General Terms and Conditionsof the Würth Elektronik Romania S.r.l.

As of: July 2024
1. Application
1.1 These General Terms and Conditions (hereinafter "Conditions") shall apply to all deliveries and services of Würth Elektronik
Romania S.r.l. (hereinafter "Würth Elektronik") even if they are notreferred to in subsequent contracts. Any terms and conditions of
the customer that conflict with, supplement, or deviate fromthese Conditions shall not become part of the contract unlesstheir application is expressly approved by Würth Elektronik in writing. These Conditions shall apply even if Würth Elektronik 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 Würth
Elektronik 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 Würth Elektronik
is entitled by law shall remain unaffected.
2. Offer and formation of contract
2.1 Offers from Würth Elektronik 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 be approximations only, unless they are expressly stated to be binding.
They do not constitute an agreement on, or guarantee of, the corresponding quality of the goods.
2.3 Würth Elektronik reserves all proprietary rights and copyrights
in any offer documents. Such documents may not be made available to any third party.
2.4 Orders from the customer shall be binding. Würth Elektronik
may accept orders by sending a written order confirmation, 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 Würth
Elektronik.
2.6 Contracts that are concluded shall oblige the customer to accept 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 VAT. Statutory VAT shall be
stated separately in the invoice, at the statutory 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 Würth Elektronik
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 be provided as part of continuous obligations. If Würth Elektronik has
agreed with the customer that the prices shall depend on specificprice factors, for example, raw material prices, changes in the pricefactors can lead to price adjustments, irrespective of the performance period.
3.3 Unless otherwise agreed, payment shall be made net within
30 days after the date of the invoice. Würth Elektronik shall, however, be entitled to make the execution of outstanding deliveries
or the provision of services contingent upon pre-payment or theprovision of security if no previous business relationship exists
with the customer, deliveries are to be made abroad, the customer's registered office is abroad or if there are any other reasonsthat give Würth Elektronik reason to doubt that payment will bemade promptly after delivery or provision of the services.
3.4 If after the contract has been entered into Würth Elektronik
becomes aware of circumstances that could considerably reducethe customer's creditworthiness and which could endanger thepayment of outstanding receivables of Würth Elektronik by thecustomer under the individual contract, Würth Elektronik shall beentitled to refuse to continue to execute the contract until the customer makes payment or provides security for such. If the customer is in default of payment, all the receivables of Würth
Elektronik that are outstanding with the customer shall becomedue immediately.
3.5 Payment shall be deemed made on the date on which Würth
Elektronik can dispose of the amount owed. When paying bycheque, payment shall only be deemed made after the cheque has
been cashed and Würth Elektronik 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 9 percentage points above thebase rate. The right to assert a further claim for damages is not
excluded.
3.6 Würth Elektronik shall be entitled to credit payments made by
the customer towards the customer's oldest debt first. If costs
and interest have already accrued, Würth Elektronik shall be entitled to credit the payment towards the costs first, then towards
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 Würth
Elektronik if Würth Elektronik 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 Würth Elektronik's registered office or at one of
Würth Elektronik's warehouses before this period has expired orif Würth Elektronik has provided notification that they are readyfor dispatch but have not left the registered office or warehouse
because the customer has declared that it will not accept the
goods.
4.2 If making the agreed deliveries or providing the services of
Würth Elektronik requires the cooperation of the customer, thecustomer shall ensure that Würth Elektronik is provided with all

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the necessary and appropriate information and data within goodtime and that such is of the required quality. If programming is required, the customer shall provide Würth Elektronik with the necessary 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.
As a prerequisite for compliance with the delivery period or thedelivery date, the customer must perform its other obligations
properly and in due time. Compliance with the agreed delivery
deadlines and delivery dates is subject to the condition that Würth
Elektronik is supplied by its own suppliers in due time andproperly. Any changes or amendments that are subsequently
agreed with Würth Elektronik may result in a reasonable extension of the agreed delivery dates.
4.4 Würth Elektronik shall be entitled to make reasonable part deliveries 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, Würth Elektronik can claim compensation forthe damage caused including any additional expenditure and storage costs. Any other claims remain unaffected. Würth Elektronik
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, already with the handing over of the goods to theshipping company, freight carrier or to any other person instructedto carry out the dispatch. This shall also apply to part deliveries orif it has been agreed that the dispatch is “freight paid” or free ofcharge. In the absence of written instructions from the customer,
Würth Elektronik shall be entitled to choose the carrier and theitinerary at its own discretion and after a due assessment of thecircumstances. At the request and expense of the customer,
Würth Elektronik 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 the customer on the day the goods are ready to be dispatched and Würth
Elektronik informs the customer of such.
5.3 If Würth Elektronik chooses the type of dispatch, the dispatch
route and/or the person to carry out the dispatch, Würth
Elektronik shall only be liable for wilful misconduct or gross negligence resulting from this choice.
6. Retention of title
6.1 The goods supplied remain the property of Würth Elektronik
until all receivables owed to Würth Elektronik by the customer asa result of the business relationship have been fully paid. If Würth
Elektronik's 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 under cheques andbills of exchange, as well as current-account claims. The customer
shall be obliged to handle all goods to which title is retained, andas long as title is retained, with due care. In particular, the customer is obliged to sufficiently insure the goods at the customer’s
own expense against damage by fire, water, and theft at their replacement value. The customer hereby assigns to Würth
Elektronik all claims for compensation arising from such insurance. Würth Elektronik hereby accepts the assignment. If an assignment is not allowed, the customer hereby irrevocably instructs its insurer to make payments, if any, only to Würth
Elektronik. This does not affect any further claims of Würth
Elektronik. Upon request, the customer must provide Würth
Elektronik 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 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 other dispositions which may jeopardize Würth
Elektronik's ownership. In the event of attachments or other encroachments by third parties, the customer must notify Würth
Elektronik without undue delay in writing and provide all the information required, advise the third party of Würth Elektronik’s property rights and assist with the measures taken by Würth
Elektronik to protect the goods which are subject to retention of
title. The customer shall bear any costs for which it is responsible
and which are necessary for the removal of the encroachment andthe recovery of the goods, if and to the extent that these costs
cannot be obtained from the third party.
6.3 The customer hereby assigns to Würth Elektronik all receivables 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.
Würth Elektronik hereby accepts this assignment. In the eventthat such assignment is not allowed, the customer hereby irrevocably instructs the third-party debtor to make payments, if any,
only to Würth Elektronik. The customer has the authority, which
may be revoked at any time, to collect the receivables assigned to
Würth Elektronik as a trustee on behalf of Würth Elektronik. Allamounts collected must be remitted to Würth Elektronik immediately. Würth Elektronik may revoke the customer’s authority tocollect receivables and its right to resell the goods if the customer
fails to properly perform its payment obligations to Würth
Elektronik, if the customer is in default of payment or stops payment, or if a petition is filed for the institution of insolvency proceedings against the assets of the customer. Any resale of thesereceivables is subject to prior approval by Würth Elektronik. The
customer’s authority to collect shall cease with the notification of
the assignment to the third-party debtor. In the event of a revocation of the authority to collect, Würth Elektronik may requestthat the customer discloses all receivables assigned, as well as therespective debtors' names, provide all information necessary forcollection, provide the related documents and priorly inform the
debtors on the assignment, as well as, in case of natural persons,on the transfer of their personal data to Würth Elektronik.
6.4 In the event of default of payment on the part of the customer,
Würth Elektronik shall be entitled to terminate the contract without prejudice to its other rights. The customer must immediately

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grant Würth Elektronik, or any third party commissioned by Würth
Elektronik, access to the goods that are subject to retention of title, surrender such goods and inform Würth Elektronik wherethese goods are located. After a timely warning to such effect,
Würth Elektronik may otherwise dispose of the goods that are
subject to retention of title for the purpose of satisfying 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 Würth Elektronik. The customer’s rightto acquire ownership of the goods which are subject to retentionof title continues to exist as a right to acquire ownership of theprocessed or altered item. If the goods are processed, combinedor mixed with other goods that are not owned by Würth
Elektronik, Würth Elektronik shall acquire a co-ownership interestin the new item that is equal to the ratio of the value of the goods
supplied to the value of the other items processed at the time ofprocessing. The customer shall store the new items on behalf ofWürth Elektronik. In all other respects, the item created throughprocessing or alteration shall be governed by the same provisions
as the goods that are subject to retention of title.
6.6 If requested by the customer, Würth Elektronik shall be obliged
to surrender the security interests to which Würth Elektronik isentitled to the extent that the realizable value of these security
interests exceeds Würth Elektronik’s receivables arising from thebusiness relationship with the customer by more than 20% upondeduction of the mark-downs customary in the banking business.
For valuation purposes, goods that are subject to retention of title
shall be assessed on the basis of their invoice value and receivables shall be assessed on the basis of their nominal 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 of protection as in the Federal Republic of Germany, the customer
hereby grants Würth Elektronik the equivalent security interest. If
the creation of this security interest requires further declarations
or actions, the customer shall make these declarations and perform these actions. The customer shall assist with all measuresrequired for, and conducive to, the validity and enforceability ofsuch security interests.
7. Claims for quality defects and liability
7.1 Würth Elektronik shall manufacture its products according to
the state of the art in technology applicable at time of entering
into the contract.
7.2 The goods sold by Würth Elektronik are intended to be used
only for general electronic equipment, in accordance to the product data sheet. The customer needs the written approval of Würth
Elektronik before incorporating the goods into any equipment infields such, but not limited to, as military, aerospace, aviation, nuclear control, submarine, transportation (automotive control, train
control, ship control), transportation signal, disaster prevention,
medical or for any other purposes where a failure of the productmay reasonably be expected to result in an injury to life, body orhealth or to unusually high pecuniary losses.
7.3 The customer's defect rights shall require that the customer
has fulfilled its statutory obligations to inspect and give notice of
defects, in particular that the customer has checked the delivered

goods upon receipt and notified Würth Elektronik without undue
delay and in writing upon receipt of the goods of any obvious defects and defects that could be identified during such inspection.
The customer shall inform Würth Elektronik in writing of any hidden defects without undue delay after they have been discovered.
The notification shall be deemed without undue delay if madewithin two working days after delivery for obvious defects and defects that could be identified during a proper inspection or after
discovery in the event of hidden defects; to meet the deadline, thedispatch of the notification or complaint shall suffice. If the customer fails to carry out a proper inspection and/or notification of
the defects, Würth Elektronik shall not be liable for the defect.
When reporting defects to Würth Elektronik, the customer must
supply a detailed written description of the defects.
7.4 Unless otherwise agreed, the customer shall be obliged to initially deliver the goods at its own expense to Würth Elektronik sothat the defects can be examined. The expenses that are required
for the inspection and subsequent performance , in particulartransportation, travel, labour and material costs shall only beborne by Würth Elektronik if it is determined during the inspectionthat a defect actually exists and provided these expenses are notincreased due to the fact that the customer took the goods to adifferent location than the original delivery address. Personnel
and material costs claimed by the customer in this connection
shall be charged on the basis of net costs.
7.5 If the goods are defective, Würth Elektronik shall be entitled for the purposes of subsequent performance - to choose between
remedying the defect or delivering goods that are free from defects.
7.6 If Würth Elektronik is not prepared or is not in a position tocarry out subsequent performance after a reasonable deadline
has expired, the customer can choose to terminate the agreement
or reduce the purchase price. The same shall apply if the subsequent performance fails, if it is unacceptable to the customer or if
a reasonable deadline is exceeded due to reasons for which Würth
Elektronik is responsible.
7.7 The customer shall have no right to terminate the contract if
the customer is unable to return the goods received and this is notdue to the fact that it is impossible to return such due to their nature, if Würth Elektronik is responsible for such or if the defect did
not become apparent until after the goods were processed or altered. The right toterminate the contract shall furthermore not exist if Würth Elektronik is not responsible for the defect and if instead of the received goods or services being returned by the customer, Würth Elektronik has to pay compensation for lost value.
7.8 Claims for defects shall not exist with respect to defects thatare due to natural wear and tear, to improper handling by the customer or a third party, or to changes or repairs to the goods thathave been carried out by the customer or a third party in an improper manner. The same shall apply to defects which can be attributed to the customer or which arise as a result of technical reasons other than the original defect. The customer shall, in particular, comply with the operational, storage and/or maintenancerecommendations provided by Würth Elektronik or the manufacturer.
7.9 The customer’s claim for reimbursement of expenses in place

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of damages in lieu of performance shall be excluded if and to theextent that such expenses would not have been made by a reasonable third party.
7.10 Würth Elektronik shall not be liable for damage for which it is
not responsible, in particular, it shall not be liable for damage thatis caused by improper usage or handling of the products. The customer is obliged to comply with the operational, storage and/or
maintenance recommendations provided by Würth Elektronik or
the manufacturer, to only make authorised changes, replace spareparts professionally and use the consumables that have the necessary specifications. Where applicable the customer shall, both
before and also regularly after the deliveries have been made or
the services have been provided by Würth Elektronik, performbackups to its computer systems at sufficiently regular intervals.
Würth Elektronik shall assume no liability for damage which is
caused by or can be attributed to a breach of the aforesaid obligations of the customer.
7.11 Würth Elektronik shall be liable for any damage resulting
from breach of guarantee or from death, bodily injury, or damage
to health. The same shall apply to wilful misconduct and grossnegligence, to mandatory statutory liability for product defects (inparticular under the Product Liability Act) and to liability if defects
were concealed with fraudulent intent. In cases of slight negligence, Würth Elektronik shall only be liable for breaches of thematerial obligations that result from the nature of the contract
and the performance of which is of particular importance in orderfor the purpose of the contract to be achieved. If such obligations
are breached, as well as in the event of default or if performanceis impossible, Würth Elektronik's liability shall be limited to thedamage which can typically be expected with such contract.
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 the goods.
The limitation period shall start with the delivery of the goods. This
shall not affect the statutory liability of Würth Elektronik for damage resulting from a breach of guarantee or from death, bodily injury or damage to health, for wilful misconduct and gross negligence, and mandatory liability for product defects. If Würth
Elektronik makes a statement with regard to a claim for defects
asserted by the customer, this shall not be deemed as the start ofnegotiations with regard to the claim or the circumstances on
which the claim is based, provided the claim for defects is fully rejected by Würth Elektronik.
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 are delivered to the customer or which are produced for the customer, inparticular, copyrights, industrial property rights such as, patents,
trademarks and registered designs shall remain the property of
Würth Elektronik or the individual proprietor of the rights. This
shall also apply if the software or any other protected products
are produced according to the specifications of or in co-operation
with the customer.

8.2 If Würth Elektronik uses the customer's software, Würth
Elektronik shall only use such software for the contractuallyagreed purpose. If Würth Elektronik requires the source codes forthe software to make contractually agreed changes or remedy defects, the customer shall provide Würth Elektronik with such freeof 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 is required for the purpose of the contract, unless otherwise provided
in the contract, in particular, the applicable licencing terms of thesoftware or an individual licence agreement, or by mandatory
statutory law. With regard to software provided by Würth
Elektronik, unless expressly permitted under the contract or bylaw, the customer shall in particular be forbidden from reproducing, distributing, disclosing, changing, translating, extending, making other modifications to and/or decompiling such.
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 Würth Elektronik and/or third parties, in particular, the manufacturer of the software or other protected products, reserve the right to assert claims for compensation.
8.6 In the event that a third party alleges it has a claim which conflicts with the right of use granted to the customer, the customer
shall inform Würth Elektronik without undue delay in writing or in
text form. The notification shall also include information as towhether the customer has changed the software or the productor combined such with other software and whether this, from thecustomer's perspective, could justify the third party's claim. If so
requested by Würth Elektronik, the customer shall allow Würth
Elektronik to handle the defence against these claims and, to theextent permissible and possible, shall allow Würth Elektronik torepresent the customer or shall conduct the defence itself as instructed by Würth Elektronik. Up until receiving notification as towhether Würth Elektronik will deal with the defence, the customer
shall not acknowledge or enter into a settlement agreement regarding the alleged claims of the third party without the express
approval of Würth Elektronik. If Würth Elektronik deals with thedefence, this obligation shall continue to apply. In addition, thecustomer shall support Würth Elektronik in its defence, if this isrequired for an appropriate defence. In return, Würth Elektronik
shall indemnify and hold the customer harmless against any necessary external costs and any third party compensation claims
and claims for reimbursement of expenses resulting from the defence, provided these can be attributed to the fault of Würth
Elektronik. In the event that Würth Elektronik does not deal withthe 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 Würth Elektronik, the customer shall not be entitledto assert claims against Würth Elektronik.
8.7 Würth Elektronik shall also be entitled with regard to title defects relating to software to attempt subsequent performance, if
Würth Elektronik so chooses (cf. 7.5). In all other respects, the

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statutory provisions for warranty obligations for title defects withregard to software shall apply irrespective of whether Würth
Elektronik is dealing with the defence against third party claims
under clause 8.6 of these Conditions, however, with the following
exceptions: (i) for the recovery of data, Würth Elektronik shall only
be liable insofar as the loss of data would also have occurred if thecustomer had carried out the usual backups; (ii) clause 7.4 of these
Conditions applies accordingly.
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 inter partes indemnify and hold Würth Elektronik
harmless from and against any product liability claims of third parties to the extent that the customer is responsible for the defectgiving rise to liability.
9.2 If Würth Elektronik has to carry out a product recall or issue a
product warning because of a product defect to the goods, thecustomer shall assist Würth Elektronik and take all measures ordered by Würth Elektronik, provided that these do not pose an unreasonable burden to the customer. The customer shall be obliged
to bear the costs of the product recall or product warning, provided the customer is responsible for the product defect and thedamage sustained. This does not affect any further claims of
Würth Elektronik.
9.3 The customer shall inform Würth Elektronik 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 Würth Elektronik is prevented by force majeure from performing its contractual obligations, in particular from delivering
the goods, Würth Elektronik shall be released from its obligation
to perform for the duration of the impediment and for a reasonable start-up period without being liable to the customer for damages. The same shall apply if the performance of its obligations by
Würth Elektronik becomes unreasonably complicated or temporarily impossible because ofunforeseeable circumstances forwhich Würth Elektronik is not responsible, in particular, because
of industrial action, official acts, energy shortages, delivery problems on the part of suppliers, or major disruptions of operations.
10.2 Würth Elektronik shall have the right to terminate the contract if such an impediment continues for more than three months
and if, as a result of such impediment, the performance of the contract is no longer of interest to Würth Elektronik. At the request of
the customer, Würth Elektronik shall declare after the expiry of theaforesaid three-month period whether it intends to make use of
its right to terminate the contract or whether it intends to deliver
the goods within a reasonable period of time.
11. Data protection and confidentiality
11.1 The customer is instructed by Würth Elektronik that the data
recorded during the course of entering into the contract may beprocessed by Würth Elektronik in accordance with the provisionsof the Data Protection Act and the General Data Protection Regulation (GDPR) for the purpose of fulfilling its obligations under thecontracts entered into with the customer. Such data may also betransmitted to affiliated companies of Würth Elektronik or vicari-

ous agents for the purposes of fulfilling the contract and for credit
investigations.
11.2 The customer shall be obliged for an unlimited period of time
to maintain the confidentiality of any and all information received
through Würth Elektronik which is stated to be confidential or
which due to other circumstances can be identified as a trade orbusiness secret; the customer may neither record nor disclose,transfer 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 or transfer of such trade and business secrets for their own purposes.
12. Export control
12.1 The parties undertake to comply with all relevant export control and sanctions regulations. The customer undertakes not toexport any goods to any country, if in these cases, applicable law,in particular the law of the European Union, is violated. The customer also undertakes not to resell to third parties, in violation of
applicable law, in particular the law of the European Union. The
customer confirms that it is not owned or controlled (directly or
indirectly) by a natural person or legal entity that is subject to applicable sanctions.
12.2 The customer assures not to sell, export or re-export delivered goods, insofar as they are subject to the provisions of Article
12g Regulation (EU) 833/2014, either directly or indirectly, to theRussian Federation or for use in the Russian Federation. The customer also assures not to sell, export or re-export delivered
goods, insofar as they are subject to the provisions of Article 8g
Regulation (EU) 765/2006, either directly or indirectly, to Belarus
or for use in Belarus.
12.3 The customer shall use its best efforts to ensure that theprovision in clause 12.2. is not frustrated by third parties in thefurther commercial chain, in particular not by possible resellers.
12.4 The customer shall set up and maintain an adequate monitoring mechanism to prevent circumvention of the provision inclause 12.2 by third parties in the further commercial chain or bypotential resellers.
12.5 Any violation of the above clauses 12.2, 12.3 and 12.4 shallconstitute a material breach of contract and entitles Würth
Elektronik to terminate the supply relationship with immediate effect and to cancel orders already confirmed without delay. In addition, the customer shall indemnify Würth Elektronik against all
costs, third-party claims, and other disadvantages (e.g., fines) resulting from the breach of an obligation under the above clauses
12.2, 12.3 or 12.4. This shall not apply if the customer is not responsible for this breach of duty. Furthermore, Würth Elektronik
shall be entitled to demand a contractual penalty in the amount of
5% of the sales price of the goods sold in violation of the provisionsof this regulation. Any further claims for damages shall remain unaffected by this.
12.6 The customer shall be obliged to notify Würth Elektronik ofall violations of the provisions of clauses 12.2, 12.3 or 12.4 including any relevant activities by third parties that could frustrate thepurpose of clause 12.2. Upon request, the customer shall provide

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Würth Elektronik with all information concerning compliance withthe obligations under clauses 12.2, 12.3 and 12.4 within two
weeks of the simple request of such information. Würth Elektronik
shall notify the competent authority of all violations of the provisions of the above clauses 12.2, 12.3 and 12.4.
13. Final provisions
13.1 Any rights and obligations of the customer may only be assigned or transferred to a third party with the prior written consent of Würth Elektronik.
13.2 The legal relations between the customer and Würth
Elektronik shall be governed by the laws of Romania, without regard to the United Nations Convention on Contracts for the International Sale of Goods (CISG).
13.3 Exclusive place of jurisdiction for all disputes arising from thebusiness relationship between Würth Elektronik and the customer shall be the registered office of Würth Elektronik. Würth
Elektronik may in addition sue the customer at the latter’s registered office, as well as at any other permissible place of jurisdiction.
13.4 The place of performance for any and all obligations to be
performed by the customer and by Würth Elektronik shall be theregistered office of Würth Elektronik.
13.5 If a provision of this agreement is or becomes invalid or impracticable in whole or in part, or if this agreement is incomplete,
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 impracticable provision. In the eventthat this agreement is incomplete, such provision shall be deemed
agreed as corresponds to what would have been agreed according
to the purpose of this agreement if the contracting parties had
considered the matter from the outset.
13.6 The customer hereby expressly accepts the provisions ofclauses no. 5.3, 7.7, 7.11, 12.2, 12.3 of these General Terms andConditions.
14. Environmental declaration
Würth Elektronik 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 in transportation. We pay close attention to ecological alternatives as concerns the selection of sources of energy and raw materials andpursue a consistent policy of waste reduction and product recycling.

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