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" –

(Status 06-2022)

1.General / Scope of Application

1.1 The following WEPA Terms and Conditions of Sale shall apply exclusively to all - including future - orders, contracts and other legal relationships between the buyer and WEPA. Other terms and conditions shall only apply if they have been accepted by WEPA in writing.

1.2 The delivery contract as well as all ancillary agreements, contract amendments and contract supplements must be 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 must contain at least information on the type of goods, the quality of goods, the desired special characteristics of goods, the dimensions, the type of packaging, the delivery quantity, the delivery period or the delivery date and the price expectations of the buyer.

2.2 If the buyer's order is an offer within the meaning of §§ 145 ff of the German Civil Code, WEPA may accept this offer within 14 calendar days by written order confirmation. A sales contract which creates obligations of WEPA towards the buyer shall only be concluded upon receipt of the written order confirmation of WEPA by the buyer within the aforementioned period.

2.3 All offers of WEPA are subject to change and non-binding unless they have been expressly designated as binding in writing. Offers which WEPA has designated as binding shall be valid for 14 calendar days from the date of the offer. If the buyer does not accept the offer within this period, WEPA shall no longer be bound by the offer.

2.4 The goods shall be 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, on the other hand, the goods are shipped to the buyer by WEPA on the basis of a corresponding agreement, the risk shall pass to the buyer when the goods are handed over to the company commissioned by WEPA to transport the goods.

2.5 If pallets from WEPA are used for transport, the buyer is obliged to exchange them for pallets of the same quality and number from his stock. Otherwise he has to 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 commence before final clarification of all details of the execution of the order; this shall apply accordingly to delivery dates.

2.7 WEPA is entitled to deliver also before the expiry of the delivery period or delivery date. Partial deliveries by WEPA are permissible unless the buyer is obviously has no interest.

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 obstacle.

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 examine and complain

4.1 The buyer is obliged to examine 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 of 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 he 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

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, Packaging Act

11.1 WEPA confirms that WEPA complies with the respective laws and other relevant provisions in all production processes and operations for the WEPA articles that are the subject matter of the contract, 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. Other

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.