Terms and Conditions of Purchaseof Würth Elektronik eiSos GmbH & Co. KG,
Würth Elektronik iBE GmbH andErwin Büchele GmbH & Co. KG
As of: September 2023
1. Area of Validity
These Terms and Conditions of Purchase are valid for all of ourpurchase orders. They are also valid for all future agreements with
the Supplier if said Supplier was agreed with their validity after being informed about them. Amendments and supplements to theTerms and Conditions of Purchase or diverging terms and conditions of the Supplier are valid only if we confirm them in writing.
They also have no effect if we have not objected to them in a particular case. The acceptance of deliveries, services or payment forthem does not constitute agreement with the terms and conditions of purchase of the Supplier.
2. Purchase Orders / Order Confirmations / Call-offs
2.1 Purchase orders, amendments or supplements to them, as
well as other arrangements made at the conclusion of the Agreement are binding if we state or confirm them in writing. Verbal
agreements are only valid if confirmed in writing. We refuse to accept supplies or services for which there are no written purchaseorders.
2.2 The Supplier must confirm acceptance of the purchase order
within five business days, based on the date of the purchase order.
The purchase order is considered accepted as soon as the Supplierbegins to process the order.
2.3 To the extent provided for in framework agreements, call-offs
mentioned therein become binding if the Supplier does not raise
objections within one week from the date of the call-off.
3. Delivery Dates / Deadlines
The delivery dates and deadlines that are stipulated based on confirmed purchase orders or delivery schedules are binding. Determinative for such observance is the receipt of the complete, defect-free delivery at the designated receiving site or at our receiving department, if this was stipulated or is prescribed by law. This
also applies to required documentation, records as well as complete accompanying documents.
4. Partial Deliveries / Short DeliveriesPartial deliveries do not constitute contractual performance unless we authorize them. If excess deliveries are made without ourprior approval, we reserve the right to return them at the Supplier‘s cost.
5. Delay in Delivery
5.1 If the Supplier is in default, we are entitled to withdraw fromthe Agreement regardless of any further legal claims for damages
following an appropriate grace period, to procure replacements,
and to require damages from the Supplier instead of the productor service.
5.2 Acceptance of the late delivery or service does mean abandonment of further claims for damages.
5.3 As soon as the Supplier anticipates difficulties in procuring
materials or in manufacturing, etc. that can impede timely fulfillment of the Agreement, the Supplier must notify us immediately
and inform us of the reasons and likely duration of the missed
deadline. This does not affect the Supplier‘s obligation to provide
deliveries on schedule.
5.4 If the Supplier defaults in making the delivery entirely or partly,

we are authorized to demand as contractual penalty1% and at
most 5% of the delivery value for each commenced week ofmissed deadline. We can make this claim until the final invoiceeven if we have not expressly reserved the right to do so when
accepting the delayed delivery. We reserve the right to claim further damages.
6. Working at Our Location or with Our Customers
6.1 If employees or agents of the Supplier work in our offices or at
our customers‘ locations, they must observe accident prevention
regulations and all other safety regulations as well as the respective work rules.
6.2 The Supplier is responsible for observing safety regulations
that are valid at the place of execution. The Supplier must appropriate information about them in time to ensure that the production deadline is observed.
6.3 Assigned installation projects are considered to be fulfilled
upon inspection. Products or services of the Supplier are considered inspected once our authorized agent has expressly accepted
them in writing as being in conformity with the Agreement. If wehave declared the product or service as inspected subject to removal of defects or if defects develop after the inspection, we areentitled to the legal rights accruing from defects.
7. Prices / Invoicing / Terms of Payment
7.1 Free delivery is provided, including appropriate and environmentally friendly packaging to the stipulated receiving site or toour receiving department.
7.2 Unless otherwise stipulated, payment of the invoice is on the25th of the month following delivery with2%discount or within 90
days without deduction. The beginning of the deadline assumes
receipt of an orderly and testable invoice as well as a complete,defect-free delivery.
7.3 We are entitled to select the means of payment.
7.4 In case of defective delivery we have the right to put forward
a defense of lack of performance of the Agreement and to retain
payment until proper performance of the Agreement.
7.5 Claims against us may be assigned only with our written approval. Approval is considered granted for deliveries under extended reservation of title.
8. Passing of Risk / Reservation of Title
8.1 The Supplier bears the risk in any event until the goods are received at the stipulated receiving site or at our receiving department.
8.2 Thegoodsbecomeourpropertywhendelivered.Weexpresslyopposeregulationsregarding retention of title that go beyond a simple or extended retention of title.
9. Packaging
9.1 The Supplier is responsible for orderly packaging according to
the requirements set out in the Agreement. If no such requirements exist, the packaging must be in conformity with the relevant regulations and usual standards.

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Terms and Conditions of Purchaseof Würth Elektronik eiSos GmbH & Co. KG,
Würth Elektronik iBE GmbH andErwin Büchele GmbH & Co. KG

9.2 The Supplier shall take back the packaging material based on
the requirements of the current packaging regulation.

12.5 The period of limitation for claims based on defects is 24
months unless a longer period of limitation is provided for by law.

9.3 The Supplier is liable for damages to the object of Agreement
based on improper packaging.

13. Product Liability, Recall, Other Liabilities and Insurance
13.1 In case a non-contractual product liability claim is advanced
against for direct or indirect damages to life and limb of third parties or to property, the Supplier shall release us from such claims
if the damages were caused by an error of the item provided by
the Supplier.

10. Goods ‘origin and preferences /Regulations of international
trade
Supplier is committed to submit a long-term supplier´s declaration for all articles being supplied to Würth in which he confirms
the goods` preferential status (“Goods with preferential origin ofEC” or “Goods without preferential origin of EC”). Supplier is liable
for any damage caused by nonobservance of such commitment
by noncompliant declarations issued.
Supplier undertakes to check all products supplied whether they
are subject to any prohibitions, restrictions and/or duties to obtaina permit (e.g. export control list, Dual use regulation, US Re-Export
regulations etc.) in the international goods traffic and to markthem accordingly and doubtlessly with traceable information in
relating quotations, order confirmations and any document attached to the respective goods.
11. Quality assurance
The Supplier shall observe approved rules of technology, security
regulations and the stipulated technical data for the Supplier‘s deliveries and services. Changes made to the delivery item require
our prior written approval. Further details ensue from the applicable quality assurance agreement.
12. Legal rights accruing from defects
12.1 The Supplier shall ensure that the goods, including packaging
and price marking, comply with the stipulated characteristics ofstate and exhibit guaranteed features.
12.2 The requirement to examine and make a complaint begins
upon delivery. This also holds true if the goods were previouslytransferred to our safekeeping or becomes our property or weredelivered by us to a transport company or carrier or other agent.
12.3 Weareentitledtolegalrightsaccruingfromdefectsincasesofdefectsandwarranty.This also applies to rights of recourse for thepurchase of consumer goods. If we are entitled to warranty claims
that exceed the legal rights accruing from defects, these rights remain unaffected. If a defect appears within the period of limitation,we are entitled at our own option to require additional performance through subsequent improvement, delivery or new production within an appropriate time limit. The Supplier must also
compensate us for expenses required for the additional performance as well as for damages to which we are legally entitled. If
additional performance has not been forthcoming within a reasonable grace period, has failed, or if the grace period was unnecessary, we are entitled, while maintaining other existing legal
claims, to withdraw from the Agreement or demand a reductionof purchase price.
12.4 In urgent cases we are entitled to remove or to have removed
through third parties the established defects at the Supplier‘s cost
if the Supplier could not be reached and there is risk of sustaining
disproportionately high damages. We will inform the Supplier
without delay about such actions. Our further legal rights remain
thereby unaffected.

13.2 In such cases, the supplier shall assume all costs and expenses, including the costs of bringing any action or of a callback.
In other respects, the legal provisions shall apply.
13.3 The Supplier is also liable according to the legal provision incases of other liability due to neglect of duty.
13.4 The Supplier must take out an appropriate liability insurance
policy that must be coordinated with us in terms of amount andscope. Upon request the Supplier must provide evidence of suchinsurance and payment of the insurance premiums.
14. Property Rights of Third Parties
The Supplier releases us from claims of third parties arising fromviolations of copyrights, trade- marks, patents, or industrial property rights, provided they are based on negligent behavior by theSupplier. This is not valid if the Supplier manufactured the supplied
product according to drawings or models, we provided or otherequivalent descriptions or directives, and the Supplier does notknoworwasnotabletoknowthatpropertyrightsweretherebybeingviolated.
15. Samples, Drawings, Supplies, Manufacturing Equipment
and Confidentiality
15.1 Samples, drawings, documents of all kinds that we provide
to the Supplier, parts that have been made according to our drawings or with our tools or copies of our tools, may not be madeavailable, offered, or supplied to third parties. We reserve all rights
to our know-how, copyrights or other industrial property rights. If
these are not provided to us by third parties, this reservation ofright also applies for the benefit of these third parties.
15.2 Materials or parts provided by us remain our property. They
may only be used in accordance with the regulations.
15.3 Processing materials and assembling parts are done for us.
There is mutual agreement thatweareco-ownersoftheproductsmanufacturedusingthematerialsandpartsweprovided
based on the relationship of the value provided to the value of theentire product.
15.4 Manufacturing equipment that we provide to the Supplier orthat the Supplier manufactured based on our order may only beused with our prior written approval for deliveries to third parties.
15.5 The Supplier shall handle tools that we own and provide to
the Supplier carefully and store them separately from other objects that do not belong to us. Our property is to be made recognizable on the objects themselves and in the account books of theSupplier. Following termination of the business relationship, theSupplier must release the tools immediately to us upon request.

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Terms and Conditions of Purchaseof Würth Elektronik eiSos GmbH & Co. KG,Würth Elektronik iBE GmbH andErwin Büchele GmbH & Co. KG

16. Unauthorized Use of Our Brand Name, Contractual Penalty
If the Supplier has taken back goods that bear our brand name or
the Würth and accordingly Würth Elektronik Logo due to additional
performance or unauthorized over delivery, the Supplier may notsell them to third parties. For each case of violation, the Suppliermust pay a contractual penalty that is twice the value of thegoods, but at least EUR 2,500.00 for every item sold without authorization.

19.2 We may not be supplied with any products or provide any
services that are subject to applicable sanctions.
The order is placed under the condition that no goods originatingin Russia or Belarus are delivered or that no goods to be delivered
were exported from Russia. Iron and steel products manufactured
using goods of Russian origin may not be supplied. The Suppliermust be able to provide proof of the country of origin of the primary products.

17. Force Majeure
Force majeure, labor disputes, interruption of operations, unrest,
governmental actions and other circumstances beyond the control of the contractual parties authorize us – regardless of ourother rights – to withdraw from the Agreement partly or entirely
if these circumstances continue for a period of more than threemonths. This also applies if these events occur at a time at which
the affected contractual partner is in default. The contractual partners will nonetheless immediately attempt to obtain the necessary information within reason and to adjust in good faith theirobligations to the changed conditions.

All orders for goods placed by us shall be made subject to the Supplier's compliance with the aforementioned delivery restrictions.

18. Trade Secret
The Supplier shall treat our purchase orders and all related business and technical details as trade secrets. In particular, after processing a purchase order the Supplier must maintain confidentiality with respect to knowledge acquired from us here about manufacturing procedures and may not use it for the Supplier‘s own
manufacturing processes or for deliveries to our competitors. Wereserve all rights for innovations that originated with us, regardless if they are of a technical or creative nature, in particular incases where copyright issues arise as well as patentable innovations or utilitymodels.
19. Export Control and Customs
19.1 The Supplier is obliged to inform us in writing as early as possible before the delivery date about any obligations to obtain approval for its goods in accordance with the applicable German, European (EU), US American export, customs, and foreign trade law
as well as the export, customs and foreign trade law of the countryof origin of its goods.
For this purpose, the Supplier shall provide the following information and data:- the list numbers of the EU Dual Use Regulation and the numbersof the export list of the German Foreign Trade and Payments Regulation or comparable list items of relevant export lists;- the "Export Control Classification Number" according to the "U.S.
Commerce Control List" (ECCN), if the goods are subject to the"U.S. Export Administration Regulations" (EAR);- the ITAR number according to the United States Munitions List(USML), if the goods are subject to this list;- the commodity code (HS-/KN-Code);- the country of origin (commercial/non-preferential origin);- (long-term) Supplier's declarations of preferential origin (for EUsuppliers) or certificates of preferences (for non-EU suppliers);- all other information and data that we require for export and import and, in the case of resale, for re-export of the goods.

19.3 The Supplier is obliged to inform us immediately of any
changes to the above information and data in writing.
19.4 The Supplier confirms that it is not owned or controlled (directly or indirectly) by any natural person or entity subject to applicable sanctions.
19.5 If the Supplier violates its obligations under paragraphs 1 and2, it shall bear all expenses and damages as well as other disadvantages (e.g. additional demands for foreign import duties, fines)
incurred by us incurs as a result of this. This shall not apply if theSupplier is not responsible for the breach of duty.
20. Final Provisions
20.1 Place of performance for deliveries and payments is the place
where the goods are delivered according to the Agreement.
20.2 The Agreement is subject to German law under exclusion ofthe United Nations Convention for the International Sale of Goods(UN Sales Convention, CISG).
20.3 Exclusive place of jurisdiction for all disputes arising directly
or indirectly from this Agreement is the court with jurisdiction forour headquarters. We are also entitled to file action against theSupplier at our own option at the Supplier‘s headquarters, branchor at the place of performance.
20.4 If present terms of purchase should become legally ineffective in certain parts, the effective- ness of the remaining terms
and conditions shall not be prejudiced.
These Terms and Conditions of Purchase are valid for the following companies:
Würth Elektronik eiSos GmbH & Co. KG
Max-Eyth-Straße 174638 Waldenburg
Germany
Würth Elektronik iBE GmbHGewerbepark 894136 Thyrnau
Germany
Erwin Büchele GmbH & Co. KG
Hauptstraße 673730 Esslingen am Neckar
Germany

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