General Terms and Conditions

General Terms and Conditions of Purchase

of WEPA SE, Wepa Hygieneprodukte GmbH, Wepa Deutschland GmbH & Co. KG, Wepa Professional GmbH, Wepa Piechowice sp.zo.o., Wepa France S.A.S., Wepa Greenfield S.A.S., Wepa Italia S.r.l., Wepa Kraftwerk GmbH, Wepa UK Ltd., Wepa Nederland B.V., Wepa Category Solutions GmbH, Forti-Folien GmbH – these companies hereinafter referred to as “WEPA” –

1. General / Scope of application

1.1 All – including future – orders, contracts and other legal relationships between the supplier and WEPA shall be governed exclusively by the following Terms and Conditions of Purchase. Any other terms and conditions or the supplier’s general terms and conditions shall only apply if they have been recognised by WEPA in writing.
1.2 The supply contract and all ancillary agreements, amendments and supplements to the contract must be made in writing. Delivery call-offs for framework agreements and other agreements may also be made by fax, e-mail or, in exceptional cases, by telephone.

2. Offer / Order

2.1 Orders must be confirmed in writing by the supplier without delay and specifying the order number. If no confirmation is received within three weeks, WEPA shall be entitled to revoke the order.
2.2 WEPA may cancel or modify the services to be provided by the supplier in whole or in part at any time, provided that this is reasonable for the supplier and WEPA has a legitimate interest in doing so for technical production reasons or due to the requirements of its customers. The counter-performance obligations of WEPA shall change accordingly. The changes referred to in sentence 1 may relate to quantities, delivery dates, place of delivery, design, type of packaging or type of shipping.
2.3 If the supplier owes a work performance, WEPA shall be entitled to terminate the entire contract or parts of the contract at any time until completion of the work. In this case, the supplier shall be remunerated for the work duly performed by then. Otherwise, Section 649 sentences 2 and 3 BGB [German Civil Code] shall apply.
2.4 If the supplier is responsible for the reasons for termination, the services duly rendered up to that point shall be remunerated, provided they are utilised for WEPA. Claims for damages by WEPA remain unaffected. This also applies if WEPA cancels the contract due to insolvency of the supplier.
2.5 Changes to the quantity, delivery date, place of delivery, design, type of packaging or type of shipping of the goods are not permitted without the prior written consent of WEPA.
2.6 All unilateral declarations by WEPA and the supplier relating to the contract must be made in writing to be effective, unless otherwise stipulated in these General Terms and Conditions of Purchase or contractually.

3. Prices / Terms of payment

3.1 All agreed prices are fixed prices free place of delivery including packaging and excluding VAT. Payment shall be made within 30 days with 3% discount, otherwise 60 days net. Payment and discount periods commence upon receipt of the correct invoice and receipt of the contractual service. In the event of price and/or quantity differences caused by the supplier, the payment and discount periods shall only commence upon correction of the invoice or upon corresponding subsequent delivery. Invoices must include the invoice date, the order date, the WEPA order number, the supplier number and the supplier’s VAT identification number and show the VAT separately. Claims for late payment cannot be derived from invoices that do not take this into account.
3.2 The place of fulfilment for payment is the registered office of WEPA.
3.3 The supplier is not entitled to price increases after conclusion of the contract.
3.4 The supplier is not entitled to assign claims against WEPA or to have them collected by third parties. Section 354a HGB [Commercial Code] remains unaffected.
3.5 The supplier may only offset its own undisputed or legally established claims against claims by WEPA.
3.6 The supplier may only assert a right of retention against WEPA’s claims for its own undisputed or legally established claims that are based on the same legal relationship as WEPA’s claim.

4. Deliveries / Delivery dates

4.1 All deliveries are carriage paid, insured, unloaded and, if applicable, cleared by customs, unless otherwise agreed. WEPA is exempt from disclosure. Any necessary customs clearance must be carried out at the customs office responsible for the location. The supplier must dispatch deliveries on T1/T2. Any costs and fees at borders shall be borne by the supplier. Each consignment must be notified in good time with the recipient and place of delivery. A delivery note in duplicate specifying the order number, article number and supplier number must be enclosed.
4.2 All delivery items must be packaged in a customary and appropriate manner. In individual cases, WEPA is authorised to stipulate the type and manner of packaging to the supplier. Special packaging shall be disposed of at the supplier’s expense.
4.3 In the case of capital goods, the supplier is obliged to submit a valid supplier declaration in accordance with EC Regulation 1207/2001 at the beginning of each year and without being requested.
4.4 The place of fulfilment for deliveries and services is the destination specified by WEPA.
4.5 Agreed delivery dates and deadlines are binding. The date of receipt of the goods by WEPA shall be decisive for compliance if the supplier is responsible for transport to WEPA. As soon as delays or hindrances are recognisable, the supplier must notify immediately in writing, stating the reasons and expected duration. The supplier shall bear any additional costs incurred due to acceleration measures to meet the delivery date, provided that the supplier is responsible for the reasons for the possible delay or hindrance.
4.6 If the supplier is in default, WEPA shall be entitled to demand a contractual penalty from the supplier to the amount of 0.5% of the value of the goods per week or part thereof, up to a maximum of 5% of the total value of the order, limited to the damage foreseeable at the time of conclusion of the contract. The contractual penalty may be reduced if it is disproportionate. WEPA may also claim damages for the delay, taking into account the forfeited contractual penalty. In particular, all downtime costs incurred as a result of the delay (retrofitting costs, expenses from business interruption, replacement procurement etc.) and loss of profit shall be reimbursed.

5. Assumption of risk

5.1 The supplier shall bear the risk of accidental loss or accidental deterioration of the goods until the goods are handed over (unloaded) to WEPA.
5.2 The supplier shall be responsible for the careful selection of the freight carrier chosen by it.

6. Incoming goods inspection

6.1 As part of its quality assurance, the supplier shall carry out outgoing goods inspections for all goods to be delivered to WEPA and shall document the results. WEPA may request these reports at any time. WEPA may at any time have the goods analysed by a sworn expert of its choice and have the marketability, including packaging, as well as the supplier’s quality assurance measures checked. The supplier shall contribute to the costs of analysis and inspection with a maximum amount of € 5,000.00 per calendar year. For the purpose of the inspection, the supplier shall grant the sworn expert full access to its production facilities, storage rooms and administrative facilities and provide the necessary information. The supplier is obliged to rectify any defects identified immediately at its own expense. If the supplier procures materials or other services from an upstream supplier, the supplier must contractually include these in the quality assurance system or the supplier itself must ensure the quality of the upstream services. WEPA’s incoming goods inspection is limited to inspecting the goods for externally recognisable transport damage, externally recognisable material defects and deviations in identity, quality and quantity. In the event of such defects, WEPA shall notify the supplier in writing, by fax or e-mail within seven days of goods receipt. WEPA is also authorised to carry out spot checks. Any further application of Section 377 of the German Commercial Code is excluded.
6.2 WEPA reserves the right to carry out a more extensive incoming goods inspection. WEPA shall notify the supplier in writing, by fax or e-mail of any defects discovered in the course of this process as well as any other defects discovered in the ordinary course of business within seven days after their discovery.

7. Liability for defects

7.1 In the event of a material defect or defect of title in the delivered goods or any other breach by the supplier of its obligations set out in Section 6.1, WEPA shall be entitled, at the supplier’s expense and risk,
a) to return or send back the defective goods, to demand delivery of defect-free goods within a reasonable period of time and to refuse payment of the purchase price until receipt of defect-free goods and, if the set deadline expires without result,
b) to withdraw from the blanket order and to demand reimbursement of any parts of the purchase price already paid.
Instead of asserting the rights specified in sentence 1 lit. a) and b), WEPA may reduce the purchase price by declaration to the supplier or, if there is imminent danger or particular urgency, remedy the notified defect itself or have it remedied by a third party at the supplier’s expense.
7.2 WEPA reserves all further rights and claims. This applies in particular to claims for damages or reimbursement of expenses.
7.3 The supplier shall be liable for all direct and indirect damages and expenses of WEPA or third parties that are based on defects in its delivery for which it is responsible.
7.4 The warranty period for defective services of the supplier is two years. This period shall commence upon delivery of the goods to WEPA or upon acceptance of the performance of the supplier by WEPA, if acceptance is contractually or legally stipulated.
7.5 If WEPA is obliged for reasons for which the supplier is responsible or is reasonably required to sort out or recall products (both delivered contractual products and goods produced by WEPA) or to take other measures to prevent, avert or minimise damage, the supplier must compensate WEPA for all expenses, costs and damages incurred as a result, including financial losses and the value of the goods. If the products have to be destroyed on the basis of reasonable judgement, the supplier shall bear the costs for this. In the cases of sentences 1 and 2, WEPA shall inform the supplier in good time and give it the opportunity to comment, insofar as this is possible. Product liability remains unaffected.
7.6 The supplier shall indemnify WEPA against claims by third parties on the grounds that a WEPA product is defective, if the cause of this defect lies within the supplier’s sphere of organisation and influence. This shall not apply in cases of fault-based liability if the supplier proves that it is not at fault regarding the product defect.

8. Insurance cover

The supplier is obliged to maintain appropriate business and product liability insurance as well as appropriate insurance cover for all risks specified in Sections 6 and 7 of these General Terms and Conditions of Purchase at its own expense until final expiry of the warranty period. Proof of insurance cover must be provided to WEPA on request. WEPA must be notified immediately of any change to or endangering of the insurance cover.

9. Transfer of ownership

WEPA acquires unrestricted title to the delivered goods upon their handover at the agreed place of delivery. By handing over the goods, the supplier declares that it is fully authorised to dispose of the goods and that there are no third-party rights to the goods.

10. Compliance with regulations

10.1 When fulfilling the contract, the supplier is obliged to comply with the relevant statutory and official regulations and requirements. The delivery or service must comply with the safety, industrial safety and accident prevention regulations as well as all relevant standards, DIN, VDE and other regulations. If protective devices are prescribed on the basis of such regulations, the supplier must supply these within the agreed price, even if they are not specified in the offer or order.
10.2 The supplier must ensure that third party property rights are not infringed in the execution of the contract and in the delivery and use of the delivery item or service. In the event of culpable breach of duty, the supplier shall be liable for all claims arising from the infringement of patents, copyrights, design rights, trade mark rights and rights to the use of names when the delivered goods are used in accordance with the contract. The supplier shall indemnify WEPA and its customers against all claims arising from the use of such property rights.
10.3 The supplier guarantees that the scope of delivery complies with the relevant current European directives and bears the CE mark. The provision of a declaration of conformity with a detailed risk analysis before the end of commissioning is an essential obligation of the supplier. The buyer shall provide the supplier with the corresponding supplier declarations relating to its own scope of delivery in good time.

11. Force majeure

11.1 In the event of force majeure, the party affected thereby shall be released from its above-specified obligations for the period of the force majeure event. The event of force majeure must be presented and proven to the other party. In particular, the following events are to be understood as force majeure: Strikes, lockouts, fires, earthquakes, floods, wars, coups d’état etc.
11.2 Events of force majeure shall only release the party affected thereby from its contractual obligations to the extent that it is thus prevented from performing its service. The obligation shall only be suspended for the period in which the force majeure event prevents it from fulfilling its obligation to perform. The contracting party claiming force majeure shall immediately notify the other partner in writing of the beginning and end of the force majeure. Otherwise it shall forfeit the right to invoke this impediment.
11.3 If the supplier is prevented from performing its contractual obligations for a longer period of time, or if it has suspended payments, or if insolvency proceedings have been applied for or opened against its assets, or if the opening of such proceedings has been rejected for lack of assets, WEPA shall be entitled to withdraw from the part of the contract that has not yet been fulfilled.

12. Secrecy

12.1 The supplier and WEPA are obliged to maintain secrecy concerning all confidential information of the other party that becomes known to them in the course of the business relationship and not to utilise it. Documents containing or relating to such confidential information shall be stored by both parties in such a way that they are accessible to nobody. Sentences 1 and 2 shall apply in particular to layout samples, drawings, production methods, business processes and other trade and business secrets of any kind. Each party may only disclose confidential information and documents of the other party to its employees or subcontractors to the extent that this is indispensable for fulfilling its contractual obligations towards the other party. The parties shall oblige their employees and subcontractors to maintain confidentiality in accordance with the above-specified provisions, and shall do everything reasonable to prevent the disclosure of confidential information and documents of the other party by their employees or subcontractors.
12.2 The parties shall be obliged to maintain confidentiality in accordance with Section 12.1 even after complete termination of their business relationship.
12.3 Documents containing or referring to confidential information of the other party must be returned to the other party immediately after complete fulfilment of the delivery order. If the supplier requires such documents to carry out warranty work, WEPA shall make them available to the supplier in good time before commencement of the work. Upon completion of the work, the supplier must immediately return the documents to WEPA.
12.4 The supplier may not advertise the business relationship without the prior written consent of WEPA.

13. Property rights

WEPA reserves ownership and all other rights (e.g. patent and copyright) to the information provided. This applies in particular to layouts, brand names, presentations, etc. that are protected by competition law.

14. Social compliance: compliance with human rights and ILO core labour standards, Minimum Wage Act

14.1 The supplier confirms that it and its sub-suppliers comply with the respective laws and other relevant provisions in all production processes and operations for the contractual WEPA articles, as well as in all other business actions and decisions. Furthermore, the supplier confirms that it and its sub-suppliers comply with and implement human rights without exception as a minimum standard of ethical conduct in all production processes and operations for the contractual WEPA articles, and in particular the so-called ILO core labour standards(http://www.ilo.org/berlin/arbeits-und- standards/kernarbeitsnormen/lang--de/index.htm)
– Convention 87 – Freedom of Association and Protection of the Right to Organise
– Convention 98 – Right to Organise and Collective Bargaining
– Convention 29 – Forced Labour - incl. 2014 Protocol to the
Forced Labour Convention
– Convention 105 – Abolition of Forced Labour
– Convention 100 – Equal Remuneration
– Convention 111 – Discrimination (Employment and Occupation)
– Convention 138 – Minimum Age
– Convention 182 – Prohibition and Immediate Action for the Elimination of the
Worst Forms of Child Labour.

14.2 The supplier shall assign responsibility to at least one member of the management to monitor compliance with the standards specified in 14.1 in the production processes and operations involved in the manufacture of the WEPA articles covered by the contract. These checks must be carried out at least once a year; a corresponding informative report must be submitted to WEPA on request. WEPA is entitled, subject to a reasonable period of notice, to check compliance with the requirements and standards set out in this Section 14.1 itself or through third parties bound to secrecy, and to carry out checks at the production sites involved in the manufacture of the WEPA articles covered by the contract. This also includes the inspection of plant, business premises and records that document compliance with these standards. The supplier is obliged to correct all deviations from the requirements in accordance with Section 14.1.
14.3 The supplier guarantees that it will act in accordance with the law in the course of its activities for WEPA and, in particular, that it will comply with all relevant obligations regarding the payment of minimum wage (e.g. from the law, collective agreement or other legal provision) in good time and in full, and that it will also oblige any (sub)contractors or vicarious agents it uses to comply with them. The supplier is obliged to remunerate its employees at least with the statutory minimum wage according to the Minimum Wage Act, insofar as these employees are subject to the regulations of the Minimum Wage Act. The supplier guarantees that the (sub)contractors and vicarious agents commissioned by it also comply with the above requirement, and in particular pay the statutory minimum wage. The supplier hereby fully guarantees compliance with these obligations and warrants that it shall be fully liable to WEPA for any breaches by itself or its vicarious agents and authorised (sub)contractors. In particular, the supplier undertakes to indemnify WEPA against any third-party claims for compensation upon first request.
14.4 If the supplier does not comply with one or more of the above provisions and does not remedy this situation despite being set a reasonable deadline for remedial action, WEPA shall be entitled to terminate individual or all agreements existing between the supplier and WEPA without notice.
14.4 Hält der Lieferant eine oder mehrere vorstehender Regelungen nicht ein und hilft er diesem Zustand, trotz Setzung einer angemessenen Frist zur Abhilfe nicht ab, so ist WEPA berechtigt, einzelne oder alle zwischen Lieferant und WEPA bestehende Vereinbarungen außerordentlich fristlos zu kündigen.

15. Miscellaneous

15.1 These General Terms and Conditions of Purchase and all contractual relationships between the parties shall be governed by the laws of the Federal Republic of Germany, excluding its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
15.2 The place of jurisdiction is Arnsberg. This shall also apply to actions on bills of exchange and cheques. However, WEPA shall also be entitled to sue the supplier at its general place of jurisdiction.
15.3 WEPA shall only be liable for damages caused intentionally or by gross negligence.
15.4 Should any provision of these General Terms and Conditions of Purchase be or become invalid, this shall not affect the validity of the remaining provisions and the contract as a whole.
15.5 WEPA informs that personal data will be stored in compliance with the statutory provisions, processed in connection with business transactions and, to the extent necessary for the performance of the contract, forwarded to third parties.

General Terms and Conditions of Sale

of Wepa SE, Wepa Hygieneprodukte GmbH, Wepa Deutschland GmbH & Co. KG, Wepa Professional GmbH, Wepa Piechowice sp.zo.o., Wepa France S.A.S., Wepa Greenfield S.A.S., Wepa Italia S.r.l., Wepa Kraftwerk GmbH, Wepa UK Ltd., Wepa Nederland B.V., Wepa Category Solutions GmbH, Forti-Folien GmbH – these companies hereinafter referred to as “WEPA” –

1. General / Scope of application

1.1 All orders, contracts and other legal relationships between the Buyer and WEPA, including future ones, shall be governed exclusively by the following Terms and Conditions of Sale of WEPA. Any other terms and conditions shall only apply if they have been recognised by WEPA in writing.
1.2 The delivery contract and all ancillary agreements, amendments and supplements to the contract must be made in writing. Call-offs by the buyer in the case of framework agreements and other agreements may also be made by fax, e-mail or, exceptionally, by telephone.

2. Order / Offer / Delivery

2.1 Orders of the buyer must be made in writing and contain at least information on the type of goods, quality of the goods, desired special characteristics of the goods, dimensions, type of packaging, delivery quantity, delivery period or delivery date, and price expectations of the buyer.
2.2 If the buyer’s order is an offer within the meaning of Sections 145 et seq. of the German Civil Code, WEPA may accept this offer within 14 calendar days by written order confirmation. A purchase contract which establishes obligations of WEPA towards the buyer is only concluded upon receipt of the written order confirmation from WEPA by the buyer within the above-specified period.
2.3 All offers of WEPA are subject to change and non-binding, unless they are expressly designated as binding in writing. Offers which WEPA has designated as binding shall be valid for 14 calendar days from the offer date. If the buyer does not accept the offer within this period, WEPA is no longer bound by the offer.
2.4 The goods are provided by WEPA ex-works for collection by the buyer. The risk shall pass to the buyer as soon as WEPA has notified him that the goods are ready. The buyer transports the goods at his own expense. If, however, the goods are shipped to the buyer on the basis of a corresponding agreement by WEPA, the risk shall pass to the buyer upon handover of the goods to the company commissioned by WEPA to transport the goods.
2.5 If WEPA pallets are used for transport, the buyer shall be obliged to exchange them for pallets of the same quality and quantity from its stock. Otherwise, the buyer shall pay damages.
2.6 An agreed delivery period shall commence on the date of the written order confirmation by WEPA or the buyer, unless otherwise agreed. However, the delivery period shall not start before final clarification of all details of order fulfilment; this applies accordingly to delivery dates.
2.7 WEPA shall be entitled to deliver before expiry of the delivery period or delivery date. Partial deliveries by WEPA are permissible unless the buyer obviously has no interest in them.
2.8 Delivery periods and delivery dates are only approximate, unless fixed periods or dates have been expressly agreed in writing. In the case of goods to be collected by the buyer, notification to the buyer that the goods are ready for collection shall be sufficient for compliance with delivery periods and delivery dates. If WEPA ships the goods to the buyer, the handover of the goods to the company commissioned by WEPA with the transport shall be sufficient for the observance of delivery periods and delivery dates.
2.9 If WEPA does not comply with a firmly agreed delivery period or a firmly agreed delivery date for reasons for which it is responsible, the buyer may withdraw from the contract after the fruitless expiry of a reasonable grace period. Compensation for damage caused by delay as well as damages for non-performance can only be claimed if the non-observance of the delivery period or the delivery date is due to intent or gross negligence on the part of WEPA.
2.10 Upon request and at the expense of the buyer, the delivery can be covered by transport insurance when goods are shipped by WEPA.
2.11 WEPA is entitled to store the ordered goods at its premises or at the premises of a third party at the buyer’s expense if the buyer postpones the date of delivery or does not collect the goods provided after notification of the provision.
2.12 If the buyer is responsible for the postponement of the delivery or the non-collection of the goods, WEPA may withdraw from the contract with the buyer two weeks after the start of the storage of the goods and sell the ordered goods elsewhere. In this case, the buyer cannot assert any claims against WEPA. WEPA may claim damages from the buyer if the purchase price from the sale elsewhere is lower than the purchase price agreed with the buyer or if a sale elsewhere is not possible.

3. Force majeure

3.1 In the event of force majeure, the party affected thereby shall be released from its obligations for the period of the force majeure event. The event of force majeure must be presented and proven to the other party. In particular, the following events are to be understood as force majeure: strikes, lockouts, fires, earthquakes, floods, wars, coups d’état etc.
3.2 Events of force majeure shall only release the party affected thereby from its contractual obligations to the extent that it is thus prevented from performing its service. The obligation shall only be suspended for the period during which the event of force majeure impedes the fulfilment of the obligation to perform. The contracting party claiming force majeure shall immediately notify the other partner in writing of the beginning and end of the force majeure. Otherwise it shall forfeit the right to invoke this impediment.
3.3 The provisions of Sections 3.1 and 3.2 shall apply mutatis mutandis in the event of operational and traffic disruptions, shortages or rationing of raw materials or other operating resources indispensable for the manufacture of the goods, and in the event of official orders which directly or indirectly disrupt or prevent the manufacture or delivery of the goods, insofar as the aforementioned circumstances cannot be remedied by reasonable measures.

4. Duty to inspect and complain

4.1 The buyer is obliged to inspect the goods delivered by WEPA immediately upon receipt and to notify WEPA in writing without delay of any defects discovered. If the buyer fails to give notice, the goods shall be deemed to have been approved, unless the defect was not recognisable during the inspection. The buyer is also obliged to note in a suitable and legible manner on the shipping documents any external damage to the goods and their packaging, type deviations as well as quantity deviations and production-related deviations exceeding the tolerance values specified in Section 5 upon receipt of the goods. The note shall not be deemed to be a notice of defect within the meaning of sentence 1, but shall merely serve to determine the time at which the defect was discovered and to narrow down the time at which the defect arose.
4.2 If a defect that was not recognisable during the inspection becomes apparent later, the buyer must report this defect in writing immediately after discovery. Otherwise, the goods shall be deemed approved also with regard to this defect.
4.3 The timely dispatch of the notice of defects shall be sufficient to preserve the rights of the buyer.
4.4 The provisions of Sections 4.1 to 4.3 do not apply to the sale of consumer goods.
4.5 Negotiations between the buyer and WEPA on a defect notified by the buyer are merely an attempt to reach an amicable settlement. This does not constitute any acknowledgement of defects by WEPA and no tacit waiver by WEPA of the objection of late notification of defects.

5. Tolerances

The following deviations from the delivery contract are permissible and are accepted by the buyer as being in accordance with the contract:
– Quantity deviations upwards or downwards of up to 10%, in the case of buyer-specific presentation or special production prescribed by the buyer of up to 20%.
– Production deviations upwards or downwards of up to 10%. This applies to deviations in grammage, deviations in dimensions (e.g. length, width, thickness, diameter), deviations in sheet contents and all other product-related deviations. The buyer is only obliged to pay for the goods actually delivered.

6. Claims for defects

6.1 A material defect exists if the goods sold do not have the agreed quality at the time of transfer of risk. In the absence of agreements on the quality of the goods, a material defect shall be deemed to exist if the goods are not suitable for the use provided for in the contract. If the contract does not presuppose a specific usability of the goods, a material defect shall be deemed to exist if the goods are not suitable for normal use or do not have the quality customary for goods of the same type which the buyer can expect according to the type of goods.
6.2 A defect of title exists if third parties can assert rights against the buyer in relation to the item which the buyer did not assume in the purchase contract.
6.3 Rights or claims of third parties based on industrial or intellectual property only lead to a defect of title insofar as the rights have been registered and published in accordance with international or national standards of the Federal Republic of Germany. A delivery is not defective in title insofar as the legal provisions applicable at the buyer’s place of business do not conflict with the normal use of the goods.
6.4 In the event of a defect of title, WEPA shall be exclusively entitled to obtain any necessary usage permits or licences from the third party. The buyer is prohibited from obtaining such permits or licences from the third party on its own authority at WEPA’s expense. Costs incurred by the buyer in the event of infringement due to a contractual agreement with the third party are not recoverable damages of the buyer.
6.5 WEPA shall, at its option, either repair or replace defective goods. If WEPA has not remedied the defect or supplied a replacement within a reasonable period of time, or if the goods remedied or supplied as a replacement are again defective, the buyer may demand a reduction in the purchase price or rescission of the contract. Other claims are excluded. This provision does not apply to the sale of consumer goods.
6.6 WEPA’s liability for defects is excluded if the defect has been caused by improper handling of the goods. This is particularly the case if the purchaser disregards the specifications of WEPA’s product information and instructions for use. In case of doubt about the proper handling of the goods, the buyer must inquire with WEPA. If it fails to do so, claims against WEPA are excluded in the event of a defect.
6.7 Products of WEPA which are intended for a new application by the buyer must be assessed by the buyer for their suitability for this application before conclusion of the contract. Otherwise, claims against WEPA are excluded in the event of damage to the goods. The use of new or different equipment to process the goods is also considered a new application.
6.8 Samples and specimens serve only to describe the goods. No guarantees of quality or other warranties can be derived from them. The buyer is obliged to inform WEPA in writing of any special characteristics of the goods requested by him in his order. If the notice is omitted and the special property of the goods is missing at the time of transfer of risk, any liability of WEPA due to this circumstance is excluded.
6.9 A return of sold goods free of defects is only permissible with the express, prior and written consent of WEPA. Unless otherwise agreed, WEPA will only take back goods carriage paid and issue a credit note in the amount of the purchase price paid by the buyer less a reasonable handling fee.

7. Compensation for damages

7.1 WEPA shall only be liable for damage caused by it or one of its vicarious agents through gross negligence or wilful intent. This does not apply to liability for damages arising from injury to life, limb or health.
7.2 Damages that are not foreseeable are excluded from liability.
7.3 WEPA shall not be liable for indirect, incidental or consequential damages, such as loss of profits, unless such damages were caused by WEPA’s gross negligence or wilful misconduct.
7.4 WEPA’s liability is limited to the benefits of your public liability insurance. The buyer can request corresponding insurance certificates from WEPA if required.
7.5 The above liability provisions apply to contractual and non-contractual claims. WEPA’s liability under the Product Liability Act remains unaffected.

8. Retention of title

8.1 The goods shall remain the property of WEPA until full payment of all claims arising from the business relationship, including ancillary claims, claims for damages and encashment of cheques and bills of exchange. The retention of title shall also remain in force if individual claims of WEPA are included in a current account and the balance is drawn and recognised.
8.2 The buyer shall be entitled to resell, process or install the goods subject to retention of title only subject to the following provisions and only on condition that the claims pursuant to Section 8.5 are actually transferred to WEPA.
8.3 The processing of the goods subject to retention of title shall be carried out for WEPA. The buyer shall not acquire ownership of the new item pursuant to § 950 BGB [German Civil Code]. If the goods subject to retention of title are processed with other items not belonging to WEPA, WEPA shall acquire co-ownership of the new item in the ratio of the value of the goods subject to retention of title (invoice value) to the other processed items.
8.4 The authorisation of the buyer to sell goods subject to retention of title in the ordinary course of business shall expire upon revocation, but at the latest in the event of default of payment by the buyer or in the event of a significant deterioration of the buyer’s financial circumstances, or upon filing for or opening of insolvency proceedings against the buyer’s assets.
8.5 The buyer hereby assigns to WEPA the claims arising from the resale of the reserved goods including any balance claims with all ancillary rights. WEPA accepts this assignment.
8.6 As long as the buyer meets his payment obligations, he is authorised to collect the assigned claims. The authorisation to collect shall expire upon revocation, but at the latest in the event of default of payment by the buyer or in the event of a significant deterioration in the buyer’s financial circumstances, or upon application for or opening of insolvency proceedings against his assets. In this case WEPA may set the buyer a deadline for payment. In the event of fruitless expiry of the deadline, WEPA shall be entitled to inform the debtors of the assignment and to collect the claim itself or through authorised third parties.
8.7 The buyer is obliged to hand over to WEPA on request an exact list of the claims to which the buyer is entitled with the names and addresses of the buyers, the amount of the individual claims, invoice date etc., and to provide WEPA with all information necessary for the assertion of the assigned claims, and to permit the verification of this information.
8.8 If the value of the securities exceeds WEPA’s claims by more than 20%, WEPA shall release securities of its choice at the buyer’s request.
8.9 Pledging or transfer by way of security of the reserved goods or the assigned claims is not permitted. WEPA shall be notified immediately of any seizure, stating the name of the pledgee.
8.10 If WEPA takes back the delivery item on the basis of the retention of title, this shall only constitute a withdrawal from the contract if WEPA expressly declares this. WEPA shall be entitled to satisfy its claims from the repossessed goods subject to retention of title by private sale. In this case, claims of the buyer against WEPA are excluded. WEPA may claim damages from the buyer if the purchase price obtained from the private sale is lower than the purchase price agreed with the buyer or if a private sale is not possible.
8.11 The buyer shall store the goods subject to retention of title for WEPA free of charge. He shall insure them against the usual risks, such as fire, theft and water, to the customary extent. The buyer hereby assigns to WEPA his claims for compensation to which he is entitled from damages of the above-mentioned kind against insurance companies or other parties liable for compensation, to the amount of the invoice value of the goods. WEPA accepts this assignment.
8.12 All claims and the rights arising from the retention of title shall remain in force until the full release of contingent liabilities which WEPA has entered into in the interest of the buyer.

9. Prices

9.1 All prices are calculated in EURO and are subject to the applicable statutory value added tax.
9.2 For foreign deliveries to member states of the European Union or to third countries, WEPA shall invoice sales tax in accordance with the applicable legal provisions.
9.3 If freight or insurance costs or public charges and duties such as taxes, customs duties, import/export fees are increased or newly introduced after conclusion of the contract, WEPA may add these additional charges to the agreed price even in the case of freight paid or duty paid delivery.

10. Terms of payment

10.1 The invoice amount is to be paid net within 30 days of the invoice date.
10.2 The buyer shall transfer the invoice amount to the respective account of WEPA at his risk and expense. The buyer’s payment obligation shall only be fulfilled upon receipt of the payment on the respective account of WEPA.
10.3 WEPA may, at its discretion, set off incoming payments against outstanding claims.
10.4 WEPA reserves the right to demand advance payment, payment on delivery or cash payment for its goods if it subsequently becomes aware of a significant deterioration in the buyer’s financial situation.
10.5 The withholding of payments or offsetting by the buyer due to any counterclaims is excluded unless the counterclaim is undisputed or legally established. Furthermore, the assertion of a right of retention by the buyer is only permissible if his counterclaim is based on the same legal relationship as WEPA’s claim.
10.6 In the event of payment after the due date, WEPA shall be entitled to charge interest on arrears at a rate of five percentage points above the base rate applicable at the time. In the case of legal transactions in which a consumer is not involved, the interest rate for claims for payment shall be eight percentage points above the applicable base rate. Apart from that, the statutory provisions of Section 288 (3) and (4) of the German Civil Code are not waived.

11. Social compliance: compliance with human rights and ILO core labour standards, Minimum Wage Act

11.1 WEPA confirms that WEPA complies with the respective laws and other relevant provisions in all production processes and operations for the contractual WEPA articles, as well as in all other business actions and decisions. WEPA further confirms that WEPA complies with human rights as a minimum standard of ethical behaviour in all production processes and operations for the WEPA articles covered by the contract, and in particular with the so-called ILO core labour standards (http://www.ilo.org/berlin/arbeits-und-standards/kernarbeitsnormen/lang-- de/index.htm)
- Convention 87 - Freedom of Association and Protection of the Right to Organise
- Convention 98 - Right to Organise and Collective Bargaining
- Convention 29 - Forced Labour - incl. Protocol of 2014 to the Forced Labour Convention. Forced Labour Protocol of 2014
- Convention 105 - Abolition of Forced Labour
- Convention 100 - Equal Remuneration
- Convention 111 - Discrimination (Employment and Occupation)
- Convention 138 - Minimum Age
- Convention 182 - Prohibition and Immediate Action for the Elimination of the Worst Forms of Child Labour.

11.2 WEPA guarantees to act in accordance with the law within the scope of its activities and, in particular, to comply with all relevant obligations regarding the payment of a minimum wage (e.g. from law, collective agreement or other legal provisions) in a timely and complete manner and also to oblige any (sub)contractors or vicarious agents to comply with these. WEPA is obliged to remunerate its employees at least with the statutory minimum wage according to the Minimum Wage Act, insofar as these employees are subject to the regulations of the Minimum Wage Act.
11.3 WEPA hereby informs that the packaging types listed in Section 15 (1) of the German Packaging Act, in particular transport packaging, insofar as it is subject to the provisions of the German Packaging Act, will be taken back by WEPA free of charge in order to increase the return rates. If required, please contact wepro@wepa.de with the subject “transport packaging”.

12. Miscellaneous

12.1 The place of jurisdiction is Arnsberg, Germany. This also applies to actions on cheques and bills of exchange.
12.2 These General Terms and Conditions of Sale and all contracts and other legal relationships between the buyer and WEPA shall be governed by the laws of the Federal Republic of Germany, excluding its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
12.3 Should individual provisions of these General Terms and Conditions of Sale be invalid, this shall not affect the validity of the remaining provisions or the contract as a whole. The parties are obliged to replace ineffective conditions with effective conditions that come as close as possible in their economic purpose to the ineffective conditions.
12.4 WEPA points out that personal data is stored in compliance with the legal provisions, processed in connection with business transactions and, if necessary for the performance of the contract, forwarded to third parties.