FDK ELECTRONICS GMBH
Head Office: Einsteinring 24  85609 Aschheim/München  Germany  Tel.: 0 89-300 6680-0  Fax: 0 89-330 6680-50

General Terms and Conditions for Deliveries§ 1 Scope§ 3 Prices and payment(1) All deliveries, services and offers of FDK Electronics
GmbH (in the following “FDK”) shall be subject exclusively
to these General Terms and Conditions. These shall form acomponent part of all contracts concluded by FDK with acontracting party (hereinafter also referred to as the“Customer“) for deliveries or services provided by FDK andshall also apply to any future deliveries, services or offers to
the Customer, even if not specifically agreed again.
(2) These General Terms and Conditions shall only apply
if the Customer is an entrepreneur (§ 14 of the German Civil
Code – “BGB”), a legal entity under public law or a special
fund under public law.
(3) The standard terms and conditions of the Customer or athird party shall not be accepted even if FDK fails to object
to them specifically in each case.
§ 2 Offer and conclusion of contract(1) All offers of FDK shall be subject to change andwithout obligation, unless expressly indicated as binding or
containing a specific date of acceptance. Orders andassignments may be accepted by FDK within a fortnightfrom their receipt. Acceptance shall always be in writing (e.g.
by order confirmation).
(2) All legal relations between FDK and the Customer shallbe governed exclusively by the written purchase contract
including these General Terms and Conditions. The contract
shall fully reflect all agreements made between thecontracting parties in regard to the subject matter of thecontract. Verbal commitments of FDK prior to conclusion ofthis contract shall not be legally binding; verbal agreements
between the contracting parties shall be superseded by thewritten contract unless these expressly specify in each casethat they shall remain in force. Additions and modifications
to agreements reached (including these General Terms andConditions) shall be required in writing to be legallyeffective. With the exception of the management orauthorised representatives of the company, the employees of
FDK shall not be authorised to make deviant verbal
agreements to the written purchase contract and these
General Terms and Conditions. Transmission using
telecommunication by fax or email shall be deemed incompliance with the requirement of written form when acopy of the signed declaration will be transmitted.
(3) Specifics provided by FDK in regard to the goods
delivered or the service provided (e.g. weights, dimensions,practical values, capacities, tolerances and technical data)
and any representations of these (e.g. drawings andillustrations) shall be approximates only unless their usability
for the purpose specified in the contract requires exact
specifics. They shall not be guaranteed characteristics ofstate (“Beschaffenheitsmerkmale”) but merely describe or
identify the delivery or service. Standard variances andvariances due to legal requirements or technicalimprovements, and the replacement of components withequivalent parts shall be permissible where these do not
impair their usability for the purpose specified in the contract.

USt-IdNr. DE151499029
Steuer-Nr. 14313631339
HRB München Nr.: 213214

Geschäftsführer:
Tetsuya Komoto

Bankverbindungen:(1) Prices shall be applicable to the scope of services anddelivery specified in the order confirmations. Additional or
special services shall be charged separately. Unlessotherwise agreed upon, all prices shall be quoted in EUROand EXW according to the INCOTERMS 2020, which isindicated in the order confirmation, excluding packaging,statutory value added tax and, for exports, excluding duties
and charges or any other public levies.
(2) Where the prices agreed are based on the list prices of
FDK and delivery is not made until at least four months after
conclusion of the contract, the list prices of FDK valid ondelivery shall be applicable (less any percentage or fixed
discount agreed in each case).
(3) In the absence of a written agreement to the contrary,
the amounts invoiced shall be payable within thirty days
without deductions. Upon expiry of the above payment
period, the Customer shall be in default. During the period of
default, interest shall be charged on the purchase price at thestatutory default interest rate applicable at the time. FDK
reserves the right to claim further damages caused by default.
(4) FDK shall be entitled at any time, even within theframework of an ongoing business relationship, to make adelivery in whole or in part only against advance payment.
FDK shall declare a corresponding reservation at the latest
upon confirmation of the order.
(5) Counterclaims of the Customer which are not in a
relationship of mutuality with the payment claim of FDK
may only be offset or payments withheld on account of any
such claims where these counterclaims are uncontested orhave become res judicata.
(6) FDK shall be entitled to conduct outstanding deliveries
or services only after advance payment or the provision of
security if after conclusion of the contract FDK becomesaware of circumstances which may considerably reduce thecreditworthiness of the Customer and thus jeopardise theability of the latter to pay debt due to FDK under the relevant
contractual relations (including other individual contracts
governed by the same framework contract).
§ 4 Delivery and delivery period(1) Unless otherwise agreed upon, all deliveries shall be exworks/stock (EXW), according to the INCOTERMS 2020
from the work or stock of FDK or its affiliated companies
indicated in the order confirmation.
(2) All periods and dates put forward by FDK for deliveries
and services shall be approximates only unless a fixed periodor date has been specifically confirmed or agreed. Where
shipment has been agreed, the delivery periods and dates
shall refer to the time of delivery to the forwarding agent,carrier or any other third party handling the transport.
(3) Without prejudice to its rights arising from default of the
Customer, FDK shall be entitled to request that the Customer
extend the agreed period of performance or postpone the dates
for delivery or provision of services for the period in which
the Customer has not complied with its contractual
obligations toward FDK.

Mizuho Corporate Bank, Ltd.
Kto.-Nr. 30612-33-002(BLZ 300 207 00)
IBAN DE63 3002 0700 3061 2330 02
BIC MHCBDEDD

Deutsche Bank AG
Kto.-Nr. 1811900(BLZ 300 700 10)
IBAN DE08 3007 0010 0181 1900 00
BIC DEUTDEDDFDK ELECTRONICS GMBH
Head Office: Einsteinring 24  85609 Aschheim/München  Germany  Tel.: 0 89-300 6680-0  Fax: 0 89-330 6680-50(4) FDK shall not be held liable for impossibility(“Unmöglichkeit”) of delivery or for delays caused by force
majeure or any other events that were not foreseeable when
the contract was concluded (e.g. industrial disputes,
disruption of operations of any kind, difficulties in the supplyof material or energy, transport delays, strikes, legal lockouts,
shortage of labour, energy or raw materials, difficulties inprocuring the required permits, measures imposed byauthorities, or overdue, incorrect or late deliveries fromsuppliers, unrest, warlike or terrorist conflicts, natural
disasters, epidemics as well as epidemics or pandemics(including COVID 19) and for which FDK cannot be held
responsible. Where any of these events significantly impedes
the delivery or provision of services by FDK and is not of atemporary nature, FDK shall have the right to withdraw fromthe contract. Where hindrances are temporary, the periods ofdelivery or for provision of services shall be extended or
postponed by the period of hindrance and an appropriate
start-up period. Where acceptance of delivery or services
cannot be reasonably expected on account of the delay, theCustomer may withdraw from the contract by notifying FDK
immediately in writing.

that they no longer violate any third-party rights but continue
to perform the function agreed by contract, or provide theCustomer with the right of use through conclusion of alicence agreement. Where FDK fails to do so within a
specific period, the Customer shall be entitled to withdraw
from the contract or reduce the purchase price accordingly.
(5) The obligation of FDK under § 6 para. 4 does not apply
with respect to any goods or portion thereof which are madein accordance with Customer specifications or requests. The
same applies in case a violation of an industrial property
right or copyright of a third party is due to a modification
made by the Customer or is a result of a combination,
processing or usage of the delivered goods with otherproducts, processes or materials which were not provided by
FDK.
(6) Where the FDK is responsible for a defect, the Customer
shall have the right to demand payment of damages as
specified in § 7. By way of derogation from § 6 para. 1
damage claims based on injuries of life, body and health andin cases were the damage is caused by gross negligence or
wilful conduct shall become time barred in accordance withthe statutory provisions§ 5 Place of performance, shipment, packaging, passage
of risk§ 7 Liability(1) The place of performance for any obligations under thecontract shall be Munich.
(2) The mode of shipment and the packaging shall bedecided by FDK after due assessment of the circumstances.
(3) The risk shall pass to the Customer once the goods to bedelivered are handed to the forwarding agent, carrier or any
other third party handling the shipment. The same shall apply
to part deliveries or any other services to which FDK has
agreed (e.g. shipment or installation). Where the shipment or
handover is delayed due to circumstances for which theCustomer is responsible, the risk shall pass to the Customer
on the day on which the goods are ready for shipment and theSeller has notified the Customer accordingly.
§ 6 Warranty(1) The warranty period shall be one year from delivery or,
where acceptance is required, from acceptance.
(2) Promptly after delivery to the Customer or a third party
specified by it, the goods delivered shall be carefully
examined. They shall be deemed accepted unless FDK is
notified within seven working days from delivery of thegoods of obvious defects or of any other defect identified
during a prompt and careful examination, or within sevenworking days from discovery of the defect or the time when
the defect was noticed by the Customer during normal use of
the goods delivered.
(3) In the event of material defects relating to the goods
delivered, FDK shall initially be obliged and entitled at its
discretion to rectify the defects or provide a replacement
within a reasonable period of time. Where unsuccessful, i.e.
where rectification or replacement is impossible,
unacceptable, refused or causes undue delay, the Customer
shall be entitled to withdraw from the contract or reduce thepurchase price accordingly.
(4) Where the goods delivered violate an industrial
property right or copyright of a third party, FDK shall, at its
discretion and expense, change or replace these goods such

USt-IdNr. DE151499029
Steuer-Nr. 14313631339
HRB München Nr.: 213214

Geschäftsführer:
Tetsuya Komoto

Bankverbindungen:(1) The liability of FDK for damages irrespective of thecause in law, specifically on grounds of impossibility, default,
bad or incorrect delivery, breach of contract, violation of
obligations during contract negotiations and tortuous acts,
where these are based on fault, shall be limited as specified
under this § 7.
(2) FDK shall not be liable for simple negligence of its
executive bodies, legal representatives, employees or any
other vicarious agents unless it relates to the violation ofmaterial contractual obligations. Material contractual
obligations shall include timely delivery of the delivery item,
its lack of defects which impair its functionality and usability
not only insignificantly along with the duty to provide advice,
to protect and to exercise proper care, in order to enable theCustomer to use the goods delivered as stipulated and toprotect life and body of employees of the Customer or or theirproperty from considerable damage.
(3) Where FDK is liable on the merits for payment ofdamages in accordance with § 7 para. 2, this liability shall belimited to damage which, on conclusion of the contract, FDK
foresaw as a potential consequence of a breach of contract orshould have foreseen exercising due care and attention if FDK
had taken into account the circumstances. Indirect damage
and consequential damage as a result of defects of the goods
delivered shall also be eligible for compensation only wheresuch damage can typically be expected if used as intended.
(4) In the event of liability for simple negligence, theliability of FDK to pay damages for damage to property or
further property loss resulting from such damages shall belimited per claim to the contract specific foreseeable damage(“vorhersehbarer vertragstypischer Schaden”), even where aviolation of material contractual obligations is involved.
(5) The above exclusions and limitations of liability shallapply to the same extent to the executive bodies, legal
representatives, employees and other vicarious agents of
FDK.
(6) Where FDK provides technical information or acts as aconsultant without such information or consulting service
being included in the contracted scope of services to be

Mizuho Corporate Bank, Ltd.
Kto.-Nr. 30612-33-002(BLZ 300 207 00)
IBAN DE63 3002 0700 3061 2330 02
BIC MHCBDEDD

Deutsche Bank AG
Kto.-Nr. 1811900(BLZ 300 700 10)
IBAN DE08 3007 0010 0181 1900 00
BIC DEUTDEDDFDK ELECTRONICS GMBH
Head Office: Einsteinring 24  85609 Aschheim/München  Germany  Tel.: 0 89-300 6680-0  Fax: 0 89-330 6680-50

rendered by it, this service shall be provided without cost andto the exclusion of all liabilities.
(7) The restrictions of this § 7 shall not apply to liability of
FDK based on wilful conduct, for guaranteed characteristics
of state, due to loss of life or injury to body or health, or under
the Product Liability Act.
§ 8 Retention of title(1) The retention of title agreed in the following shall serve
to secure all currently existing and future claims of FDK
against the Customer under the supply relationship between
the contracting parties (including balance claims based on an
open account relationship restricted to this delivery
agreement).
(2) The goods of FDK delivered to the Customer shallremain the property of FDK until full payment of all secured
claims. These goods and those replacing them under thisclause as subject to the retention of title shall hereinafter bereferred to as “goods subject to retention of title”.
(3) The Customer shall store the goods subject to retentionof title without cost to FDK.
(4) The Customer shall be authorised to process or re-sell
the goods subject to retention of title in its ordinary course ofbusiness until realisation (§ 8 para. 8). Pledging andassignment as security shall not be permitted.
(5) Where the goods subject to retention of title are resold,the Customer shall hereby transfer to FDK as collateral all
claims arising against the purchasing party – in case of coownership of FDK in the goods subject to retention of title,
prorated according to the co-owner’s share. Until revoked,
FDK shall authorise the Customer to collect any claims
assigned to FDK in its own name for the account of FDK.
FDK shall revoke this collection authorisation only in case ofrealisation.
(6) Where the goods subject to retention of title are seizedby third parties, specifically through attachment(“Pfändung”), the Customer shall promptly advise these third
parties of the ownership of FDK and notify FDK accordingly
in order to enable FDK to exercise its property rights. Where
the third party is unable to reimburse FDK for any judicial
and extra-judicial costs incurred in this connection, theCustomer shall be held liable vis-à-vis FDK.
(7) On request, FDK shall release the goods subject toretention of title and the items or claims taking their place at
its own option where their value exceeds the amount of
secured claims by more than 50%.
(8) Where FDK withdraws from the contract due to breachof contract on the part of the Customer (realisation),including but not limited to default FDK shall be entitled todemand the return of the goods subject to retention of title.

§ 10 Final provisions(1) Exclusive place of jurisdiction for any disputes arisingfrom the business relations between FDK and the Customer
shall be Munich. However, FDK shall also be entitled to sue
the Customer at its general place of jurisdiction.
(2) All relations between FDK and the Customer shall begoverned exclusively by the laws of the Federal Republic of
Germany. The United Nations Convention on Contracts for
the International Sale of Goods of 11 April 1980 (CISG) shallnot apply.
(3) Where the contract or these General Terms andConditions contain loopholes, these loopholes shall bedeemed filled by legally effective provisions which thecontracting parties would have agreed on the basis of theeconomic objectives of the contract and the spirit andpurpose of these General Terms and Conditions if theloopholes had been known.
(4) These General Terms and Conditions for delivery aredrafted in the English and German language. The English
version is only a convenience translation of the German
version. In case of any discrepancy between the English andthe German version, the German version shall prevail.
Status: October 2020

§ 9 Confidentiality
The Customer shall keep confidential and not disclose to any
third party any business and trade secrets and otherconfidential information, including but not limited, to prices
and technical documents, disclosed to the Customer inconnection with its business relationship to FDK. Thisconfidentiality obligation shall also apply if the Customer has
not taken appropriate confidentiality measures in the sense of§ 2 No. 1 b) of the German Trade Secrets Act(“GeschGehG”) in individual cases.

USt-IdNr. DE151499029
Steuer-Nr. 14313631339
HRB München Nr.: 213214

Geschäftsführer:
Tetsuya Komoto

Bankverbindungen:Mizuho Corporate Bank, Ltd.
Kto.-Nr. 30612-33-002(BLZ 300 207 00)
IBAN DE63 3002 0700 3061 2330 02
BIC MHCBDEDD

Deutsche Bank AG
Kto.-Nr. 1811900(BLZ 300 700 10)
IBAN DE08 3007 0010 0181 1900 00
BIC DEUTDEDD