General Terms and Conditions (GTC)

§ 1 Scope of Application

(1) These General Terms and Conditions (GTC) apply to all contracts between WOWL GmbH (hereinafter referred to as "WOWL") and its customers (hereinafter referred to as "Customer") regarding the provision of services in the field of European market entry for Chinese brands as well as regarding the sale of products (physical goods) within the framework of direct sales to end consumers.

(2) Deviating conditions of the Customer shall not be recognized unless WOWL expressly agrees to their applicability in writing.

§ 2 Description of Services

(1) WOWL provides services for successful market entry of Chinese brands in Europe. This includes in particular:

• Market entry strategy development
• Market analysis and target group research
• Omnichannel marketing concepts
• Content localization and translation services
• Sales and logistics consulting
• Legal advice on European market approval
• Data analysis and performance optimization

(2) The exact scope of services to be provided is defined in the respective individual contract or offer.

§ 3 Contract Conclusion

(1) Offers from WOWL are subject to change and non-binding.

(2) The contract is concluded by written acceptance of the offer by the Customer or by express written confirmation from WOWL.

(3) Oral side agreements do not exist. Changes and additions to the contract require written form.

§ 4 Prices and Payment Terms

(1) All prices are plus applicable statutory value-added tax.

(2) Payment shall be made according to the terms agreed in the offer or contract. Typically, 50% of the fee is due upon contract conclusion and 50% upon completion of the agreed services.

(3) In case of late payment, WOWL charges default interest at a rate of 9 percentage points above the base interest rate p.a.

(4) The Customer may only set off against undisputed or legally established counterclaims.

§ 5 Service Provision and Deadlines

(1) WOWL will provide the agreed services with the care of a prudent merchant.

(2) Deadlines and time limits for service provision are binding if agreed in writing. In case of delays for which WOWL is not responsible (e.g., due to unforeseen official procedures, delays by subcontractors, or force majeure), the deadlines shall be extended appropriately.

(3) The Customer is obliged to provide all information and documents required for service provision in a timely and complete manner.

§ 6 Liability

(1) WOWL is fully liable for intent and gross negligence.

(2) In case of slight negligence, WOWL is only liable for the breach of essential contractual obligations (cardinal obligations). In this case, liability is limited to the contract-typical, foreseeable damage.

(3) Liability for indirect damages, lost profits, and consequential damages is excluded to the extent permitted by law.

(4) The above limitations of liability do not apply to damages resulting from injury to life, body, or health, nor in case of mandatory statutory liability.

§ 7 Intellectual Property

(1) All concepts, strategies, analyses, and other work results created by WOWL remain the property of WOWL until full payment of all due claims.

(2) After full payment, the Customer receives a simple, non-exclusive right of use to the created works for the agreed purpose of use.

(3) The copyrights to the works created by WOWL remain with WOWL.

§ 8 Confidentiality

(1) The contracting parties undertake to treat all business and technical information received in connection with contract performance confidentially and not to disclose it to third parties.

(2) This confidentiality obligation applies for the duration of the contractual relationship and three years after its termination.

§ 9 Contract Duration and Termination

(1) The contract duration is determined by the agreement made in the respective contract.

(2) Either party may terminate the contract for good cause. Good cause exists in particular if the other party breaches essential contractual obligations and does not remedy the breach despite warning with reasonable deadline.

(3) Termination requires written form.

§ 10 Final Provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Sales Convention.

(2) The place of performance and jurisdiction for all disputes arising from this contract is, as far as legally permissible, the registered office of WOWL in Kaarst.

(3) If one or more provisions of these GTC are or become invalid, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by a valid regulation that comes closest to the economic purpose of the invalid provision.

(4) Changes or additions to these GTC require written form. This also applies to the waiver of the written form requirement.

§ 11 Product Deliveries and Sales of Goods

(1) This § 11 applies in addition to the preceding provisions to all contracts for the sale of physical products (goods) by WOWL to end consumers (B2C transactions).

(2) The exact characteristics of the goods result from the respective product description on the WOWL website or in the sales documents. Illustrations are exemplary and may differ slightly from the delivered goods.

(3) Delivery is made to the delivery address specified by the Customer. Delivery times are non-binding unless expressly agreed as binding. In the event of significant delivery delays for which WOWL is responsible, the Customer may withdraw from the contract after setting an unsuccessful deadline.

(4) The risk of accidental loss and accidental deterioration of the goods passes to the Customer upon handover of the goods to the Customer or a recipient designated by the Customer. In the case of shipment deliveries, the risk passes to the Customer upon handover of the goods to the transport service provider.

(5) For the sale of goods to end consumers, the statutory warranty rights apply. WOWL additionally grants a voluntary manufacturer's guarantee, the exact conditions of which can be found in the respective product documentation.

(6) The right of withdrawal for end consumers is governed by the separate right of withdrawal information, which is part of these GTC and can be accessed on the WOWL website at https://wowl.de/widerrufsbelehrung_en.html.

(7) For returns of goods, the goods must be returned undamaged and in the original packaging with all accessories. The costs of return shall be borne by the end consumer, unless the return is due to a defect or due to the exercise of the right of withdrawal according to the right of withdrawal information.