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Terms and Conditions

22 Nov 2023

WETROPA KUNSTSTOFFVERARBEITUNG GMBH & CO.KG

General terms and conditions
Terms and conditions of sale and purchase

WETROPA Kunststoffverarbeitung GmbH & Co. KG (hereinafter referred to as WETROPA)

A. Validity of the Terms and Conditions of WETROPA
B. Terms and Conditions of Purchase and Order
C. General Terms and Conditions of Performance and Sale

A. Validity of the terms and conditions of Wetropa

These terms and conditions always apply exclusively to the contractual relationship between Wetropa and its business partners.
They also apply to all subsequent transactions, even if they are no longer referred to separately in detail.
Terms and conditions of Wetropa’s business partners shall only apply if this has been agreed with WETROPA in writing to the exclusion of its own terms and conditions.
With all business partners, the text form requirement applies for the legally binding nature of declarations of intent, i.e. declarations must be received at least by e-mail or fax.
Place of performance for deliveries is the registered office of WETROPA. Place of jurisdiction is the district court of Darmstadt. German law is exclusively applicable under exclusion of the UN Convention on Contracts for the International Sale of Goods and other uniform laws.

B. General Conditions of Performance and Sale

B1 Contract

1. the written confirmation of order by WETROPA, if applicable in connection with the prepared bill of quantities, is decisive for the content of the respective contract.

2. information on characteristics concerning the products and services of WETROPA shall only be attributed to WETROPA if these information
– originate from WETROPA or are made by express order of WETROPA, or
– are expressly authorized by WETROPA

3. the manufacturing costs for samples (custom-made products) are subject to remuneration, unless otherwise agreed. This does not apply to production release samples.

B2 Shipment / Transfer of Risk

Delivery shall be ex works (EXW, Incoterms 2010). Insurance of the delivery shall only be taken out at the customer’s request and then at the customer’s expense.

B3 Delivery time/suspension/cancellation/installment delivery contract

(1) Any agreed delivery periods shall be ex works, unless expressly agreed otherwise. Such delivery periods shall commence at the time stipulated in the order confirmation, but no earlier than when the documents, approvals, call-offs and shipping addresses to be obtained by the customer are available, all details of the order have been clarified and the customer has made any agreed down payments or provided collateral.

Insofar as a delivery period has been agreed, this shall be extended appropriately if the customer is in arrears with the provision of documents, approvals, shipping address notifications, down payments or securities to be procured by him.

If a delivery date has been agreed, this shall be postponed appropriately if the customer is in arrears with the provision of documents, approvals, shipping address notifications, down payments or securities to be procured by him. If the customer requests changes of the order after confirmation of the order, the delivery period starts only with the confirmation of the change by WETROPA. An agreed delivery date will be postponed accordingly.

2. statements of characteristics concerning the products and services of WETROPA shall only be attributed to WETROPA, if these statements
– originate from WETROPA or are made on the express instructions of WETROPA, or
– are expressly authorized by WETROPA

3. the manufacturing costs for samples (custom-made products) are subject to remuneration, unless otherwise agreed. This does not apply to production release samples.

B2 Shipment / Transfer of Risk

Delivery shall be ex works (EXW, Incoterms 2010). Insurance of the delivery shall only be taken out at the customer’s request and then at the customer’s expense.

B3 Delivery time/suspension/cancellation/installment delivery contract
(1) Any agreed delivery periods shall be ex works, unless expressly agreed otherwise. Such delivery periods shall commence at the time stipulated in the order confirmation, but no earlier than when the documents, approvals, call-offs and shipping addresses to be obtained by the customer are available, all details of the order have been clarified and the customer has made any agreed down payments or provided collateral.

Insofar as a delivery period has been agreed, this shall be extended appropriately if the customer is in arrears with the provision of documents, approvals, shipping address notifications, down payments or securities to be procured by him.

If a delivery date has been agreed, this shall be postponed appropriately if the customer is in arrears with the provision of documents, approvals, shipping address notifications, down payments or securities to be procured by him. If the customer requests changes of the order after confirmation of the order, the delivery period starts only with the confirmation of the change by WETROPA. An agreed delivery date will be postponed accordingly.

2. installment delivery contract

2.1 The customer is entitled to suspend the fixed delivery for a period of maximum 6 monthly installments. He must exercise this option with a notice period of 6 weeks in text form. The installment delivery agreement shall then be extended by the suspended delivery: Example: The customer has agreed to purchase 12,000 units at lot sizes of 1,000 units/month, starting in January 2019. Now he does not require any delivery in the period June and July and suspends it. The installment delivery would thus continue in August and be extended by the two suspended months, i.e. until February 2020 inclusive.

2.2 Optionally, the customer can have goods produced on stock. The goods produced on stock can be delivered with the next delivery cycle or the delivery is prolonged according to point B3, item 2.1. For these items produced on stock, additional storage costs are charged, which are calculated in advance.

Example: The purchase of 12,000 pieces at lot sizes of 1,000 pieces/month beginning was agreed with the customer, starting January 2019. June and July no delivery is required – therefore production on stock. Delivery on next due delivery, but no later than 6 months after notification of suspension. Invoicing will be made plus storage costs.

2.3 Unless otherwise agreed in an individual contract, the customer is entitled to cancel the order or deliveries thereof which are no longer required, in text form. Cancellation must be made 6 weeks before the call-off date of the remaining quantity defined in the framework agreement. In the event of cancellation, Wetropa will charge for the quantities purchased to date plus a flat rate of 10% of the cancelled order value. Insofar as goods have already been produced due to the cancellation, the customer shall additionally bear the disposal costs as well as the costs of the trade goods or purchased parts (obligation to provide proof lies with Wetropa / disposal costs shall be borne by the customer.

If the execution of the order is delayed due to force majeure, the agreed delivery period shall be extended by the duration of the disruption. The customer shall be informed immediately of the occurrence of a case of force majeure and of the expected duration of the disruption. Otherwise, the contract shall remain unchanged. If the disruption lasts longer than 1 month, both contracting parties have the right to withdraw from the contract without any claims for damages of the customer against WETROPA. 4.

4. any damage compensation to be paid by WETROPA due to delay is limited to the at least grossly negligent caused foreseeable damage typical for the contract.

5. WETROPA is entitled to reasonable partial deliveries.

B4 Price Calculation, Terms of Payment, Set-Off, Assignment

Unless otherwise agreed, the prices are ex works or ex warehouse, excluding packaging. As far as packaging accrues, WETROPA will pack according to the existing regulations and proceed according to § 4 VerpackV.

2) The prices, the same applies to costs, are exclusive of the applicable value added tax.

3. if cost factors, in particular prices for raw or auxiliary materials as well as wages and transport costs, change after order confirmation, WETROPA is entitled to adjust prices accordingly, if there is a period longer than 12 months between order confirmation and delivery.

Unless otherwise agreed in writing, payments to WETROPA shall be made net within 30 days after date of invoice. Payment deadlines are only met if the amount to be paid is available to WETROPA on the due date. In case of default the legal regulations apply. 5.

If the customer’s financial situation deteriorates significantly after the conclusion of the contract, WETROPA is entitled to demand advance payment or provision of security for all services and deliveries still to be performed under contracts from the same legal relationship (§273 BGB) at WETROPA’s discretion. If the customer does not comply with this demand within a reasonable period of time, WETROPA is entitled to withdraw from these contracts.

6. set-off and retention by the customer are excluded – without any other agreement – at least in text form, unless counterclaims are undisputed, ready for decision or legally binding.
Claims against WETROPA can only be assigned with their consent.

B5 Retention of title

1) WETROPA reserves the right of ownership of all delivered goods. This reservation together with the following extension is valid until payment of all claims arising from the business relationship with the customer until full release from contingent liabilities which WETROPA has entered into in the interest of the customer and which are related to the delivery.

2. as long as the ownership has not yet passed to him, the purchaser is obliged to handle the object of purchase with care and to inform WETROPA immediately if the delivered object is seized or exposed to other interventions of third parties. 3. the purchaser is entitled to process and sell the object of purchase in the ordinary course of business as long as he is not in default of payment of the purchase price.

The customer is entitled to process and sell the object of purchase in the ordinary course of business as long as he is not in default of payment of the purchase price. The claims resulting from the resale or further processing are already now assigned by the Purchaser to WETROPA to the full extent by way of security. WETROPA hereby revocably authorizes the Buyer to collect these claims. The revocation can only be exercised if the security of the purchase price claim is endangered. 4.

If the value of the securities to which WETROPA is entitled exceeds the claim of WETROPA against the Purchaser by 20 %, WETROPA shall be obliged, upon the Purchaser’s request, to release securities to a corresponding extent at the discretion of WETROPA.

B6 Notice of Defects, Liability for Defects, Warranty

1. the warranty rights of the customer require that the customer has fulfilled his obligations according to §§ 633ff. BGB (German Civil Code), 377 HGB (German Commercial Code). Notification of defects must be made immediately, at the latest within 5 days after receipt of the delivery item, if the defects are obvious. 2.

2. defects which are not obvious must be reported immediately after discovery, at the latest within 10 days. Otherwise, the service shall be deemed to have been rendered properly.

3. tolerances in accordance with DIN 7715-5, class P3, do not constitute defects. PDF download

4. the prerequisite for claims for defects is the factual correctness and completeness of the information provided by the customer to WETROPA for the execution of the delivery as well as the proper and purposeful use of the same by the customer. WETROPA is not liable for defects resulting from incorrect information or unsuitable tools provided by the customer.

5. the warranty period is 12 months.

6. in case of justified notice of defect WETROPA provides supplementary performance at its own choice by replacement delivery or repair or new production. In any case the customer has to grant WETROPA a reasonable period of time for this subsequent performance of at least 14 days, calculated from receipt of the notice of defect. If WETROPA does not comply with the supplementary performance within the reasonable period of time or if the supplementary performance fails, the customer has the right to demand a reduction of the purchase price or to withdraw from the contract in case of a more than insignificant breach of duty. If only parts of the delivery are defective, the Customer’s further rights shall only apply to the defective part of the delivery, unless the partial delivery is of no interest to the Customer. Rectifications on the part of the customer may only be carried out after explicit prior agreement with WETROPA. In all other respects the regulations for liability apply.

7. in case of products, which are manufactured according to specifications or documents of the customer, the responsibility for the fact that by this manufacturing industrial property rights of third parties are not violated remains with the customer. The customer must indemnify WETROPA for all damages arising from this. Wetropa assumes no liability for the origin of the customer’s documents or for the origin of uploaded image material (when using the FoamCreator / ToolScan); this is the responsibility of the client/customer.

8. in the case of custom-made products, the customer is obliged to accept excess or short deliveries of up to 10% of the agreed quantity. No guarantee can be given for the specific weights. WETROPA reserves the right to deviations customary in the trade. Custom-made products are generally excluded from return.

B7 Liability, limitation of claims

(1) The customer is only entitled to other claims, especially claims for damages, also due to impossibility, delay or tortious product liability, within the scope of the statutory provisions, if WETROPA has not complied with guaranteed characteristics or other assumed guarantees, has acted fraudulently, has caused bodily injury or if another damage has been caused by intentional or grossly negligent conduct of one of the legal representatives or vicarious agents or is based on a fundamental breach of contract. Insofar as the material breach of contract is not intentional or due to gross negligence, the obligation to pay damages shall be limited to the foreseeable, typically occurring damage. Liability for claims for damages under the Product Liability Act shall remain unaffected.

2. claims for material defects and other claims for damages are subject to a limitation period of 12 months. This shall not apply if longer periods are prescribed by law according to § 438 para. 1 No. 2, § 479 para. 1 and § 634a para. 1 No. 2 BGB (German Civil Code) in case of buildings, objects for buildings, claims under a right of recourse from the sale of consumer goods or construction defects, if life, body or health are injured, if WETROPA has committed an intentional or grossly negligent breach of duty or has fraudulently concealed defects.

3. in case of claims for damages according to the product liability law the statutory limitation provisions shall apply.

C. Terms and Conditions of Purchase and Order

In addition to the statutory provisions, the following terms and conditions apply to orders placed with a supplier by WETROPA.
The specification of the goods is exclusively determined by the order placed by WETROPA.

C1 Quality Assurance System / Supplier

(1) The supplier is expressly required to maintain a state-of-the-art quality assurance system (e.g. ISO 9001) suitable for the individual case and to produce his products in accordance with this system. The quality assurance system must be regularly audited by a suitable, independent body.

2. upon acceptance of Wetropa’s order, the supplier undertakes to comply with all applicable statutory, official and other requirements of the 1st exporting country, 2nd importing country and 3rd manufacturing country that are valid at the time of acceptance of the order.

The Supplier shall be responsible for the manufacture, packaging, storage and delivery of the Products. He is obliged to keep records of the individual components and composition of the products delivered to us for a period of two years, unless agreed otherwise.

The supplier shall ensure the traceability of all products and all materials and substances used in the products delivered.

C2 Product or process changes

Suppliers with whom we have permanent business relations are obliged to inform us in writing at an early stage, i.e. before implementation, if they intend to change products used by a pre-supplier or product specifications or to carry out process changes with regard to products purchased from us.

C3 Environmental protection, occupational health and safety, accident prevention and safety

The supplier is obliged to comply with relevant legal provisions and regulations regarding environmental protection, occupational health and safety, accident prevention, transport and plant safety as well as our own house rules, which we will make available upon request. An effective management system must be maintained in the aforementioned areas and corresponding evidence must be provided to us upon request or we must be allowed to inspect it.
Current safety data sheets or instructions for use are to be enclosed with the deliveries without request.
WETROPA holds various certificates according to DIN and thus has obligations towards its customers with regard to product and production quality. Indirectly, WETROPA is obligated to observe and check the quality standards and fulfillment of requirements for environmentally friendly production in the purchasing process. The supplier has to comply with the requirements. The certificates can be viewed on the WETROPA website.

C4 REACH Regulation

If a delivered product or a substance contained in a delivered product is subject to Regulation (EC) No. 1907/2006 of the European Parliament and of the Council of 18. December 2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (REACH Regulation), including all amendments, implementing legislation, clarifications and communications of the European Commission and the European Chemicals Agency, as well as all national legislation, clarifications and communications applying or interpreting such obligations, Supplier warrants that it has fulfilled, or will fulfill, the obligations arising from the REACH Regulation. In particular, Supplier will, if required by REACH, ensure that a Product is registered and approved in a timely manner.

C5 Other provisions

1. The Supplier shall, at its own expense and responsibility, obtain any export and import permits and other authorizations and shall clear the Goods through customs.

2. The price stated in the order of WETROPA shall be the only authoritative and binding price, which shall always include packaging and exclude VAT.

3. the price is always DDP destination ICC Incoterms® 2010.

4. if payment of packaging by WETROPA has been agreed, this is only due if the packaging price is shown separately in the invoice. Furthermore, in case of agreed payment for packaging only the cost price of the supplier is always owed. If WETROPA owes a remuneration for packaging, WETROPA has the right to return the packaging to the Supplier against reimbursement of two thirds of the packaging price stated in the invoice. For this purpose EXW destination of goods delivery ICC Incoterms® 2010 shall apply. 5.

In case of delay in delivery, the supplier shall owe WETROPA a lump-sum compensation for delay in the amount of 0.8 % of the order value per working day, but not more than 10 % of the order value. WETROPA reserves the right to further legal claims. The supplier reserves the right to prove that a lower or no damage caused by delay has occurred. 6.

6. transfer of risk before taking over of the goods by WETROPA is excluded, unless WETROPA is in default of taking over the goods.

7. defects of the delivered goods have to be notified to WETROPA within 7 days. For hidden defects a period of 7 days after discovery of the respective defect shall apply.

WETROPA-MST GMBH

General terms and conditions
Terms and conditions of sale and purchase

WETROPA-MST Ltd. (hereinafter referred to as WETROPA)

A. Validity of the Terms and Conditions of WETROPA
B. Terms and Conditions of Purchase and Order
C. General Terms and Conditions of Performance and Sale

A. Validity of the terms and conditions of Wetropa

These terms and conditions always apply exclusively to the contractual relationship between Wetropa and its business partners.
They also apply to all subsequent transactions, even if they are no longer referred to separately in detail.
Terms and conditions of Wetropa’s business partners shall only apply if this has been agreed with WETROPA in writing to the exclusion of its own terms and conditions.
With all business partners, the text form requirement applies for the legally binding nature of declarations of intent, i.e. declarations must be received at least by e-mail or fax.
Place of performance for deliveries is the registered office of WETROPA. Place of jurisdiction is the district court of Munich. German law is exclusively applicable under exclusion of the UN Convention on Contracts for the International Sale of Goods and other uniform laws.

B. General Conditions of Performance and Sale

B1 Contract

1. the written confirmation of order by WETROPA, if applicable in connection with the prepared bill of quantities, is authoritative for the content of the respective contract.

2. information on characteristics concerning the products and services of WETROPA shall only be attributed to WETROPA if these information
– originate from WETROPA or are made by express order of WETROPA, or
– are expressly authorized by WETROPA

3. the manufacturing costs for samples (individual productions) are subject to remuneration, unless otherwise agreed. This shall not apply to production release samples.

B2 Shipment / Transfer of Risk

Delivery shall be ex works (EXW, Incoterms 2010). Insurance of the delivery shall only be taken out at the customer’s request and then at the customer’s expense.

B3 Delivery time/suspension/cancellation/installment delivery contract

(1) Any agreed delivery periods shall be ex works, unless expressly agreed otherwise. Such delivery periods shall commence at the time stipulated in the order confirmation, but no earlier than when the documents, approvals, call-offs and shipping addresses to be obtained by the customer are available, all details of the order have been clarified and the customer has made any agreed down payments or provided collateral.

Insofar as a delivery period has been agreed, this shall be extended appropriately if the customer is in arrears with the provision of documents, approvals, shipping address notifications, down payments or securities to be procured by him.

If a delivery date has been agreed, this shall be postponed appropriately if the customer is in arrears with the provision of documents, approvals, shipping address notifications, down payments or securities to be procured by him. If the customer requests changes of the order after confirmation of the order, the delivery period starts only with the confirmation of the change by WETROPA. An agreed delivery date will be postponed accordingly.

2. installment delivery contract

2.1 The customer is entitled to suspend the fixed delivery for a period of maximum 6 monthly installments. He must exercise this option with a notice period of 6 weeks in text form. The installment delivery agreement shall then be extended by the suspended delivery: Example: The customer has agreed to purchase 12,000 units at lot sizes of 1,000 units/month, starting in January 2019. Now he does not require any delivery in the period June and July and suspends it. The installment delivery would thus continue in August and be extended by the two suspended months, i.e. until February 2020 inclusive.

2.2 Optionally, the customer can have goods produced on stock. The goods produced on stock can be delivered with the next delivery cycle or the delivery is prolonged according to point B3, item 2.1. For these items produced on stock, additional storage costs are charged, which are calculated in advance.

Example: The purchase of 12,000 pieces at lot sizes of 1,000 pieces/month beginning was agreed with the customer, starting January 2019. June and July no delivery is required – therefore production on stock. Delivery on next due delivery, but no later than 6 months after notification of suspension. Invoicing will be made plus storage costs.

2.3 Unless otherwise agreed in an individual contract, the customer is entitled to cancel the order or deliveries thereof which are no longer required, in text form. Cancellation must be made 6 weeks before the call-off date of the remaining quantity defined in the framework agreement. In the event of cancellation, Wetropa will charge for the quantities purchased to date plus a flat rate of 10% of the cancelled order value. Insofar as goods have already been produced due to the cancellation, the customer shall additionally bear the disposal costs as well as the costs of the trade goods or purchased parts (obligation to provide proof lies with Wetropa / disposal costs shall be borne by the customer.

If the execution of the order is delayed due to force majeure, the agreed delivery period shall be extended by the duration of the disruption. The customer shall be informed immediately of the occurrence of a case of force majeure and of the expected duration of the disruption. Otherwise, the contract shall remain unchanged. If the disruption lasts longer than 1 month, both contracting parties have the right to withdraw from the contract without any claims for damages of the customer against WETROPA. 4.

4. any damage compensation to be paid by WETROPA due to delay is limited to the at least grossly negligent caused foreseeable damage typical for the contract.

5. WETROPA is entitled to reasonable partial deliveries.

B4 Price Calculation, Terms of Payment, Set-Off, Assignment

Unless otherwise agreed, the prices are ex works or ex warehouse, excluding packaging. As far as packaging accrues, WETROPA will pack according to the existing regulations and proceed according to § 4 VerpackV.

2) The prices, the same applies to costs, are exclusive of the applicable value added tax.

3. if cost factors, in particular prices for raw or auxiliary materials as well as wages and transport costs, change after order confirmation, WETROPA is entitled to adjust prices accordingly, if there is a period longer than 12 months between order confirmation and delivery.

Unless otherwise agreed in writing, payments to WETROPA shall be made net within 30 days after date of invoice. Payment deadlines are only met if the amount to be paid is available to WETROPA on the due date. In case of default the legal regulations apply. 5.

If the customer’s financial situation deteriorates significantly after the conclusion of the contract, WETROPA is entitled to demand advance payment or provision of security for all services and deliveries still to be performed under contracts from the same legal relationship (§273 BGB) at WETROPA’s discretion. If the customer does not comply with this demand within a reasonable period of time, WETROPA is entitled to withdraw from these contracts.

6. set-off and retention by the customer are excluded – without any other agreement – at least in text form, unless counterclaims are undisputed, ready for decision or legally binding.
Claims against WETROPA can only be assigned with their consent.

B5 Retention of title

1) WETROPA reserves the right of ownership of all delivered goods. This reservation together with the following extension is valid until payment of all claims resulting from the business relationship with the customer until full release from contingent liabilities which WETROPA has entered into in the interest of the customer and which are related to the delivery.

2. the purchaser is obliged, as long as the property has not been transferred to him, to handle the purchased goods with care and to inform WETROPA immediately, if the delivered goods are seized or exposed to other interventions of third parties.

The customer is entitled to process and sell the object of purchase in the ordinary course of business as long as he is not in default of payment of the purchase price. The claims resulting from the resale or further processing are already now assigned by the Purchaser to WETROPA to the full extent by way of security. WETROPA hereby revocably authorizes the Buyer to collect these claims. The revocation can only be exercised if the security of the purchase price claim is endangered. 4.

If the value of the securities to which WETROPA is entitled exceeds the claim of WETROPA against the Purchaser by 20 %, WETROPA shall be obliged, upon the Purchaser’s request, to release securities to a corresponding extent at the discretion of WETROPA.

B6 Notice of Defects, Liability for Defects, Warranty

1. the warranty rights of the customer require that the customer has fulfilled his obligations according to §§ 633ff. BGB (German Civil Code), 377 HGB (German Commercial Code). Notification of defects must be made immediately, at the latest within 5 days after receipt of the delivery item, if the defects are obvious. 2.

2. defects which are not obvious must be reported immediately after discovery, at the latest within 10 days. Otherwise, the service shall be deemed to have been rendered properly.

3. tolerances in accordance with DIN 7715-5, class P3, do not constitute defects. PDF download

4. prerequisite for claims for defects is the factual correctness and completeness of the information provided by the customer to WETROPA for the execution of the delivery as well as the proper and purposeful use thereof by the customer. WETROPA is not liable for defects resulting from incorrect information or unsuitable tools provided by the customer.

5. the warranty period is 12 months.

6. in case of justified notice of defect WETROPA provides supplementary performance at its own choice by replacement delivery or repair or new production. In any case the customer has to grant WETROPA a reasonable period of time for this subsequent performance of at least 14 days, calculated from receipt of the notice of defect. If WETROPA does not comply with the supplementary performance within the reasonable period of time or if the supplementary performance fails, the customer has the right to demand a reduction of the purchase price or to withdraw from the contract in case of a more than insignificant breach of duty. If only parts of the delivery are defective, the Customer’s further rights shall only apply to the defective part of the delivery, unless the partial delivery is of no interest to the Customer. Rectifications on the part of the customer may only be carried out after explicit prior agreement with WETROPA. In all other respects the regulations for liability apply.

7. in case of products, which are manufactured according to specifications or documents of the customer, the responsibility for the fact that by this manufacturing industrial property rights of third parties are not violated remains with the customer. The customer must indemnify WETROPA for all damages arising from this. Wetropa assumes no liability for the origin of the customer’s documents or for the origin of uploaded image material (when using the FoamCreator / ToolScan); this is the responsibility of the client/customer.

8. in the case of custom-made products, the customer is obliged to accept excess or short deliveries of up to 10% of the agreed quantity. No guarantee can be given for the specific weights. WETROPA reserves the right to deviations customary in the trade. Custom-made products are generally excluded from return.

B7 Liability, limitation of claims

1. the customer is only entitled to other claims, especially claims for damages, also due to impossibility, delay or due to tortious product liability, within the scope of the legal regulations, if WETROPA has not complied with guaranteed characteristics or other assumed guarantees, has acted fraudulently, has caused bodily injury or if another damage has been caused by intentional or grossly negligent conduct of one of the legal representatives or vicarious agents or is based on an essential breach of contract. Insofar as the material breach of contract is not intentional or due to gross negligence, the obligation to pay damages shall be limited to the foreseeable, typically occurring damage. Liability for claims for damages under the Product Liability Act shall remain unaffected.

2. claims for material defects and other claims for damages are subject to a limitation period of 12 months. This shall not apply if longer periods are prescribed by law according to § 438 para. 1 No. 2, § 479 para. 1 and § 634a para. 1 No. 2 BGB (German Civil Code) in case of buildings, objects for buildings, claims under a right of recourse from the sale of consumer goods or construction defects, if life, body or health are injured, if WETROPA has committed an intentional or grossly negligent breach of duty or has fraudulently concealed defects.

3. in case of claims for damages according to the product liability law the statutory limitation provisions shall apply.

C. Terms and Conditions of Purchase and Order

In addition to the statutory provisions, the following terms and conditions apply to orders placed with a supplier by WETROPA.
For the specification of the goods exclusively the order of WETROPA is decisive.

C1 Quality assurance system / Supplier

(1) The supplier is expressly required to maintain a state-of-the-art quality assurance system (e.g. ISO 9001) suitable for the individual case and to produce its products in accordance with this system. The quality assurance system must be regularly audited by a suitable, independent body.

2. upon acceptance of Wetropa’s order, the supplier undertakes to comply with all applicable statutory, official and other requirements of the 1st exporting country, 2nd importing country and 3rd manufacturing country that are valid at the time of acceptance of the order.

The Supplier shall be responsible for the manufacture, packaging, storage and delivery of the Products. He is obliged to keep records of the individual components and composition of the products delivered to us for a period of two years, unless agreed otherwise.

The supplier shall ensure the traceability of all products and all materials and substances used in the products delivered.

C2 Product or process changes

Suppliers with whom we have permanent business relations are obliged to inform us in writing at an early stage, i.e. before implementation, if they intend to change products used by a pre-supplier or product specifications or to carry out process changes with regard to products purchased from us.

C3 Environmental protection, occupational health and safety, accident prevention and safety

The supplier is obliged to comply with relevant legal provisions and regulations regarding environmental protection, occupational health and safety, accident prevention, transport and plant safety as well as our own house rules, which we will make available upon request. An effective management system must be maintained in the aforementioned areas and corresponding evidence must be provided to us upon request or we must be allowed to inspect it.
Current safety data sheets or instructions for use are to be enclosed with the deliveries without request.
WETROPA holds various certificates according to DIN and thus has obligations towards its customers with regard to product and production quality. Indirectly, WETROPA is obligated to observe and check the quality standards and fulfillment of requirements for environmentally friendly production in the purchasing process. The supplier has to comply with the requirements. The certificates can be viewed on the WETROPA website.

C4 REACH Regulation

If a delivered product or a substance contained in a delivered product is subject to Regulation (EC) No. 1907/2006 of the European Parliament and of the Council of 18. December 2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (REACH Regulation), including all amendments, implementing legislation, clarifications and communications of the European Commission and the European Chemicals Agency, as well as all national legislation, clarifications and communications applying or interpreting such obligations, Supplier warrants that it has fulfilled, or will fulfill, the obligations arising from the REACH Regulation. In particular, Supplier will, if required by REACH, ensure that a Product is registered and approved in a timely manner.

C5 Other provisions

1. The Supplier shall, at its own expense and responsibility, obtain any export and import permits and other authorizations and shall clear the Goods through customs.

2. The price stated in the order of WETROPA shall be the only authoritative and binding price, which shall always include packaging and exclude VAT.

3. the price is always DDP destination ICC Incoterms® 2010.

4. if payment of packaging by WETROPA has been agreed, this is only due if the packaging price is shown separately in the invoice. Furthermore, in case of agreed payment for packaging only the cost price of the supplier is always owed. If WETROPA owes a remuneration for packaging, WETROPA has the right to return the packaging to the Supplier against reimbursement of two thirds of the packaging price stated in the invoice. For this purpose EXW destination of goods delivery ICC Incoterms® 2010 shall apply.

5. In case of delay in delivery, the supplier shall owe WETROPA liquidated damages for delay in the amount of 0.8 % of the order value per working day, but not more than 10 % of the order value. WETROPA reserves the right to further legal claims. The supplier reserves the right to prove that a lower or no damage caused by delay has occurred. 6.

6. transfer of risk before taking over of the goods by WETROPA is excluded, unless WETROPA is in default of taking over the goods.

7. defects of the delivered goods have to be notified to WETROPA within 7 days. For hidden defects a period of 7 days after discovery of the respective defect shall apply.