to compensation to the extent of assessable damage, which is typical in these contractual contexts, however not exceeding 10.000 € per case.

8.5 The limitations of liability as set out above do also apply to the liability of Wall Concept GmbH´s vicarious agents.

8.6 Wall Concept GmbH does not bear any further liability.

8.7 In cases of force majeure – e.g. war, danger of war, civil unrest, acts of God, fire, sabotage, epidemics, quarantine, government measures, strike or industrial action on the part of Wall Concept GmbH or its clients, etc. – which make performance of its contractual obligations, especially acceptance of delivery items impossible, Wall Concept GmbH shall be entitled to correspondingly delay acceptance of delivery items without being in default. Wall Concept GmbH will be entirely or partially released from its obligation to accept the delivery items or services and entitled to rescind the contract to the according extent if the delivery or service has been delayed by force majeure and it is no longer economical for Wall Concept GmbH to use the delivery or service due to such delay.

9. Confidentiality

9.1 All confidential information or documents made available by one of the Parties hereto to the other in connection with the conclusion and performance of a Purchase Order shall be treated as confidential by the Parties, even if they are not marked as confidential, may not be used by the receiving Party except for the purposes of the mutual business relationship.

9.2 Such information shall be treated as confidential by the Parties and shall not be disclosed to third parties. Both parties shall ensure, by concluding appropriate agreements with those of its own employees who need to have access to the said information or documents for the purpose of performing their professional duties, that these employees are equally obliged to maintain secrecy, even after the termination of their respective employment contracts.

9.3 The provisions as set out above shall not apply to information that

• is generally available to the public, or becomes generally available to the public other than as a breach of this non-disclosure agreement;

• is already lawfully in the possession of either of the Parties hereto prior to the effective date of application of this non-disclosure agreement, without having been obtained either directly or indirectly from the other Party;

• is made available to either of the Parties hereto after of application of this non-disclosure agreement by a third party, provided this third party has not violated any non-disclosure agreement; or

• the publication of which is required by statute and/or common law.

10. Export Restrictions and Tax obligations

10.1 Supplier warrants compliance with any applicable export regulations and/or tax laws and regulations of the Federal Republic of Germany and the EU.

11. Final Provisions

11.1 If any part, term, or provision of these General Terms and Conditions of Purchase or any Purchase Order concluded thereunder is or becomes legally ineffective or unenforceable, the validity of the remaining provisions shall not be affected thereby. Any ineffective or unenforceable provision shall rather be replaced by a legally effective provision that comes as close as possible to the intentions of the Parties hereto. The same applies, analogously, with respect to filling any gap in these General Terms and Conditions of Purchase or any Purchase Order concluded thereunder that may become evident.

11.2 The rights or benefits (or any part of the rights and benefits) may not be assigned or dealt with in any way by Supplier without the prior written consent of Wall Concept GmbH.

11.3 Claims arising out of this contract against Wall Concept GmbH may not be assigned by Supplier without the prior written consent of Wall Concept GmbH. Sec. 354 a BGB remains unaffected.

11.4 Any reservation of title shall be null and void in case the corresponding delivery item(s) have been paid for.

11.5 Wall Concept GmbH shall be entitled to rescind any Purchase Order if insolvency proceedings are instituted with respect to the Supplier's assets.

11.6 Unless otherwise stated, place of performance shall be Ulmen.

11.7 Place of venue for all disputes deriving directly or indirectly from a contract concluded pursuant these General Terms and Conditions of Purchase will be Ulmen.

11.8 These General Terms and Conditions of Purchase or any Purchase Order concluded thereunder are governed by the laws of the Federal Republic of Germany. The provisions of the UN Convention of Contracts for the International Sale of Goods of April 11, 1980 (CISG) are excluded.

General Terms and Conditions of Sale

1. Subject Matter

1.1 The sale and delivery of any goods by Wall Concept GmbH (“Wall Concept GmbH”) shall be subject to these General Terms and Conditions of Sale.

1.2 Wall Concept GmbH rejects any additional or inconsistent terms and conditions offered by Client at any time. Terms and Conditions issued by Client which contradict or differ from these General Terms and Conditions of Sale shall not become subject matter of the contract, even if we do not expressly contradict them or if we deliver unconditionally to the Customer in the knowledge that the terms and conditions of the Customer conflict with or differ from our General Terms and Conditions of Sale.

1.3 These terms and conditions shall furthermore provide the basis for all future transactions between Wall Concept GmbH and Client.

2. Ordering Procedure

2.1 For each supply request, Client shall send to Wall Concept GmbH – based on a corresponding offer by Wall Concept GmbH - a binding purchase order (“Purchase Order”) in writing (also Email or Fax) specifying the type, quantity (or quantities) of the delivery items requested, the resulting price(s), the delivery and payment terms (e.g. delivery location, required delivery schedule).

2.2 The Purchase Order furthermore shall detail any payment terms or delivery dates, if any, differing from these General Terms and Conditions of Sales.

2.3 Any terms or conditions other than the aforesaid included in any Purchase Order issued by Client shall be of no force or effect and shall not be binding on Wall Concept GmbH unless confirmed in writing (also Email or Fax) by Wall Concept GmbH.

2.4 Wall Concept GmbH shall acknowledge any Purchase Order (“Order Confirmation”) without undue delay, however not later than 10 working days in writing (also Email or Fax).

2.5 In the event that Wall Concept GmbH confirms a Purchase Order in altered form or in part only, e.g. with respect to delivery periods or quantities, the Parties shall confer with each other without undue delay and endeavour to find a solution acceptable to both parties.

2.6 Purchase Orders and other declarations issued by Client are binding only if they are confirmed by Wall Concept GmbH by a corresponding Order Confirmation. Individual contractual agreements made after the conclusion of a contract shall remain unaffected.

2.7 Wall Concept GmbH shall be entitled to demand from Client changes to the delivery item even after emission of an Order Confirmation, as long as this is reasonable to Client. The reasonableness shall be assessed taking adequately into account the effect of the proposed changes with regard to additional or reduced expenses and the agreed date of delivery.

3. Delivery, Passage of Risk

3.1 Any dates of delivery agreed between the Parties shall be binding.

3.2 Relevant for compliance with the agreed delivery date or the delivery deadline is receipt of the goods at the agreed upon receiving or usage site.

3.3 If Wall Concept GmbH becomes aware that it may not be able to deliver the delivery items by the agreed date, it shall notify Client immediately hereof and of the anticipated duration of the delay (Email or Fax). The Parties shall thereupon endeavour to find a mutually acceptable solution.

3.4 Unless explicitly agreed otherwise by the Parties, partial deliveries are admissible to the extent that they can be reasonably considered acceptable by Client.

3.5 The risk of accidental perishing or accidental deterioration of the delivery item(s) shall pass to the Client when the delivery items have been placed ready for shipment or have been collected by Client in cases where the delivery is on a freight paid basis. Risk also passes to Client if Client is overdue in receipt of delivery of the Products. Any cost incurred by Wall Concept GmbH due to the delay shall be borne by Client.

3.6 The delivery items shall be packed and labelled by Wall Concept GmbH in order to prevent transport damage as far as possible.

4. Third Party Rights

4.1 Wall Concept GmbH warrants that the delivery items do not infringe third party rights if used in accordance with the contractually agreed purpose.

4.2 If a third party brings a legitimate claim against Client on the grounds of an infringement of industrial property rights and/or copyrights by the delivery items and/or services supplied by Wall Concept GmbH, Client shall notify Wall Concept GmbH thereof without undue delay in writing; Client shall acknowledge such infringement and shall conduct or settle any disputes, including out-of-court settlements, only in agreement with Wall Concept GmbH.

5. Pricing

5.1 The prices payable for the delivery items are stated in each individual Order Confirmation excluding the statutory Value Added Tax applicable at the relevant time VAT.

5.2 Unless otherwise agreed, prices are in EURO (EUR) and are quoted on an EXW (Ex Works, Ulmen/Germany, Incoterms 2000) basis; i.e. inclusive of packaging but excluding insurance.

6. Invoicing and Payment

6.1 Wall Concept GmbH shall provide Client with a specified invoice for each delivery, containing in particular date and number of the Purchase Order to which the invoice relates.

6.2 Unless otherwise provided for in the respective Order Confirmation, Client shall make an advance payment of the amount and to the bank account specified in the respective invoice. Any payments shall be effectuated net cash, i.e. without deductions of any kind. The costs of international payment transfer shall be borne by Client.

6.3 Wall Concept GmbH is entitled from the day a payment is overdue to charge interest at a rate of 10% above the basic rate (“Basiszinssatz”) defined by the European Central Bank.

6.4 Client shall not be entitled to a right of set-off against claims for payment not out of the respective Purchase Order.

6.5 Wall Concept GmbH may retain any items until all due accounts receivable under the business relationship have been discharged in full.

7. Warranty

7.1 Wall Concept GmbH warrants that the delivery items will conform to the specifications contained in the respective Order confirmation. In the event that an Order confirmation deviates from the specifications a Purchase Order, the specifications contained in the Order confirmation shall prevail.

7.2 Client shall inspect the Products delivered upon receipt, latest within 3 days after delivery; in case of defects, Client shall inform Wall Concept GmbH thereof in writing (also Email or Fax) describing the defect and giving information that may be useful for its identification.

7.3 Wall Concept GmbH shall at its own discretion rectify the defects either by remedying the defect (subsequent improvement) or by supplying an item which is free from defects (replacement) within a reasonable time.

7.4 In the event that the remedy (repair or substitute supply) fails, Client may rescind the respective Purchase Order partially or completely or ask for an appropriate reduction of the sales price. Remedy is deemed to have failed if Wall Concept GmbH was not able to rectify the defects within two reasonable remedy periods. The statutory cases for the dispensability of setting deadlines remain unaffected.

7.5 Unless explicitly agreed otherwise, warranty claims shall become statute barred 12 months after delivery to the designated receiving or usage site.

8. Liability

8.5 The limitations of liability as set out above do also apply to the liability of Wall Concept GmbH´s vicarious agents.

8.6 Wall Concept GmbH does not bear any further liability.

9. Confidentiality

9.1 All confidential information or documents made available by one of the Parties hereto to the other in connection with the conclusion and performance of a contract concluded hereunder shall be treated as confidential by the Parties, even if they are not marked as confidential, may not be used by the receiving Party except for the purposes of the mutual business relationship.

9.3 The provisions as set out above shall not apply to information that

• is generally available to the public, or becomes generally available to the public other than as a breach of this non-disclosure agreement;

• the publication of which is required by statute and/or common law.

10. Retention of Title

10.1 Wall Concept GmbH retains title to supplied delivery items until the full purchase price has been paid (hereinafter: Items supplied under retention of title). The reservation of title applies to all accounts receivable already accrued at the time of conclusion of the contract.

10.2 Client must keep the delivery items in safe custody for Wall Concept GmbH with the due care and diligence required by good business practice, and must insure them at its own expense for an adequate amount against damage by fire, theft, water and third party risk.

10.3 In the event of seizure of the delivery items by third parties, Client must make Wall Concept GmbH´s ownership known and notify Wall Concept GmbH immediately in writing.

10.4 In the event that the realisable value of the delivery items charged under the retention of title clauses exceeds the total account receivable by Wall Concept GmbH from Client by more than 20 %, Wall Concept GmbH must, at Client’s request, release charged assets from the retention of title clause according to its own option up to the value limit named.

11. Final Provisions

11.1 If any part, term, or provision of these General Terms and Conditions of Sale or any Purchase Order concluded thereunder is or becomes legally ineffective or unenforceable, the validity of the remaining provisions shall not be affected thereby. Any ineffective or unenforceable provision shall rather be replaced by a legally effective provision that comes as close as possible to the intentions of the Parties hereto. The same applies, analogously, with respect to filling any gap in these General Terms and Conditions of Sale or any Purchase Order concluded thereunder that may become evident.

11.2 The rights or benefits (or any part of the rights and benefits) may not be assigned or dealt with in any way by Client without the prior written consent of Wall Concept GmbH.

11.3 Claims arising out of this contract against Wall Concept GmbH may not be assigned by Client without the prior written consent of Wall Concept GmbH. Sec. 354 a BGB remains unaffected.

11.4 Wall Concept GmbH shall be entitled to rescind any Purchase Order if insolvency proceedings are instituted with respect to the Client's assets.

11.5 Unless otherwise stated, place of performance shall be Ulmen.

11.6 Place of venue for all disputes deriving directly or indirectly from a contract concluded pursuant these General Terms and Conditions of Sale will be Ulmen.

11.7 These General Terms and Conditions of Sale or any contract concluded thereunder are governed by the laws of the Federal Republic of Germany. The provisions of the UN Convention of Contracts for the International Sale of Goods of April 11, 1980 (CISG) are excluded.