As of 09/18/2023
I. Participation

1. These Terms and Conditions of Participation apply to the Certified Retail Partner Program of Wöhler Technik GmbH, Wöhler Platz 1, 33181 Bad Wünnenberg, Germany (hereinafter referred to as "Wöhler").
2. By registering as a Wöhler Certified Retail Partner (hereinafter referred to as "Partner"), the participating international retail partner accepts these Terms and Conditions of Participation.
3. Participation in the Wöhler Certified Retail Partner Program is voluntary. Any international retail partner who purchases Wöhler products and solutions directly from Wöhler in Germany and resells them to their customers may participate in the program. In addition, the international retail partner commits to full fill the following requirements:

• Readiness to promote Wöhler products in the respective market
• Accepting the General Terms and Conditions of Wöhler Technik GmbH, which you can find at https://www.woehler-international.com/general-terms-and-conditions/ 
• Accepting the Terms of Use for the badge, marketing materials, image data, and retailer portal

4. International retail partners may not appear on any sanction list and shall only provide complete and correct data during registration, in particular contact details at which the Partner can be reached. Wöhler reserves the right to refuse an application and will do so mainly if the international retail partner has provided incorrect, incomplete, or misleading data for registration. The term ‘Partner’ always refers to enterprises. In the case of legal entities, during registration the respective enterprise decides which natural person (managing director, authorized signatory, employee, etc.) may use the Certified Retail Partner Program services.
5. The term of membership is indefinite. Membership may be terminated by the Partner at any time in writing at the end of the year.
6. The Partner shall not pay any charges for participating in the Certified Retail Partner Program. The Partner shall always be informed by Wöhler in a timely manner if an offer requires payment. All materials  that are free of charge, especially badge-related documents, for example, remain the property of Wöhler and may be reclaimed after membership expires.                                                                                                                             
7. Wöhler may terminate membership at any time should the Partner no longer fulfill the criteria specified under I.2. Termination shall require the written form. There is no legal entitlement to participation in the program. Wöhler reserves the right to terminate membership or to exclude the international retail partner from participating in the program for reasons other than non-fulfillment of the aforementioned requirements without giving any reasons.
8. The Partner shall take care of all competition-related and compliance issues arising from membership and indemnifies Wöhler against any claims arising from any possible violations of relevant rules.
9. If applicable, the Partner shall pay taxes on the services received from the program according to the laws of the relevant country and indemnifies Wöhler against any possible claims. 

II. Wöhler Certified Retail Partner Program levels 

1. For optimum Partner support, the program is divided into the Blue, Silver, Gold, and Platinum levels.
2. Together, the Partner and Wöhler define the Partner's individual market potential. This is then used by Wöhler to determine a respective minimum market share.
3. The individual levels are based on the following criteria
   1. The Partner builds the specified minimum market share based on the market potential defined in advance by the Partner and Wöhler.
   2. The following criteria are variable:
      • Focus: The Partner focuses on Wöhler in the defined product areas; direct competitors and their products are neither included in the Partner's portfolio nor actively sold.
      • Marketing: The current Wöhler product range is actively, regularly, and suitably promoted. For this purpose, specific marketing activities are defined and executed together.
      • Demonstration: The Partner may give live demos of current Wöhler devices. For this purpose, the Partner may use demonstration devices or current stock on hand.
      • Service: The Partner is at least able to offer a basic device service for devices sold by them and has attended the respective Wöhler training.
4. The market share and the variable criteria of focus, marketing, demonstration, and service for the past fiscal year determine the Partner's level (Blue, Silver, Gold, or Platinum) for the following two fiscal years.
   1. Requirements for reaching the Blue level:
      • Certified retail partner
      • Correct enterprise details/profile check
      • Acceptance of the Terms of Use for the badge
      • Active participation in the program
      • Commitment to Wöhler on the market
      • Submission of at least four product orders per annum for defined products/with a defined order volume
   2. ​​​Requirements for reaching the Silver level:
      • Fulfillment of the requirements for the Blue level
      • Reaching at least 5% of the defined market share in your market
   3. Requirements for reaching the Gold level:
      • Fulfillment of the requirements for the Blue level
      • Reaching at least 25% of the defined market share in your market
      • Fulfillment of at least two variable criteria
   4.  Requirements for reaching the Platinum level
      • Fulfillment of the requirements for the Blue level
      • Reaching at least 50% of the defined market share in your market
      • Fulfillment of at least four variable criteria
5. The Partner stays at the respective level for the following two fiscal years as long as they participate in the Certified Retail Partner Program. The Partner`s level may change (promotion) during the year. The initial classification and subsequent classifications are determined in an annual meeting between the Wöhler international sales team and the Partner, taking into account fixed and variable criteria.

3 Benefits of the Wöhler Certified Retail Partner Program

1. Based on the level determined under II. 4., the Partner gains the benefits defined for their respective level. These benefits vary depending on the Certified Retail Partner Program level and are regularly supplemented and amended. The respective benefits of the level are determined by Wöhler and communicated in the login area of the Certified Retail Partner Program. There is no legal entitlement to these benefits, especially as benefits may only be available for a limited period of time or to a limited extent.
2. The Partner is provided with a badge according to the respective Certified Retail Partner Program level. The Partner is granted a non-exclusive right of use for this badge during the term of the program. The Partner may not transfer, copy, or make any other use of the badge.
3. The badge is to be used in various communication channels for advertising purposes, or affixed to the building and the sales and service premises of the international retail partner. Use of the badge is limited to two years; the badge includes information on the corresponding year. At the end of the two-year period, the badge is replaced with a new version. At the end of the two-year period, the Partner also receives a new badge according to its current Certified Retail Partner Program level. Upon termination, the Partner agrees to remove the badge from all its communication channels, return all badge materials to Wöhler, and no longer refer to any badge level in any communication. The badge may also be withdrawn during the program term if the Partner no longer fulfills the basic requirements for the cooperation mentioned under I.2. There is no legal entitlement to receiving a badge.

4 Data protection

1. Wöhler may process the Partners' data if this data is necessary for the Partner's participation in the Wöhler Certified Retail Partner Program, including any content related to the program. This processing is subject to Art. 6, Para.1 b of the GDPR. Please refer also to our privacy policy at https://www.woehler-international.com/privacy-policy/. 
2. If necessary to provide the benefits and services of the Certified Retail Partner Program, Wöhler is entitled to pass on the corresponding program-related data to cooperation partners of the Wöhler Certified Retail Partner Program.
3. By registering for the Wöhler Certified Retail Partner Program, the Partner declares their consent to the processing and use of their data by Wöhler for marketing purposes, in particular for mailings, e-mail marketing, and market research purposes.
4. No data shall be passed on to address dealers or similar organizations.

5 Changes and amendments

1. The Partner shall notify Wöhler of any changes to its address and profile data specified during registration immediately in writing and/or by telephone.
2. Wöhler reserves the right to discontinue, amend, or change the Wöhler Certified Retail Partner Program in whole or in part upon reasonable notice, in case of serious grounds without notice with immediate effect, always considering the Partners' needs.
3. Wöhler further reserves the right to change or amend these Terms and Conditions of Participation in whole or in part, if and as far as this is required in the interest of simple and secure processing and, in particular, to prevent abuses.
4. The Partners shall be notified of any changes to these general Terms and Conditions of Participation and shall be deemed to have accepted them if they do not give notice of termination within one month of receipt of the notification. The Partners shall be informed about this separately in the notification.

6 Miscellaneous

1. If any provision herein is invalid or unenforceable or becomes invalid or unenforceable after the Partner's participation in the Wöhler Certified Retail Partner program, the remaining provisions of these Terms and Conditions shall not be affected thereby. The invalid provision is replaced by another provision that comes closest to the economic purpose of the invalid provision in a legally effective way.
2. Deliveries and services shall be ensured, as long as stocks last and expressed binding assurances or written order confirmations have been submitted. The general terms and conditions of Wöhler Technik GmbH apply, which can be found at https://www.woehler-international.com/general-terms-and-conditions/. 
3. All legal relations in connection with participation in the Wöhler Certified Retail Partner Program are subject to the law of the Federal Republic of Germany.
4. The place of jurisdiction is Paderborn, Germany.

Contact details:Wöhler Technik GmbH
Wöhler Platz 1
33181 Bad Wünnenberg
Dennis Haase
[email protected]
+49 (0) 2953 73143