General Terms and Conditions ofWurth Electronics New Zealand Limited- As of: June 2023 -1. Application

To the extent permitted by law, they do not constitute an agreement

1.1 These General Terms and Conditions (hereinafter "Conditions")

on, or guarantee of, the corresponding quality of the goods.

shall apply to all deliveries and services of Wurth Electronics New
Zealand Limited (hereinafter "Wurth Electronics") even if they are notreferred to in subsequent contracts. Any terms and conditions of thecustomer that conflict with, supplement, or deviate from these
Conditions shall, to the extent permitted by law, not become part ofthe contract 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

2.3 Wurth Electronics reserves all proprietary rights and copyrights inany offer documents. Such documents may not be made available toany third party.
2.4. The customer cannot withdraw their order for two weeks. Unlessotherwise agreed, an order shall become a binding contract once it
has been confirmed by Wurth Electronics in writing. An orderconfirmation generated with the help of automatic systems, which

deviating terms and conditions.

lacks signature and name reproduction, shall be deemed to be in

1.2 Agreements which supplement or deviate from these Conditions

mistakes or miscalculations, it shall not be binding for Wurthand which are made between the customer and Wurth Electronics forthe performance of a contract must be set out in writing in thecontract. This also applies to the cancellation of this requirement of
the written form.
1.3 Any rights beyond these Conditions to which Wurth Electronics iswriting. If the order confirmation contains obvious errors, spelling
Electronics. In case no written order confirmation is issued, Wurth
Electronics may accept orders by making delivery or providing theservices.
2.5 Unless otherwise expressly agreed in writing, the purpose of thecontract shall be limited, to the extent permitted by Consumer Law,

entitled by law shall remain unaffected.

to the delivery of goods that comply with the quality owed. Unless

1.4 The following definitions apply unless the context requires

shall be conclusively agreed in the Datasheet and/or other

otherwise:accompanying technical documents of Wurth Electronics. In(a) “Consumer Law” means Fair Trading Act 1986, Consumer

particular, to the extent permitted by Consumer Law, there shall be

Guarantees Act 1993 and any other legislation in relation to theno warranty or guarantee that the goods are suitable for normal use

protection of consumers (including parts of the Contract andand/or that they have a quality which is usual for goods of the same

Commercial Law Act 2017)

type and which the customer can expect taking into account (i) the(b) "customer" means the person or other entity that purchases

type of goods and (ii) public statements made by Wurth Electronics orgoods or services from Wurth Electronics under a contract arising in

on behalf of Wurth Electronics or by another person in preceding links

accordance with clause 2 of these Conditions.

of the contractual chain, in particular in advertising or on the label.

(c) "force majeure” means any cause, event or circumstance which is

Also, to the extent permitted by Consumer Law, the goods do notbeyond the reasonable control of the party claiming force majeure,

have to correspond to the condition of a sample or model provided by

but excluding a lack of funds for any reason.

Wurth Electronics to the customer prior to the conclusion of the(d) "GST Law" means Goods and Services Tax Act 1985 (NZ), andcontract.

terms used which are not defined in these Conditions, but which aredefined in the GST Law, have the meanings given in the GST Law.

expressly agreed otherwise in writing, the owed quality of the goods

2.6 Executing orders according to the documents to be provided by(e) “PPSA” means the Personal Property Securities Act 1999.

the customer shall require written approval by Wurth Electronics.

2. Offer and formation of contract

2.7 Contracts that are concluded shall oblige the customer to accept

2.1 Offers from Wurth Electronics shall be subject to change and nonbinding, 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 be binding.

and pay for the goods or services ordered.
3. Prices, payment, set-off
3.1 The price stated in the order confirmation shall apply. In theabsence of an individual agreement, not included in the price shall be
any ancillary costs, such as packaging, customs, public levies, VAT,
freight and/or insurance. All additional costs incurred in New Zealand

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General Terms and Conditions ofWurth Electronics New Zealand Limited- As of: June 2023 -and, if applicable, abroad in connection with the delivery shall beElectronics’ New Zealand bank for commercial overdraft facilities. The

borne by the customer. If the buyer does not receive an orderright to assert a further claim for damages is not excluded.

confirmation or if the order confirmation does not contain any priceinformation, the price agreed between the parties shall apply. GST

3.6 Wurth Electronics shall be entitled to credit payments made by theshall be stated separately in the invoice at the statutory rate

customer towards the customer's oldest debt first. If costs andapplicable on the day the invoice is issued.

interest have already accrued, Wurth Electronics shall be entitled tocredit the payment towards the costs first, then towards interest, and

3.2 If a factor relevant for pricing, such as wages, energy costs and/or

finally towards the principal claim.

costs for raw materials, increases or decreases by more than 5% forservices that are not rendered within a period of four months after

3.7 Counterclaims of the customer may only be set off or used toconclusion of the contract, Wurth Electronics reserves the right toassert a right of retention by the customer if they have become final

adjust the prices by the amount by which the acquisition or

by virtue of a judgment or if they are undisputed. To the extent

manufacturing costs of the delivery items have increased or

permitted by law, a right to retain may be asserted by the customer

decreased. If use is made of this price adjustment clause, Wurth

only if the customer’s counterclaim is based on the same contractual

Electronics shall be obliged to provide evidence of the additional costs

relationship.

incurred at the customer's request. If Wurth Electronics has agreed
with the customer that the prices shall depend on specific price

4. Deliveries

factors, for example, raw material prices, changes in the price factors

4.1 The order confirmation shall be decisive for the scope of

can lead to price adjustments, irrespective of the performance period.

performance. Changes to the scope of performance shall require thewritten confirmation of Wurth Electronics in order to be effective.

3.3. Unless otherwise agreed in writing, payment shall be made net
within 30 days after the date of the invoice. Wurth Electronics shall,

4.3 An agreed delivery period begins with the conclusion of the

however, be entitled to make the execution of outstanding deliveries

contract. Delivery periods and dates shall only be binding for Wurthor the provision of services contingent upon pre-payment or theElectronics if Wurth Electronics explicitly states or confirms that they

provision of security if no previous business relationship exists withare binding. Agreed delivery periods shall be deemed met if the goods

the customer, deliveries are to be made outside New Zealand, thehave been handed over to the person in charge of the transport at

customer's registered office is outside New Zealand or if there are any

Wurth Electronics' registered office or at one of Wurth Electronics'

other reasons that give Wurth Electronics reason to doubt thatwarehouses before this period has expired or if Wurth Electronics has

payment will be made promptly after delivery or provision of theprovided notification that they are ready for dispatch but have not left

services.

the registered office or warehouse because the customer has
declared that it will not accept the goods.

3.4 If after the contract has been entered into Wurth Electronics
becomes aware of circumstances that could considerably reduce the

4.4 If making the agreed deliveries or providing the services of Wurthcustomer's creditworthiness and which could endanger the payment

Electronics requires the cooperation of the customer, the customerof outstanding receivables of Wurth Electronics by the customer

shall ensure that Wurth Electronics is provided with all the necessary

under the individual contract, Wurth Electronics shall be entitled toand appropriate information and data within good time and that such

refuse to continue to execute the contract until the customer makes

is of the required quality. If programming is required, the customer

payment or provides security for such. This shall accordingly apply ifshall provide Wurth Electronics with the necessary computerthe customer refuses to pay or does not pay outstanding claims andprocessing power, test data and data inputting capacities within good

there are no undisputed or legally established objections against thetime and to a sufficient extent. If the customer's cooperation isclaims of Wurth Electronics.

delayed, Wurth Electronics shall, to the extent permitted by law, notbe responsible for any resulting delays in delivery.

3.5 Payment shall be deemed made on the date on which Wurth
Electronics receives cleared funds of the amount owed.. In the event

4.5 The delivery period shall not start before all the documents,

of default of payment, the customer shall pay default interest at the

information, approvals and permits that are to be provided by therate of 9 percentage points above the rate charged by Wurthcustomer have been provided in full and any technical issues havebeen clarified and any agreed down-payment has been received. As a

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General Terms and Conditions ofWurth Electronics New Zealand Limited- As of: June 2023 -prerequisite for compliance with the delivery period or the delivery

obligations to be performed include delivering software, up until

date, the customer must perform its other obligations properly and inpayment in full has been made of any receivables, the customer shalldue time. Compliance with the agreed delivery deadlines and delivery

in any case only be granted a revocable usage right. These receivables

dates is subject to the condition that Wurth Electronics is supplied byalso include claims under bills of exchange, as well as current-accountits own suppliers in due time and properly. Any changes orclaims.

amendments that are subsequently agreed with Wurth Electronics
may result in a reasonable extension of the agreed delivery dates.

6.2 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,

4.6 Wurth Electronics shall be entitled to make reasonable partthe customer is obliged to sufficiently insure the goods at thedeliveries and provide partial services. Unless otherwise expressly

customer’s own expense against damage by fire, water, and theft at

agreed, deliveries and services ahead of schedule shall be allowed.

their replacement value. The customer hereby assigns to Wurth
Electronics all claims for compensation arising from such insurance.

4.7 If the customer is in default of acceptance or violates other duties

Wurth Electronics hereby accepts the assignment. If an assignment is

to cooperate, Wurth Electronics can claim compensation for the

not allowed, the customer hereby irrevocably instructs its insurer todamage caused including any additional expenditure and storage

make payments, if any, only to Wurth Electronics. This does not affectcosts. Any other claims remain unaffected. Wurth Electronics shall be

any further claims of Wurth Electronics. Upon request, the customer

entitled, after setting a reasonable subsequent deadline, to otherwise

must provide Wurth Electronics with evidence of the conclusion of thedispose of the goods and to supply the customer with new goods

insurance policy.

within a reasonable extended deadline.
6.3 The customer shall only be allowed to sell the goods which are
5. Passing of risk/dispatch

subject to retention of title in the ordinary course of business. The

5.1 Unless expressly agreed otherwise, the risk of accidental loss orcustomer shall not be entitled to pledge the goods which are subject

accidental deterioration of the delivery items shall pass to theto retention of title, to transfer them by way of security or to makecustomer as soon as the delivery items have been handed over to theany other dispositions which may jeopardize Wurth Electronics'

carrier or have left our warehouse for the purpose of shipment. Thisownership. In the event of attachments or other encroachments byshall also apply to partial deliveries or if it has been agreed that thethird parties, the customer must notify Wurth Electronics without

dispatch is “freight paid” or free of charge. In the absence of written

undue delay in writing and provide all the information required, advise

instructions from the customer, Wurth Electronics shall be entitled tothe third party of Wurth Electronics’ property rights and assist withchoose the carrier and the itinerary at its own discretion and after athe measures taken by Wurth Electronics to protect the goods which

due assessment of the circumstances. At the request and expense ofare subject to retention of title. The customer shall bear any costs forthe customer, Wurth Electronics shall take out transport insurance towhich it is responsible and which are necessary for the removal of theinsure the goods against the risks specified by the customer.

encroachment and the recovery of the goods, if and to the extent thatthese costs cannot be obtained from the third party.

5.2 If there is a delay in handing over or dispatch for reasons for which
the customer is responsible, the risk shall pass to the customer on the

6.4 The customer hereby assigns to Wurth Electronics all receivables

day the goods are ready to be dispatched and Wurth Electronics

arising from the resale of the goods, including all ancillary rights,

informs the customer of such.

irrespective of whether the goods which are subject to retention of
title are resold without or after further processing. Wurth Electronics

5.3 If Wurth Electronics chooses the type of dispatch, the dispatch

hereby accepts this assignment. In the event that such assignment isroute and/or the person to carry out the dispatch, Wurth Electronics

not allowed, the customer hereby irrevocably instructs the third party

shall only be liable for wilful misconduct or gross negligence resulting

debtor to make payments, if any, only to Wurth Electronics. The

from this choice.

customer has the authority, which may be revoked at any time, to

6. Retention of title

collect the receivables assigned to Wurth Electronics as a trustee on
behalf of Wurth Electronics. All amounts collected must be remitted

6.1 The goods supplied remain the property of Wurth Electronics until

to Wurth Electronics immediately. Wurth Electronics may revoke theall receivables owed to Wurth Electronics by the customer as a result

customer’s authority to collect receivables and its right to resell theof the business relationship have been fully paid. If Wurth Electronics'

goods if the customer fails to properly perform its payment

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General Terms and Conditions ofWurth Electronics New Zealand Limited- As of: June 2023 -obligations to Wurth Electronics, if the customer is in default of

be assessed on the basis of their invoice value and receivables shallpayment or stops payment, or if the creditworthiness or financial

be assessed on the basis of their nominal value.

position of the customer deteriorates, they cease any other businessactivity essential for the contractual performance or if they becomes

6.8 In the event that goods are delivered to destinations with otherincapable for other reasons to fulfil the contractual duties. Any resale

legal systems in which the retention of title pursuant to clauses 6.1of these receivables is subject to prior approval by Wurth Electronics.

to 6.7 above does not offer the same degree of protection as in New

The customer’s authority to collect shall expire with the notification

Zealand, the customer hereby grants Wurth Electronics theof the assignment to the third-party debtor. In the event of aequivalent security interest. If the creation of this security interest

revocation of the authority to collect, Wurth Electronics may request

requires further declarations or actions, the customer shall makethat the customer disclose all receivables assigned, as well as thethese declarations and perform these actions. The customer shallrespective debtors' names, provide all information necessary forassist with all measures required for, and conducive to, the validity

collection, provide the related documents and inform the debtors ofand enforceability of such security interests.

the assignment.

6.9 For the avoidance of doubt, the interest of Wurth Electronics in

6.5 In the event of default of payment on the part of the customer,

the goods supplied by the Wurth Electronics to the customer in

Wurth Electronics shall be entitled to rescind the contract withoutaccordance with these terms constitutes a ‘purchase money security

prejudice to its other rights. The customer must immediately grantinterest’ pursuant to the PPSA.

Wurth Electronics, or any third party commissioned by Wurth
Electronics, access to the goods that are subject to retention of title,
surrender such goods and inform Wurth Electronics where thesegoods are located. After a timely warning to such effect, Wurth
Electronics may otherwise dispose of the goods that are subject toretention of title for the purpose of satisfying its due claims against

6.10 The customer will do everything reasonably required of it by
Wurth Electronics to enable Wurth Electronics to register its security
interest with the priority Wurth Electronics requires and to maintainthose registrations including:(a) signing any documents and/or providing any information which

the customer.

Wurth Electronics may reasonably require to register a financing

6.6 Any processing or alterations made by the customer to the goods

interest; or

which are subject to retention of title shall always be deemed made(b) correcting a defect in a statement referred to in clause 6.10 (a).

on behalf of Wurth Electronics. The customer’s right to acquireownership of the goods which are subject to retention of title
continues to exist as a right to acquire ownership of the processed oraltered item. If the goods are processed, combined or mixed withother goods that are not owned by Wurth Electronics, Wurth
Electronics shall acquire a co-ownership interest in the new item thatis equal to the ratio of the value of the goods supplied to the value ofthe other items processed at the time of processing. The customer
shall store the new items on behalf of Wurth Electronics. In all otherrespects, the item created through processing or alteration shall begoverned by the same provisions as the goods that are subject toretention of title.
6.7 If requested by the customer, Wurth Electronics shall be obliged
to surrender the security interests to which Wurth Electronics isentitled to the extent that the realizable value of these security
interests exceeds Wurth Electronics’ receivables arising from thebusiness relationship with the customer by more than 10% upondeduction of the mark-downs customary in the banking business. For
valuation purposes, goods that are subject to retention of title shallstatement or a financing change statement in relation to a security

6.11 The customer will not enter into any security agreement that
permits any other person to register any security interest in respectof the goods which are subject to retention of title or the proceeds ofthose goods.
6.12 The customer waives any right it may have under the PPSA toreceive from Wurth Electronics a copy of any verification statement
or financing change statement that is registered, issued or received
at any time in relation to these Conditions.
6.13 The customer will not change its name without giving Wurth
Electronics at least 5 (five) days prior notice of what its new name willbe.
6.14 If the customer defaults in the timely performance of any
obligation owed to Wurth Electronics, Wurth Electronics may enforce
its security interest in any goods which are subject to retention of title
or the proceeds of the goods by exercising all or any of its rights under
any order and these Conditions, the general law and/or the PPSA.

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General Terms and Conditions ofWurth Electronics New Zealand Limited- As of: June 2023 -6.15 To the extent that Part 9 of the PPSA applies to any security

and Consumer Guarantees Act 1993) the parties agree andinterest created under these Conditions, the customer agrees that

acknowledge:

sections 114(1)(a), 133 and 134 of the PPSA will not apply on the(a) the products are supplied by the Wurth Electronics and acquired byenforcement by Wurth Electronics of its rights in respect of any

the customer in trade within the meaning of the Fair Trading Act 1986

security interest created or provided for by this Agreement. The

and the Consumer Guarantees Act 1993;

customer also waives any rights it may have under sections 116,(b) the goods and/or services supplied will be acquired by the120(2), 121, 125, 126, 127, 129 and 131 of the PPSA on suchcustomer solely for its business purposes;

enforcement.

(c) the Consumer Guarantees Act 1993 and sections 9, 12A and 13 of
the Fair Trading Act 1986 will not apply to these Conditions or as

6.16 Wurth Electronics’ rights under clauses 6.9 to 6.15 are

between the parties, any order or acceptance, or any products

cumulative and not in substitution for any other rights that Wurth

supplied by Wurth Electronics;

Electronics may have in the event of default by the customer.

(d) the implied warranties and conditions contained in the provisions

6.17 The expressions “security interest”, “verification statement” and(e) it is fair and reasonable to exclude the application of those statutes“financing change statement” have the meanings given to them underor in the context of the PPSA.
7. Claims for quality defects and liability
7.1 Wurth Electronics shall manufacture its products according to thestate of the art in technology applicable at time of entering into thecontract. Liability for material defects and defects of title shall, to theextent permitted by applicable law, be based exclusively on the qualityof Part 3 of the Contract and Commercial Law Act 2017 will not apply;and provisions and(f) for the purposes of this clause, the customer acknowledges that it
had a reasonable opportunity to review these Conditions, discuss itwith Wurth Electronics and receive advice from its legal advisor.
7.5 Wurth Electronics does not undertake that repair facilities andparts will be available for the goods in New Zealand.

owed as conclusively agreed in the Datasheet and/or other7.6 Nothing in these Conditions excludes, restricts, or modifies, or isaccompanying technical documents, unless otherwise specified

intended to exclude, restrict, or modify, any guarantee, condition,

between the parties.

warranty, right or liability implied by law (including any guarantee,

7.2 The goods sold by Wurth Electronics have been designed andmanufactured for use in general electronic equipment, in accordancewith the Datasheet. The customer needs the written approval of

condition, right or liability imposed under the Fair Trading Act 1986
and the Consumer Guarantees Act 1993) to the extent it cannot
lawfully be excluded, restricted or modified..

Wurth Electronics before incorporating the goods into any equipment

7.7 The customer must inspect and give notice of defects in thein fields such as, but not limited to, military, aerospace, aviation,delivered goods upon receipt and notify Wurth Electronics without

nuclear control, submarine, transportation (automotive control, train

undue delay and in writing upon receipt of the goods of any obvious

control, ship control), transportation signal, disaster prevention,

defects and defects that could be identified during such inspection.

medical or for any other purposes where higher safety and reliability

The customer shall inform Wurth Electronics in writing of any hidden

are especially required or if there is the possibility of severe damage

defects without undue delay after they have been discovered. Theor personal injury. The responsibility for the applicability and use in a

notification shall be deemed without undue delay if made within two

particular customer design is, to the extent permitted by law, always

weeks after delivery for obvious defects and defects that could besolely within the responsibility of the customer.

identified during a proper inspection or after discovery in the event of

7.3 To the fullest extent permitted by law no warranty or condition
shall be implied against Wurth Electronics by statute, common law orotherwise and no representation or express condition or warranty
shall be binding by Wurth Electronics unless it is in writing and signed
on behalf of Wurth Electronics.
7.4 Notwithstanding anything else in these Conditions and if theparties are ‘in trade’ (within the meaning of the Fair Trading Act 1984

hidden defects; to meet the deadline, the dispatch of the notificationor complaint shall suffice. If the customer fails to carry out a proper
inspection and/or notification of the defects, Wurth Electronics shall,to the extent permitted by law, not be liable for the defect. Whenreporting defects to Wurth Electronics, the customer must supply adetailed description of the defects in writing.
7.8 Unless otherwise agreed, the customer shall initially deliver the
goods at its own expense to Wurth Electronics so that the defects canPage 5 of 8

General Terms and Conditions ofWurth Electronics New Zealand Limited- As of: June 2023 -be examined. The expenses that are required for the inspection andupdates exclusively for the duration and to the extent as set out in thesubsequent performance, in particular transportation, travel, labour

Datasheet and/or other accompanying technical documents of Wurthand material costs shall,to the extent permitted by law, only be borne

Electronics or otherwise agreed with the customer in writing.

by Wurth Electronics if it is determined during the inspection that adefect actually exists and provided these expenses are not increased

7.14 Wurth Electronics shall not be liable for damage for which it isdue to the fact that the customer took the goods to a different

not responsible, in particular, it shall not be liable for damage that is

location than the original delivery address. Personnel and materialcaused by improper usage or handling of the products. The customer

costs claimed by the customer in this connection shall be charged on

is obliged to comply with the operational, storage and/or

the basis of net costs. The reimbursement of the costs for removal

maintenance recommendations provided by Wurth Electronics or theand installation in the context of supplementary performance

manufacturer, to only make authorised changes, replace spare parts

regardless of fault is, to the extent permitted by law, excluded.

professionally and use the consumables that have the necessary
specifications. Where applicable the customer shall, both before and

7.9 To the extent permitted by law, if the goods are defective or there

also regularly after the deliveries have been made or the services haveis a failure to comply with Consumer Law (to the extent the parties

been provided by Wurth Electronics, perform backups to its computer

cannot contract out of Consumer Law as set out in these Conditions)systems at sufficiently regular intervals. Wurth Electronics shall, the liability of Wurth Electronics shall be limited to remedying theassume no liability for damage which is caused by or can be attributed

defect or delivering replacement goods that are free from defects.

to a breach of the aforesaid obligations of the customer.

7.10 If Wurth Electronics is not prepared or is not in a position to carryout subsequent performance after a reasonable deadline has expired,the customer can choose to rescind the agreement or reduce thepurchase price. The same shall apply if the subsequent performancefails, if it is unacceptable to the customer or if a reasonable deadline
is exceeded due to reasons for which Wurth Electronics is responsible.
7.11 To the extent permitted by law, the customer shall have no rightto rescind the contract if the customer is unable to return the goods
received and this is not due to the fact that it is impossible to return
such due to their nature, if Wurth Electronics is responsible for suchor if the defect did not become apparent until after the goods were
processed or altered. The right to rescind the contract shallfurthermore, to the extent permitted by law, not exist if Wurth
Electronics is not responsible for the defect and if instead of thereceived goods or services being returned by the customer, Wurth
Electronics has to pay compensation for lost value.
7.12 Claims for defects shall not be valid with respect to defects thatare due to natural wear and tear, to improper handling by thecustomer 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 tothe customer or which arise as a result of technical reasons other thanthe original defect. The customer shall, in particular, comply with theoperational, storage and/or maintenance recommendations provided
by Wurth Electronics or the manufacturer. 7.13 In case the goods are
digital products or goods with digital elements, Wurth Electronics
shall furthermore be liable to the customer for the provision of

7.15 Subject to Consumer Law, the limitation period for claims fordefects of the customer shall be one year, unless the defective goodhas been used in its customary manner for a building and this hascaused a defect to the 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 thegoods. This shall not affect the liability of Wurth Electronics fordamage resulting from a breach of guarantee not excluded by these
Conditions or from death, bodily injury or damage to health, for wilful
misconduct and gross negligence, and product defects as set out inclause 7.6. If Wurth Electronics makes a statement with regard to aclaim for defects asserted by the customer, this shall not be deemedas the start of negotiations with regard to the claim or thecircumstances on which the claim is based, provided the claim fordefects is fully rejected by Wurth Electronics.
8. Intellectual property and usage rights relating to software andother 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, in particular,
copyrights, industrial property rights such as, patents, trademarks
and registered designs, shall remain the property of Wurth
Electronics 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 thecustomer.
8.2 If Wurth Electronics uses the customer's software, Würth
Elektronik shall only use such software for the contractually agreed

Page 6 of 8

General Terms and Conditions ofWurth Electronics New Zealand Limited- As of: June 2023 -purpose. If Wurth Electronics requires the source codes for theclaims and claims for reimbursement of expenses resulting from thesoftware to make contractually agreed changes or remedy defects,

defence, provided these can be attributed to the fault of Wurththe customer shall provide Wurth Electronics with such free of charge

Electronics. In the event that Wurth Electronics does not deal with thefor use.

defence, the customer shall be entitled to defend itself at its own
discretion. If existing third party claims cannot be attributed to the

8.3 The customer shall only receive a simple right of use to thefault of Wurth Electronics, the customer shall not be entitled to assert

software and other protected products to such extent as is required

claims against Wurth Electronics.

for the purpose of the contract, unless otherwise provided in thecontract, in particular, the applicable licencing terms of the software

8.7 Wurth Electronics shall also be entitled with regard to title defects

or an individual licence agreement, or by mandatory statutory law.

relating to software to attempt subsequent performance, if Wurth

With regard to software provided by Wurth Electronics, unless

Electronics so chooses. In all other respects, the statutory provisions

expressly permitted under the contract or by law, the customer shallfor warranty obligations for title defects with regard to software shallin particular be forbidden from reproducing, distributing, disclosing,

apply irrespective of whether Wurth Electronics is dealing with thechanging, translating, extending, making other modifications to

defence against third party claims under clause 8.6 of these

and/or decompiling such.

Conditions, however, with the following exceptions: (i) for therecovery of data, Wurth Electronics shall only be liable insofar as the

8.4 For backup purposes, the customer may create the necessary

loss of data would also have occurred if the customer had carried out

backup copies of the software, provided the individual licencethe usual backups; (ii) clause 7.3 of these Conditions applies

agreement does not contain provisions to the contrary. Backup copies

accordingly.

on moveable data carriers shall be marked as such and shall beendorsed with the copyright notice of the original data carrier.
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 which conflicts
with the right of use granted to the customer, the customer shallinform Wurth Electronics without undue delay in writing. The
notification shall also include information as to whether the customer
has changed the software or the product or combined such with othersoftware and whether this, from the customer's perspective, could
justify the third party's claim. If so requested by Wurth Electronics,
the customer shall allow Wurth Electronics to handle the defence
against these claims and, to the extent permissible and possible, shallallow Wurth Electronics to represent the customer or shall conduct
the defence itself as instructed by Wurth Electronics. Up until
receiving notification as to whether Wurth Electronics will deal with

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 Wurth Electronics
harmless from and against any product liability claims of third parties
to the extent 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 be obliged
to bear the costs of the product recall or product warning, provided
the customer is responsible for the product defect and the damage
sustained. This does not affect any further claims of Wurth
Electronics.

the defence, the customer shall not acknowledge or enter into a

9.3 The customer shall inform Wurth Electronics without undue delay

settlement agreement regarding the alleged claims of the third party

in writing of any risks in the use of the goods and any possible productwithout the express approval of Wurth Electronics. If Wurthdefects of which the customer becomes aware.

Electronics deals with the defence, this obligation shall continue toapply. In addition, the customer shall support Wurth Electronics in its

10. Force majeure

defence, if this is required for an appropriate defence. In return, Wurth
Electronics shall indemnify and hold the customer harmless against

10.1 If Wurth Electronics is prevented by force majeure fromany necessary external costs and any third party compensation

performing its contractual obligations, in particular from delivering

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General Terms and Conditions ofWurth Electronics New Zealand Limited- As of: June 2023 -the goods, Wurth Electronics shall be released from its obligation to

11.4 The Customer consents to the transfer of information

perform for the duration of the impediment and for a reasonable

concerning the Customer, or otherwise provided to Wurth

start-up period without being liable to the customer for damages. The

Electronics, to related companies of Wurth Electronics for purposessame shall apply if the performance of its obligations by Wurthdescribed in the Privacy Policy.

Electronics becomes unreasonably complicated or temporarily
impossible because of unforeseeable circumstances for which Wurth

12. Final provisions

Electronics is not responsible, in particular, because of industrial

12.1 Any rights and obligations of the customer may only be assigned

action, Pandemics and Epidemics, official acts, in particularor transferred to a third party with the written consent of Würthquarantine orders, energy shortages, delivery problems on the part of

Elektronik.

suppliers, or major disruptions of operations.
12.2 The legal relations between the customer and Wurth Electronics
10.2 Wurth Electronics shall have the right to rescind the contract ifshall be governed by the laws of the New Zealand, without regard tosuch an impediment continues for more than three months and if, as

the United Nations Convention on Contracts for the International Salea result of such impediment, the performance of the contract is noof Goods (CISG).

longer of interest to Wurth Electronics. At the request of thecustomer, Wurth Electronics shall declare after the expiry of the

12.3 Exclusive place of jurisdiction for all disputes arising from theaforesaid three month period whether it intends to make use of its

business relationship between Wurth Electronics and the customer

right to rescind the contract or whether it intends to deliver the goods

shall be the registered office of Wurth Electronics. Wurth Electronics

within a reasonable period of time.

may in addition sue the customer at the latter’s registered office, as
well as at any other permissible place of jurisdiction.

11. Confidentiality and Privacy
11.1 The customer shall be obliged for an unlimited period of time tomaintain the confidentiality of any and all information received
through Wurth Electronics which is stated to be confidential or which
due to other circumstances can be identified as a trade or businesssecret; the customer may neither record nor disclose or use any suchinformation. 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 oftime from any use, disclosure and unauthorised recording of such

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 is incomplete,
this shall not affect the validity of the remaining provisions hereof. In
lieu of the invalid or impracticable provision, such valid andimpracticable provision shall be deemed agreed as comes closest to

trade and business secrets for their own purposes.

the purpose of the invalid or impracticable provision. In the event that

11.2 From time to time, Wurth Electronics may collect and use

as corresponds to what would have been agreed according to thethis agreement is incomplete, such provision shall be deemed agreed

personal information concerning the Customer (if a natural person) or
its directors or shareholders for purposes as set out in Wurth
Electronics’

Privacy

Policyavailableathttps://www.we-

online.com/en/company as updated from time to time (Privacy
Policy). Wurth Electronics is subject to the privacy principles set out
in the Privacy Act 2020 (Privacy Act) and the Privacy Policy and shallabide by those principles and the Privacy Policy in relation to any
personal information sought or collected in relation to the Customer.
11.3 The Customer authorises Wurth Electronics to collect, use anddisclose the Customer’s (if a natural person or persons), its directors’

purpose of this agreement if the contracting parties had considered
the matter from the outset.
13. 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 in transportation.
We pay close attention to ecological alternatives as concerns theselection of sources of energy and raw materials and pursue a
consistent policy of waste reduction and product recycling.

and shareholders’ (if applicable) personal information as set out in the
Privacy Policy.

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