General Terms and Conditionsof the Wurth Electronics Malaysia Sdn Bhd

As of: July 2020
1. Application
1.1 These General Terms and Conditions (hereinafter"Conditions") shall apply to all deliveries and services of Wurth
Electronics Malaysia Sdn Bhd, (hereinafter "Wurth Electronics")
even if they are not referred to in subsequent contracts. Any terms
and conditions of the customer that conflict with, supplement, or
deviate from these Conditions shall not become part of thecontract unless their application is expressly approved by Wurth
Electronics in writing. These Conditions shall apply even if Wurth
Electronics accepts a delivery or service from the customer
without reservations whilst being aware of the customer's
conflicting or deviating terms and conditions.
1.2 Agreements which supplement or deviate from these
Conditions and which are made between the customer and Wurth
Electronics for the performance of a contract must be set out inwriting in the contract. This also applies to the cancellation of thisrequirement of the written form.
1.3 Any rights beyond these Conditions to which Wurth
Electronics is entitled by law shall remain unaffected.
2. Offer and formation of contract
2.1 Offers from Wurth Electronics shall be subject to change andnon-binding, unless they are expressly stated to be binding.
2.2 Pictures, drawings, information as to weight, measurement,
performance and consumption as well as other descriptions of thegoods in the documentation pertaining to the offer shall beapproximations only, unless they are expressly stated to bebinding. They do not constitute an agreement on, or guarantee of,the corresponding quality of the goods.
2.3 Wurth Electronics reserves all proprietary rights andcopyrights in any offer documents. Such documents may not bemade available to any third party.
2.4 Orders from the customer shall be binding for the customer.
Wurth Electronics may accept orders by sending a written orderconfirmation, by making delivery or providing the services.
2.5 Executing orders according to the documents to be provided
by the customer shall require written approval by Wurth
Electronics.
2.6 Contracts that are concluded shall oblige the customer toaccept and pay for the goods or services ordered.
3. Prices, payment, set-off
3.1 The agreed price shall always be decisive. Not included in theprice shall, in particular, be the costs for packaging, freight,
insurance, customs, public levies and taxes. Statutory sales andservices tax (“SST”) shall be stated separately in the invoice, at thestatutory rate applicable on the day the invoice is issued.
3.2 For services that shall not be performed within a period of fourmonth after the contract has been concluded, Wurth Electronics
shall be entitled to adjust the price in line with any increases inwages and in the cost of materials that may have occurred in themeantime. The same shall apply for services that are to beprovided as part of continuous obligations. If Wurth Electronics
has agreed with the customer that the prices shall depend on

specific price factors, for example, raw material prices, changes in
the price factors can lead to price adjustments, irrespective of theperformance period.
3.3. Unless otherwise agreed, payment shall be made net within
30 days after the date of the invoice. Wurth Electronics shall,
however, be entitled to make the execution of outstanding
deliveries or the provision of services contingent upon prepayment or the provision of security if no previous business
relationship exists with the customer, deliveries are to be madeabroad, the customer's registered office is abroad or if there are
any other reasons that give Wurth Electronics reason to doubtthat payment will be made promptly after delivery or provision of
the services.
3.4 If after the contract has been entered into Wurth Electronics
becomes aware of circumstances that could considerably reducethe customer's creditworthiness and which could endanger thepayment of outstanding receivables of Wurth Electronics by thecustomer under the individual contract, Wurth Electronics shall beentitled to refuse to continue to execute the contract until thecustomer makes payment or provides security for such. If thecustomer is in default of payment, all the receivables of Wurth
Electronics that are outstanding with the customer shall becomedue immediately.
3.5 Payment shall be deemed made on the date on which Wurth
Electronics can dispose of the amount owed. When paying bycheque, payment shall only be deemed made after the cheque has
been cashed and Wurth Electronics can dispose of the amount.
Discount charges and other cheque costs shall be borne by thecustomer. In the event of default of payment, the customer shall
pay default interest at the rate of 5 percent per year. The customer
hereby unconditionally and irrevocably acknowledge that thesums stipulated herein to be payable by the customer would
constitute reasonable compensation to Wurth Electronics andhereby waives any objection it may now or hereafter have thatthose sums would be otherwise than fair and reasonable
compensation. The right to assert a further claim for damages is
not excluded.
3.6 Wurth Electronics shall be entitled to credit payments madeby the customer towards the customer's oldest debt first. If costs
and interest have already accrued, Wurth Electronics shall beentitled to credit the payment towards the costs first, thentowards interest, and finally towards the principal claim.
3.7 Counterclaims of the customer may only be set off or used toassert a right of retention by the customer if they have become
final by virtue of a judgment or if they are undisputed. A right toretain may be asserted by the customer only if the customer’s
counterclaim is based on the same contractual relationship.
4. Deliveries
4.1 Delivery periods and dates shall only be binding for Wurth
Electronics if Wurth Electronics explicitly states or confirms thatthey are binding. Agreed delivery periods shall be deemed met if
the goods have been handed over to the person in charge of thetransport at Wurth Electronics’ registered office or at one of Wurth
Electronics’ warehouses before this period has expired or if Wurth
Electronics has provided notification that they are ready for
dispatch but have not left the registered office or warehouse

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because the customer has declared that it will not accept the
goods.
4.2 If making the agreed deliveries or providing the services ofWurth Electronics requires the cooperation of the customer, thecustomer shall ensure that Wurth Electronics is provided with all
the necessary and appropriate information and data within goodtime and that such is of the required quality. If programming isrequired, the customer shall provide Wurth Electronics with thenecessary computer processing power, test data and data
inputting capacities within good time and to a sufficient extent.
4.3 The delivery period shall not start before all the documents,
information, approvals and permits that are to be provided by thecustomer have been provided in full and any technical issues havebeen clarified and any agreed down payment has been received
by Wurth Electronics. As a prerequisite for compliance with thedelivery period or the delivery date, the customer must perform
its other obligations properly and in due time. Compliance with theagreed delivery deadlines and delivery dates is subject to thecondition that Wurth Electronics is supplied by its own suppliers indue time and properly. Any changes or amendments that aresubsequently agreed with Wurth Electronics may result in areasonable extension of the agreed delivery dates.
4.4 Wurth Electronics shall be entitled to make reasonable partdeliveries and provide partial services. Unless otherwise expressly
agreed, deliveries and services ahead of schedule shall be allowed.
4.5 If the customer is in default of acceptance or violates otherduties to cooperate, Wurth Electronics can claim compensation
for the damage caused including any additional expenditure andstorage costs. Any other claims remain unaffected. Wurth
Electronics shall be entitled, after setting a reasonable
subsequent deadline, to otherwise dispose of the goods and to
supply the customer with new goods within a reasonable
extended deadline.
5. Passing of risk/dispatch
5.1 The risk of accidental loss or accidental deterioration of thegoods shall pass to the customer at the latest when the goods arehanded over to the customer or, if it is agreed that the goods will
be shipped, risk shall pass with the handing over of the goods tothe shipping company, freight carrier or to any other person
instructed to carry out the dispatch. This shall also apply to partdeliveries or if it has been agreed that the dispatch is “freight paid”
or free of charge. In the absence of written instructions from thecustomer, Wurth Electronics shall be entitled to choose the carrier
and the itinerary at its own discretion and after a due assessmentof the circumstances. At the request and expense of the customer,
Wurth Electronics shall take out transport insurance to insure thegoods against the risks specified by the customer.
5.2 If there is a delay in handing over or dispatch for reasons forwhich the customer is responsible, the risk shall pass to thecustomer on the day the goods are ready to be dispatched andWurth Electronics informs the customer of such.
5.3 If Wurth Electronics chooses the type of dispatch, the dispatch
route and/or the person to carry out the dispatch, Wurth
Electronics shall only be liable for wilful misconduct or grossnegligence resulting from this choice.

6. Retention of title
6.1 The goods supplied remain the property of Wurth Electronics
until all receivables owed to Wurth Electronics by the customer asa result of the business relationship have been fully paid. If Wurth
Electronics’ obligations to be performed include delivering
software, up until payment in full has been made of any
receivables, the customer shall in any case only be granted a
revocable usage right. These receivables also include claims undercheques and bills of exchange, as well as current account claims.
The customer shall be obliged to handle all goods to which title isretained, and as long as title is retained, with due care. In
particular, the customer shall hold such goods as Wurth
Electronics fiduciary agent and bailee and shall keep such goods
separate from those of the customer and any third parties andproperly stored, protected and identified as the property of Wurth
Electronics. The customer shall sufficiently insure the goods at thecustomer’s own expense against damage by fire, water, and theftat their replacement value. The customer hereby assigns to Wurth
Electronics all claims for compensation arising from suchinsurance. Wurth Electronics hereby accepts the assignment. If an
assignment is not allowed, the customer hereby irrevocably
instructs its insurer to make payments, if any, only to Wurth
Electronics. This does not affect any further claims of Wurth
Electronics. Upon request, the customer must provide Wurth
Electronics with evidence of the conclusion of the insurance policy.
6.2 The customer shall only be allowed to sell the goods which are
subject to retention of title in the ordinary course of business. The
customer shall account to Wurth Electronics for the proceeds ofsale or otherwise of such goods subject to retention of title andshall keep all such proceeds separate from any moneys orproperty of the customer or third parties. The customer shall not
be entitled to pledge the goods which are subject to retention of
title, to transfer them by way of security or to make any otherdispositions which may jeopardize Wurth Electronics’ ownership,
but if the customer does so, all moneys owing by the customer toWurth Electronics shall (without prejudice to any of Wurth
Electronics’ other right or remedy) forthwith become due andpayable. In the event that such goods become the subject of any
foreclosure or other encroachments by third parties, the customer
must notify Wurth Electronics without undue delay in writing andprovide all the information required, advise the third party ofWurth Electronics’ property rights and assist with the measurestaken by Wurth Electronics to protect the goods which are subject
to retention of title. The customer shall bear any costs for which itis responsible and which are necessary for the removal of an
encumbrance or encroachment and the recovery of the goods, if
and to the extent that these costs cannot be obtained from thethird party.
6.3 The customer hereby assigns to Wurth Electronics allreceivables arising from the resale of the goods, including all
ancillary rights, irrespective of whether the goods which are
subject to retention of title are resold without or after further
processing. Wurth Electronics hereby accepts this assignment. In
the event that such assignment is not allowed, the customer
hereby irrevocably instructs the third party debtor to makepayments, if any, only to Wurth Electronics. The customer has theauthority, which may be revoked at any time, to collect thereceivables assigned to Wurth Electronics as a trustee on behalfof Wurth Electronics. All amounts collected must be remitted to

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Wurth Electronics immediately. Wurth Electronics may revoke thecustomer’s authority to collect receivables and its right to resell
the goods if the customer fails to properly perform its payment
obligations to Wurth Electronics, if the customer is in default of
payment or stops payment, or if the creditworthiness or financial
position of the customer deteriorates, he cease any otherbusiness activity essential for the contractual performance or if hebecomes incapable for other reasons to fulfil the contractual
duties. Any resale of these receivables is subject to prior approval
by Wurth Electronics. The customer’s authority to collect shall
expire with the notification of the assignment to the third party
debtor. In the event of a revocation of the authority to collect,
Wurth Electronics may request that the customer disclose allreceivables assigned, as well as the respective debtors' names,
provide all information necessary for collection, provide therelated documents and inform the debtors of the assignment.
6.4 In the event of default of payment on the part of the customer,
Wurth Electronics shall be entitled to terminate or rescind thecontract without prejudice to its other rights. The customer must
immediately grant Wurth Electronics, or any third party authorisedby Wurth Electronics, access to the goods that are subject toretention of title, surrender such goods and inform Wurth
Electronics where these goods are located. After a timely warning
to such effect, Wurth Electronics may otherwise dispose of thegoods that are subject to retention of title for the purpose ofsatisfying its due claims against the customer.
6.5 Any processing or alterations made by the customer to thegoods which are subject to retention of title shall always bedeemed made on behalf of Wurth Electronics. The customer’s
right to acquire ownership of the goods which are subject toretention of title continues to exist as a right to acquire ownershipof the processed or altered item. If the goods are processed,
combined or mixed with other goods that are not owned by Wurth
Electronics, Wurth Electronics shall acquire a co-ownershipinterest in the new item that is equal to the ratio of the value ofthe goods supplied to the value of the other items processed at
the time of processing. The customer shall store the new items onbehalf of Wurth Electronics. In all other respects, the item createdthrough processing or alteration shall be governed by the sameprovisions as the goods that are subject to retention of title.
6.6 If requested by the customer, Wurth Electronics shall beobliged to surrender the security interests to which Wurth
Electronics is entitled to the extent that the realizable value ofthese security interests exceeds Wurth Electronics’ receivables
arising from the business relationship with the customer by morethan 20% upon deduction of the mark-downs customary in thebanking business. For valuation purposes, goods that are subject
to retention of title shall be assessed on the basis of their invoicevalue and receivables shall be assessed on the basis of theirnominal value.
6.7 In the event that goods are delivered to destinations withother legal systems in which the retention of title pursuant toclauses 6.1 to 6.6 above does not offer the same degree ofprotection as in Malaysia, the customer hereby grants Wurth
Electronics the equivalent security interest. If the creation of thissecurity interest requires further declarations or actions, thecustomer shall make these declarations and perform theseactions. The customer shall assist with all measures required for,and conducive to, the validity and enforceability of such security
interests.
7. Warranties, remedies and liability
7.1 Subject as expressly provided in these Conditions all otherwarranties conditions or terms, including those implied by statuteor common law, are excluded to the fullest extent permitted bylaw.
7.2 Subject to this clause 7, Wurth Electronics warrants that thedelivered goods will correspond with their specification at the timeof delivery, and agrees to remedy any non conformity therein for
period of 12 (twelve) months commencing from the date on which
the delivered goods are delivered or deemed to be delivered("Warranty Period"). Where the customer is dealing as a consumer(within the meaning of the Consumer Protection Act 1999 (Act599)), Wurth Electronics further gives to the Customer such
implied warranties as cannot be excluded by law.
7.2.1 Wurth Electronics above warranty concerning the delivered
goods is given subject to the following conditions:(a) No condition is made or to be implied nor is any warranty given
or to be implied as to the life or wear of the delivered goods
supplied or that they will be suitable for any particular purpose or
use under any specific conditions, notwithstanding that such
purpose or conditions may be known or made known to Wurth
Electronics.
(b) Any description given of the delivered goods is given by way ofidentification only and the use of such description shall notconstitute a sale by description.
(c) Notwithstanding that a sample of the delivered goods has been
exhibited to and inspected by the customer, it is hereby declaredthat such sample was not so exhibited and inspected as toconstitute a sale by sample under the contract.
(d) Wurth Electronics binds itself only to deliver goods inaccordance with the general description under which they were
sold, whether or not any special or particular description shall havebeen given or shall be implied by law. Any such special or particular
description shall be taken only as the expression of Wurth
Electronics’ opinion in that behalf. Wurth Electronics does not give
any warranty as to the quality state condition or fitness of thegoods.
(e) The above warranty does not extend to parts materials or
equip-ment not manufactured by Wurth Electronics, in respect ofwhich the customer shall only be entitled to the benefit of any
such warranty or guarantee as is given by the manufacturer toWurth Electronics.
(f) Wurth Electronics shall manufacture its products according to
the state of the art in technology applicable at time of entering
into the contract. Any intended usage that goes beyond thecustomary usage of the products or that requires a quality thatdeviates from the norm, in particular, any usage that is relevant
for safety purposes, for example, aerospace or automobile usage,
must be agreed in advance in writing.
(g) Wurth Electronics shall be under no liability for actions taken by
the customer or third parties and the consequences thereof
included but not limited to improper remedy of defects, alterationof the goods without the prior written agreement of Wurth
Electronics, addition, modification and insertion of parts, inparticular of spare parts which do not come from Wurth
Electronics.

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General Terms and Conditionsof the Wurth Electronics Malaysia Sdn Bhd(h) The above warranty does not extend to used machines, devices
or parts.
(i) Wurth Electronics shall be under no liability in respect of any
defect in the goods or any other claim arising from any drawing
design or specification supplied by the Customer.
(j) Wurth Electronics shall be under no liability in respect of any
defect arising from unsuitable or improper use, defective
installation or commissioning by the customer or third parties, fair
wear and tear, wilful damage, negligence, abnormal working
conditions, defective or negligent handling, improper
maintenance, excessive load, unsuitable operating materials andreplacement materials, poor work, unsuitable foundation,
chemical, electro-technical/electronic or electric influences,
failure to follow Wurth Electronics’ instructions (whether oral or inwriting) misuse or alteration or repair of the goods without Wurth
Electronics’ approval.
(k) Wurth Electronics is not liable for any loss damage or liability of
any kind suffered by any third party directly or indirectly caused byrepairs or remedial work carried out without Wurth Electronics’
prior written approval and the customer shall indemnify Wurth
Electronics against each loss liability and cost arising out of suchclaims.
(l) Wurth Electronics shall be under no liability under the above
warranty (or any other warranty condition or guarantee) if thetotal price for the goods and/or services has not been paid incleared funds by the due date for payment.
(m) Wurth Electronics shall be under no liability whatsoever inrespect of any defect in the goods arising after the expiry of theWarranty Period.
7.2.2 Any claim by the customer which is based on any defect in
the quality or condition of the goods or their failure to correspondwith specification shall be notified to Wurth Electronics withinseven days from the date of receipt of the goods or (where thedefect or failure was not apparent on reasonable inspection)
within a reasonable time after discovery of the defect or failure, atthe latest within 7 days after discovery. The customer shall also
examine the goods for defects before every commissioning, inparticular regarding safety and suitability for use. During use, thegoods shall be monitored constantly with regard to safety anddefects. If there are even slight reservations concerning thesuitability for use or the slightest reservations concerning safety,
the goods must not be used or the operation must be shut down
immediately. Wurth Electronics shall be given written notification
immediately, specifying the reservations or the defect. Unlessotherwise agreed, the customer shall initially deliver the goods at
its own expense to Wurth Electronics so that the defects can be
examined. The expenses that are required for the inspection andsubsequent performance by Wurth Electronics, in particulartransportation, travel, labour and material costs shall only beborne by Wurth Electronics if it is determined during theinspection that a defect actually exists and provided these
expenses are not increased due to the fact that the customer took
the goods to a different location than the original delivery address
However in no event shall the customer be entitled to reject the
goods on the basis of any defect or failure, except where thefailure is such that the goods delivered are of a fundamentallydifferent nature than those which Wurth Electronics had
contracted to deliver.
7.2.3 If the customer does not give due notification to Wurth
Electronics in accordance with clause 7.2.2, Wurth Electronics

shall have no liability for any defect or failure or for any
consequences resulting therefrom. Where any valid claim in
respect of any of the goods which is based on any defect in thequality or condition of the goods or their failure to meet a
specification is notified to Wurth Electronics in accordance withclause 7.2.2, the non conforming goods (or part thereof) will be
repaired or replaced free of charge as originally ordered. Where
the goods have not been so repaired or replaced within areasonable time, despite a written warning from the customer,
the customer shall be entitled to a reduction of the price inproportion to the reduced value of the goods, provided that underno circumstance shall such reduction exceed 30% of the price of
the affected goods. In lieu of repair or replacement, Wurth
Electronics may, at its sole discretion, grant such a reduction to
the customer. Upon a repair, replacement or price reduction being
made as aforesaid, the customer shall have no further claim
against Wurth Electronics.
7.2.4 When Wurth Electronics has provided replacement goods orgiven the customer a refund, the non conforming goods or parts
thereof shall become Wurth Electronics’ property.
7.3 Subject to this clause 7, Wurth Electronics warrants that theservices will be provided using reasonable care and skill. Any claimby the customer that services have not been undertaken orcompleted in accordance with the contract shall be notified toWurth Electronics within seven days after performance of theservices was completed. If the customer does not give due
notification to Wurth Electronics as aforesaid, Wurth Electronics
shall have no further liability to the customer. Where any valid
claim in respect of improperly performed services has been
notified to Wurth Electronics, Wurth Electronics shall repeat,
rectify or remedy the services at Wurth Electronics’ risk andexpense within a reasonable time. Where the services have notbeen so re-performed within a reasonable time, despite a written
warning from the customer, the customer shall be entitled toclaim compensation for actual loss and expense sustained as aresult of Wurth Electronics’ non-performance, which wasforeseeable at the time of conclusion of the contract and resulting
from the usual course of events, up to a maximum cumulative
amount of 30% of the value of the unperformed services.
7.4 Wurth Electronics shall accept liability to the customer for
death or injury resulting from its own or that of its employees'
negligence. Save as aforesaid, Wurth Electronics’ liability under orin connection with the contract shall be subject to the limitations
set out in this clause 7.
7.5 Wurth Electronics shall be under no liability whatsoever where
this arises from a reason beyond its reasonable control asprovided in clause 10 or from an act or default of the customer.
7.6 In no event shall Wurth Electronics be liable for loss of profit
or savings or goodwill, loss of production or revenue or any typeof special indirect or incidental, consequential, exemplary punitiveor special loss and/or damages whatsoever (including loss ordamage suffered by the customer as a result of an action brought
by a third party) even if such loss were reasonably foreseeable or
Wurth Electronics had been advised of the possibility of thecustomer incurring the same.
7.7 Where time of performance has been agreed by Wurth

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Electronics to be of the essence of the contract, and Wurth
Electronics fails to comply with its obligations in due time, so thatthe customer becomes entitled to compensation, Wurth
Electronics’ liability shall be limited to an amount of 0,5% for eachfull week of delay, in total to a maximum cumulative amount of
5%, of the value of the delayed goods or services.
7.8 If the customer becomes entitled to compensation arising outof Wurth Electronics’ non delivery of goods or non-performanceof services, Wurth Electronics’ liability shall be limited in total to a
maximum cumulative amount of 30%, of the value of theundelivered goods or unperformed services.
7.9 The remedies set out in this clause 7 are the customer’s soleand exclusive remedies for non-conformity of or defects in the
goods or services and Wurth Electronics’ liability for the same
shall be limited in the manner specified in this clause 7.
7.10 Without prejudice to the sub-limits of liability applicable
under this clause 7 or elsewhere in these Conditions, Wurth
Electronics’ maximum and cumulative total liability (including any
liability for acts and omissions of its employees agents and subcontractors) in respect of any and all claims for defective
performance, breach of contract, compensation, indemnity, tort,
misrepresentation, negligence at law or equity and any otherdamages or losses which may arise in connection with its
performance or non-performance under the contract, shall not
exceed 50% of the total contract price.
7.11 If a number of events give rise substantially to the same loss
they shall be regarded as giving rise to only one claim under these
Conditions.
7.12 The limitation period for claims for defects of the customer
shall be one year, unless the defective good has been used in its
customary manner for a building and this has caused a defect tothe building. The limitation period shall also apply to claims
resulting from a tortious act that are based on a defect of thegoods. The limitation period shall start with the delivery of thegoods.
8. Intellectual property and usage rights relating to softwareand other protected products, information and co-operation
duties
8.1 Unless otherwise provided in the contract or by law, any rights
relating to software or other protected products which aredelivered to the customer or which are produced for the customer,in particular, copyrights, industrial property rights such as,
patents, trademarks and registered designs, shall remain theproperty of Wurth Electronics or its licensors. This shall also apply
if the software or any other protected products are produced
according to the specifications of or in co-operation with thecustomer.
8.2 If Wurth Electronics uses the customer's software, Wurth
Electronics shall only use such software for the contractuallyagreed purpose. If Wurth Electronics requires the source codes forthe software to make contractually agreed changes or remedy
defects, the customer shall provide Wurth Electronics with such
source codes free of charge for use.
8.3 The customer shall only receive a simple right of use to thesoftware and other protected products to such extent as isrequired for the purpose of the contract, unless otherwise
provided in the contract, in particular, the applicable licencing
terms of the software or an individual licence agreement, or bymandatory statutory law. With regard to software provided by
Wurth Electronics, unless expressly permitted under the contract
or by law, the customer shall in particular be forbidden from
reproducing, distributing, disclosing, changing, translating,extending, making other modifications to and/or decompilingsuch.
8.4 For backup purposes, the customer may create the necessary
backup copies of the software, provided the individual licenceagreement does not contain provisions to the contrary. Backup
copies on moveable data carriers shall be marked as such andshall be endorsed with the copyright notice of the original datacarrier.
8.5 In the event of unlawful use Wurth Electronics and/or third
parties, in particular, the manufacturer of the software or otherprotected products, reserve the right to assert claims forcompensation.
8.6 In the event that a third party alleges it has a claim whichconflicts with the right of use granted to the customer, thecustomer shall inform Wurth Electronics without undue delay inwriting or in text form. The notification shall also include
information as to whether the customer has changed thesoftware or the product or combined such with other software
and whether this, from the customer's perspective, could justify
the third party's claim. If so requested by Wurth Electronics, thecustomer shall allow Wurth Electronics to handle the defence
against these claims and, to the extent permissible and possible,
shall allow Wurth Electronics to represent the customer or shallconduct the defence itself as instructed by Wurth Electronics. Up
until receiving notification as to whether Wurth Electronics willdeal with the defence, the customer shall not acknowledge orenter into a settlement agreement regarding the alleged claims ofthe third party without the express approval of Wurth Electronics.
If Wurth Electronics deals with the defence, this obligation shallcontinue to apply. In addition, the customer shall support Wurth
Electronics in its defence, if this is required for an appropriate
defence. In return, Wurth Electronics shall indemnify and hold thecustomer harmless against any necessary external costs and any
third party compensation claims and claims for reimbursement ofexpenses resulting from the defence, provided these can be
attributed to the fault of Wurth Electronics. In the event that
Wurth Electronics does not deal with the defence, the customer
shall be entitled to defend itself at its own discretion. If existing
third party claims cannot be attributed to the fault of Wurth
Electronics, the customer shall not be entitled to assert claims
against Wurth Electronics.
8.7 Wurth Electronics shall be entitled with regard to title defects
relating to software to attempt subsequent performance, if Wurth
Electronics so chooses.
9. Product liability
9.1 The customer shall not modify the goods; in particular, thecustomer shall not modify or remove existing warnings relating torisks by improperly using the goods. If this duty is violated, thecustomer must indemnify and hold Wurth Electronics harmless

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from and against any product liability claims of third parties to theextent that the customer is responsible for the defect giving rise
to liability.
9.2 If Wurth Electronics has to carry out a product recall or issue a
product warning because of a product defect to the goods, thecustomer shall assist Wurth Electronics and take all measuresordered by Wurth Electronics, provided that these do not pose an
unreasonable burden to the customer. The customer shall beobliged to bear the costs of the product recall or product warning,to the extent the customer is responsible for the product defectand the damage sustained. This does not affect any further claimsof Wurth Electronics.
9.3 The customer shall inform Wurth Electronics without undue
delay in writing of any risks in the use of the goods and any
possible product defects of which the customer becomes aware.
10. Force majeure10.1 If Wurth Electronics is prevented by force majeure being an
event which cannot be foreseen, avoided or overcome (including
but not limited to unforeseeable natural disaster; fire; flood; strike;lockout; government action or any other event that impairs,
delays or stops the production and carriage of products or makes
the production and carriage of products unreasonable) fromperforming its contractual obligations, in particular from delivering
the goods, Wurth Electronics shall be released from its obligation
to perform for the duration of the impediment and for areasonable start-up period without being liable to the customer
for damages. The same shall apply if the performance of its
obligations by Wurth Electronics becomes unreasonably
complicated or temporarily impossible because of unforeseeable
circumstances for which Wurth Electronics is not responsible, inparticular, because of industrial action, official acts, energy
shortages, delivery problems on the part of suppliers, or major
disruptions of operations.
10.2 Wurth Electronics shall have the right to terminate or rescind
the contract if such an impediment continues for more than threemonths. At the request of the customer, Wurth Electronics shalldeclare after the expiry of the aforesaid three month period
whether it intends to make use of its right to terminate or rescind
the contract or whether it intends to deliver the goods within areasonable period of time.
11. Data protection and confidentiality
11.1 The customer agrees that personal data (if any) recorded
during the course of entering into the contract may be collected,
processed and used by Wurth Electronics in accordance with theprovisions of the Personal Data Protection Act 2010 (“PDPA”) forthe purpose of fulfilling its obligations under the contracts enteredinto with the customer. The customer further agrees that suchdata may also be transmitted to affiliated companies of Wurth
Electronics or vicarious agents for the purposes of fulfilling thecontract and for credit investigations.
11.2 With respect to personal data of the customer’s employees,
officers, servants, agents, advisors and representatives, which thecustomer provides to Wurth Electronics, the customer confirmsthat processing of such data in accordance with this Conditions
will not cause Wurth Electronics to breach the PDPA and any
applicable data protection legislation.

11.3 In the event that Wurth Electronics provides the customer
with the personal data of Wurth Electronics’ employees, officers,
servants, agents, advisors and representatives, the customer
agrees to keep it confidential and in accordance with the PDPA
and any applicable data protection legislation.
11.4 The customer agrees that Wurth Electronics may store andprocess personal data of the customer´s employees, officers,
servants, agents, advisors and representatives to affiliates of the
Wurth Electronics (who may be located in other territories) for the
purposes of: (a) the Conditions, (b) maintaining the Wurth
Electronics’ operations or administration or management
systems, (c) quality and risk management reviews, or (d) provisionof information about Wurth Electronics and Wurth Electronics’
range of services.
11.5 The customer agrees to indemnify and keep indemnified anddefend at its own expense Wurth Electronics against all costs,
claims, damages or expenses incurred by Wurth Electronics or forwhich Wurth Electronics may become liable due to any failure by
the customer or its employees, agents or subcontractors tocomply with any of its obligations herein provided.
11.6 The customer shall be obliged for an unlimited period of time
to maintain the confidentiality of any and all information received
from or through Wurth Electronics which is stated to be
confidential or which due to other circumstances can be identified
as a trade or business secret; the customer may neither record nor
disclose or use any such information. The customer must ensure
by means of suitable contractual agreements with its employees
and those agents working on its behalf that such persons also
refrain for an unlimited period of time from any use, disclosure andunauthorised recording of such trade and business secrets fortheir own purposes.
12. Final provisions
12.1 Any rights and obligations of the customer may only be
assigned or transferred to a third party with the written consent
of Wurth Electronics.
12.2 The legal relations between the customer and Wurth
Electronics shall be governed by the laws of Malaysia, without
regard to the United Nations Convention on Contracts for theInternational Sale of Goods (CISG).
12.3 The customer and Wurth Electronics agrees to submit to thenon-exclusive jurisdiction of the courts of Malaysia.
12.4 The place of performance for any and all obligations to be
performed by the customer and by Wurth Electronics shall be theregistered office of Wurth Electronics.
12.5 If a provision of this agreement is or becomes invalid or
impracticable in whole or in part, or if this agreement isincomplete, this shall not affect the validity of the remaining
provisions hereof. In lieu of the invalid or impracticable provision,
such valid and impracticable provision shall be deemed agreed as
comes closest to the purpose of the invalid or impracticableprovision. In the event that this agreement is incomplete, suchprovision shall be deemed agreed as corresponds to what would
have been agreed according to the purpose of this agreement if

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General Terms and Conditionsof the Wurth Electronics Malaysia Sdn Bhd

the contracting parties had considered the matter from theoutset.
Environmental declaration
Wurth Electronics is committed to people and the environment.
Therefore, we undertake to manufacture our products in a mannerthat conserves resources and to systematically realise any
potential for saving energy in manufacturing processes and intransportation. We pay close attention to ecological alternatives
as concerns the selection of sources of energy and raw materials
and pursue a consistent policy of waste reduction and productrecycling.

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