General Terms and Conditionsof Würth Elektronik GmbH & Co. KG and
Würth Elektronik CBT International GmbH

Version: July 2024
1. Application
1.1 These General Terms and Conditions (hereinafter „Condi-

not be binding for Würth Elektronik. In case no written order con-tions“) shall apply to all deliveries and services of Würthfirmation is issued, Würth Elektronik may accept orders by mak-Elektronik GmbH & Co. KG and Würth Elektronik CBT Interna-

ing delivery or providing the services.

tional GmbH (hereinafter collectively „Würth Elektronik“) even if
they are not referred to in subsequent contracts. These Conditions apply exclusively. Any terms and conditions of the customerthat conflict with, supplement, or deviate from these Conditions
shall not become part of the contract unless their application isexpressly approved by Würth Elektronik in writing. These Conditions shall apply even if Würth Elektronik accepts a delivery orservice from the customer without reservations whilst being
aware of the customer‘s conflicting or deviating terms and con-

2.5 Unless otherwise expressly agreed in writing, the purpose of
the contract pursuant to Section 434 (2) No. 2 of the German Civil
Code (BGB) shall be limited to the delivery of goods that comply
with the quality owed. Unless expressly agreed otherwise in writing, the owed quality of the goods shall be conclusively agreed in
the Datasheet and/ or other accompanying technical documentsof Würth Elektronik. Unless expressly agreed otherwise in writing, the goods do not have to comply with the objective require-ditions.

ments according to § 434 para. 3 BGB. In particular, it shall not be

1.2 Agreements which supplement or deviate from these Condi-

have a quality which is usual for goods of the same type andtions and which are made between the customer and Würthwhich the customer can expect taking into account (i) the type of

Elektronik for the performance of a contract must be set out ingoods and (ii) public statements made by Würth Elektronik or on

writing in the contract. This also applies to the cancellation of thisbehalf of Würth Elektronik or by another person in preceding links

requirement of the written form.

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

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
the goods in the documentation pertaining to the offer shall beapproximations only, unless they are expressly stated to be binding. They do not constitute an agreement on, or guarantee of, thecorresponding quality of the goods.
2.3 Würth Elektronik reserves all proprietary rights and copyrights in any offer documents. Such documents may not be madeavailable to any third party.
2.4. The customer is bound to his order for two weeks. Unlessotherwise agreed, an order shall become binding for Würth
Elektronik once it has been confirmed by Würth Elektronik in
writing. An order confirmation generated with the help of automatic systems, which lacks signature and name reproduction,
shall be deemed to be in writing. If the order confirmation contains obvious errors, spelling mistakes or miscalculations, it shallowed that the goods are suitable for normal use and/or that they

Also, the goods do not have to correspond to the condition of asample or model provided by Würth Elektronik to the customer
prior to the conclusion of the contract.
2.6 Executing orders according to the documents to be provided
by the customer shall require written approval by Würth
Elektronik.
2.7 Contracts that are concluded shall oblige the customer to accept and pay for the goods or services ordered. The customer isentitled to withdraw from the contract only if so agreed individually or if so permitted by statutory law.
3. Prices, payment, set-off
3.1 The price stated in the order confirmation shall apply. In theabsence of an individual agreement, the prices shall apply FCA in
accordance with Incoterms® 2020 (ex location or warehouse of
Würth Elektronik from where the goods are handed over to thecarrier) excluding any ancillary costs, e. g. packaging, freight
and/or insurance. All additional costs incurred in Germany and, if
applicable, abroad in connection with the delivery shall be borneby the customer. If the customer does not receive an order confirmation or if the order confirmation does not contain any priceinformation, the price agreed between the parties shall apply.
Statutory VAT shall be stated separately in the invoice at thestatutory rate applicable on the day the invoice is issued.

General Terms and Conditionsof Würth Elektronik GmbH & Co. KG and
Würth Elektronik CBT International GmbH

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

and interest have already accrued, Würth Elektronik shall be en-and/ or costs for raw materials, increases or decreases by more

titled to credit the payment towards the costs first, then towards

than 5 % for services that are not rendered within a period of fourinterest, and finally towards the principal claim.

months after conclusion of the contract, Würth Elektronik reserves the right to adjust the prices by the amount by which theacquisition or manufacturing costs of the delivery items have increased or decreased. If use is made of this price adjustment
clause, Würth Elektronik shall be obliged to provide evidence of
the additional costs incurred at the customer’s request. If Würth
Elektronik has agreed with the customer that the prices shall depend on specific price factors, for example, raw material prices,changes in the price factors can lead to price adjustments, irrespective of the performance period.
3.3. Unless otherwise agreed in writing, payment shall be madenet within 20 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 preayment
or the provision of security if no previous business relationshipexists with the customer, deliveries are to be made abroad, thecustomer’s registered office is abroad or if there are any otherreasons that give Würth Elektronik reason to doubt that payment
will be made 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 thecustomer makes payment or provides security for such. This shallaccordingly apply if the customer refuses to pay or does not pay
outstanding claims and there are no undisputed or legally established objections against the claims of Würth Elektronik.
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 theamount. Discount charges and other cheque costs shall be borneby the customer. In the event of default of payment, the customer shall pay default interest at the rate of 9 percentage points
above the base rate. The right to assert a further claim for damages is not excluded.
3.6 Würth Elektronik shall be entitled to credit payments madeby the customer towards the customer’s oldest debt first. If costs

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 The order confirmation shall be decisive for the scope of performance. Changes to the scope of performance shall require thewritten confirmation of Würth Elektronik in order to be effective.
4.2 Unless expressly agreed otherwise, delivery shall be FCA in
accordance with Incoterms®2020 (ex location or warehouse of
Würth Elektronik from where the goods are handed over to thecarrier).
4.3 An agreed delivery period begins with the conclusion of thecontract. Delivery periods and dates shall only be binding for
Würth Elektronik if Würth Elektronik explicitly states or confirmsthat they are binding. Any other dates are nonbinding informationon the delivery time. Agreed delivery periods shall be deemed
met if the goods have been handed over to the person in chargeof the transport at Würth Elektronik’s registered office or at oneof Würth Elektronik’s warehouses before this period has expiredor if Würth Elektronik has provided notification that they are
ready for dispatch but have not left the registered office or warehouse because the customer has not accepted the goods.
4.4 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
the necessary and appropriate information and data within goodtime and that such is of the required quality. If programming isrequired, the customer shall provide Würth Elektronik with thenecessary computer processing power, test data and data inputting capacities within good time and to a sufficient extent. If thecustomer’s cooperation is delayed, Würth Elektronik shall not be
responsible for any resulting delays in delivery.
4.5 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 downpayment has been received.
As a prerequisite for compliance with the delivery period or thedelivery date, the customer must perform its other obligations

General Terms and Conditionsof Würth Elektronik GmbH & Co. KG and
Würth Elektronik CBT International GmbH

properly and in due time. Compliance with the agreed delivery

5.3 If Würth Elektronik chooses the type of dispatch, the dispatch

deadlines and delivery dates is subject to the condition thatroute and/or the person to carry out the dispatch, Würth

Würth Elektronik is supplied by its own suppliers in due time andElektronik shall only be liable for wilful misconduct or gross neg-

properly. Any changes or amendments that are subsequently

ligence resulting from this choice.

agreed with Würth Elektronik may result in a reasonable extension of the agreed delivery dates.
4.6 Würth Elektronik shall be entitled to make reasonable partdeliveries and provide partial services. Unless otherwise expressly agreed, excess or short deliveries of up to 10% of the ordered quantity are customary in the manufacture of printed circuit board products for technical reasons and do not entitle tocomplaints or refusal of acceptance. The payment claim resulting
from the delivery quantity shall be reduced or increased accordingly. Unless otherwise expressly agreed, deliveries and services

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.

ahead of schedule shall be allowed.

6.2 The customer shall be obliged to handle all goods to which

4.7 If the customer is in default of acceptance or violates otherof a prudent businessman. In particular, the customer is obliged

duties to cooperate, Würth Elektronik can claim compensation forthe damage caused including any additional expenditure andstorage 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 Unless expressly agreed otherwise, delivery shall be FCA in
accordance with Incoterms® 2020 (ex location or warehouse of

title is retained, and as long as title is retained, with the diligenceto 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 makepayments, if any, only to Würth Elektronik. This does not affectany further claims of Würth Elektronik. Upon request, the customer must provide Würth Elektronik with evidence of the conclusion of the insurance policy.

Würth Elektronik from where the goods are handed over to the

6.3 The customer shall only be allowed to sell the goods which

carrier), i.e. the risk of accidental loss or accidental deterioration

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

of the delivery items shall pass to the customer as soon as the

The customer shall not be entitled to pledge the goods which aredelivery items have been handed over to the carrier or have leftsubject to retention of title, to transfer them by way of security

our warehouse for the purpose of shipment. This shall also apply

or to make any other dispositions which may jeopardize Würthto partial deliveries or if it has been agreed that the dispatch is

Elektronik’s ownership. In the event of attachments or other en-“freight paid” or free of charge. In the absence of written instruc-croachments by third parties, the customer must notify Würthtions from the customer, Würth Elektronik shall be entitled to

Elektronik without undue delay in textual form and provide all thechoose the carrier and the itinerary at its own discretion and after

information required, advise the third party of Würth Elektronik’s

a due assessment of the circumstances. At the request and ex-property rights and assist with the measures taken by Würthpense of the customer, Würth Elektronik shall take out transport

Elektronik to protect the goods which are subject to retention of

insurance to insure the goods against the risks specified by thetitle. The customer shall bear any costs for which it is responsible

customer.

and which are necessary for the removal of the encroachment

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 cus-and the recovery of the goods, if and to the extent that thesecosts cannot be obtained from the third party.

tomer on the day the goods are ready to be dispatched and Würth

6.4 The customer hereby assigns to Würth Elektronik all receiva-

Elektronik informs the customer of such.

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

General Terms and Conditionsof Würth Elektronik GmbH & Co. KG and
Würth Elektronik CBT International GmbHrights, irrespective of whether the goods which are subject to re-behalf of Würth Elektronik. In all other respects, the item createdtention of title are resold without or after further processing.

through processing or alteration shall be governed by the same

Würth Elektronik hereby accepts this assignment. In the event

provisions as the goods that are subject to retention of title.

that 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 the credit-worthiness or financial position of the customer deteriorates, he cease any other business activity essential for the contractual performance or if he becomes incapablefor other reasons to fulfill the contractual duties. Any resale ofthese receivables is subject to prior approval by Würth Elektronik.
The customer’s authority to collect shall expire with the notification of the assignment to the third-party debtor. In the event of a
revocation of the authority to collect, Würth Elektronik may request that the customer disclose all receivables assigned, as wellas the respective debtors’ names, provide all information necessary for collection, provide the related documents and inform the
debtors of the assignment.
6.5 In the event of default of payment on the part of the customer, Würth Elektronik shall be entitled to rescind the contract
without prejudice to its other rights. The customer must immediately 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
where these goods are located. After a timely warning to such
effect, Würth Elektronik may otherwise dispose of the goods thatare subject to retention of title for the purpose of satisfying its
due claims against the customer.
6.6 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
right to acquire ownership of the goods which are subject to retention of title continues to exist as a right to acquire ownershipof the processed or altered item. If the goods are processed, combined or mixed with other goods that are not owned by Würth
Elektronik, Würth Elektronik shall acquire a co-ownership interest in the new item that is equal to the ratio of the value of thegoods supplied to the value of the other items processed at thetime of processing. The customer shall store the new items on

6.7 If requested by the customer, Würth Elektronik shall beobliged to surrender the security interests to which Würth
Elektronik is entitled to the extent that the realizable value ofthese security interests exceeds Würth Elektronik’s receivables
arising from the business relationship with the customer by morethan 20 % upon deduction of the mark-downs customary in thebanking business. For valuation purposes, goods that are subject
to retention of title shall be assessed on the basis of their invoicevalue and receivables shall be assessed on the basis of theirnominal value.
6.8 In the event that goods are delivered to destinations withother legal systems in which the retention of title pursuant toclauses 6.1 to 6.7 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 andperform these actions. The customer shall assist with allmeasures required for, and conducive to, the validity and enforceability of such 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. Liability for material defects and defects of title
shall be based exclusively on the quality owed as conclusively
agreed in the Datasheet and/or other accompanying technicaldocuments, unless otherwise specified between the parties.
7.2 The goods sold by Würth Elektronik have been designed andmanufactured for use in general electronic equipment, in accordance to the Datasheet. The customer needs the written approvalof Würth Elektronik before incorporating the goods into any
equipment in fields such as, but not limited to, military, aerospace, aviation, nuclear control, submarine, transportation (automotive control, train control, ship control), transportation signal,
disaster prevention, medical or for any other purposes where
higher safety and reliability are especially required or if there is
the possibility of severe damage or personal injury. The responsibility for the applicability and use in a particular customer designis always solely within the responsibility of the customer.
7.3 The customer’s defect rights shall require that the customer
has fulfilled its statutory obligations to inspect and give notice ofGeneral Terms and Conditionsof Würth Elektronik GmbH & Co. KG and
Würth Elektronik CBT International GmbHdefects (Sec. 377, 381 German Commercial Code (HGB)), in par-altered. The right to rescind the contract shall furthermore notticular that the customer has checked the delivered goods upon

exist if Würth Elektronik is not responsible for the defect and if

receipt and notified Würth Elektronik without undue delay and in

instead of the received goods or services being returned by the

textual form upon receipt of the goods of any obvious defects andcustomer, Würth Elektronik has to pay compensation for lost

defects that could be identified during such inspection. The cus-value.

tomer shall inform Würth Elektronik in writing of any hidden defects without un-due delay after they have been discovered. The
notification shall be deemed without undue delay if made within
two weeks 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, the dispatch of
the notification or complaint shall suffice. If the customer fails tocarry 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

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 technicalreasons other than the original defect. The customer shall, in particular, comply with the operational, storage and/or maintenancerecommendations provided by Würth Elektronik or the manufac-

description of the defects in textual form.

turer.

7.4 Unless otherwise agreed, the customer shall initially deliver

7.9 In case the goods are digital products within the terms of §§the goods at its own expense to Würth Elektronik so that the defects can be examined. The expenses that are required for the inspection and subsequent performance, in particular transportation, travel, labour and material costs within the meaning of Sec.
439 (2 and 3) German Civil Code (BGB) shall only be borne by
Würth Elektronik if it is determined during the inspection that adefect actually exists and provided these expenses are not increased 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 freefrom 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 rescind 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

327 ff. BGB or goods with digital elements according to § 475b
BGB, Würth Elektronik shall furthermore be liable to the customer for the provision of updates exclusively for the durationand to the extent as owed according to the condition agreed pursuant to section 2.5 sentence 2 or otherwise agreed with the customer in writing.
7.10 The customer’s claim for reimbursement of expenses inplace of damages in lieu of performance shall be excluded if andto the extent that such expenses would not have been made by areasonable third party.
7.11 Würth Elektronik shall not be liable for damage for which it
is not responsible, in particular, it shall not be liable for damage
that is 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 spare parts professionally and use the consumables thathave 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, perform backups to its computer systems at suffi-

Würth Elektronik is responsible.

ciently regular intervals. Würth Elektronik shall assume no liabil-

7.7 The customer shall have no right to rescind the contract if theof the aforesaid obligations of the customer.

customer is unable to return the goods received and this is notdue to the fact that it is impossible to return such due to theirnature, if Würth Elektronik is responsible for such or if the defectdid not become apparent until after the goods were processed or

ity for damage which is caused by or can be attributed to a breach

7.12 Würth Elektronik shall be liable in accordance to applicablestatutory law for any damage resulting from breach of guarantee
or from death, bodily injury, or damage to health. The same shallapply to wilful misconduct and gross negligence, to mandatory

General Terms and Conditionsof Würth Elektronik GmbH & Co. KG and
Würth Elektronik CBT International GmbHstatutory liability for product defects (in particular under the Ger-

are produced according to the specifications of or in cooperation

man Product Liability Act (ProdHaftG) and to liability if defects

with the customer.

were concealed with fraudulent intent. In cases of slight negligence, Würth Elektronik shall only be liable if material obligations
are breached that result from the nature of the contract and theperformance of which is of particular importance in order for the
purpose of the contract to be achieved. If such obligations arebreached, as well as in the event of default or if performance is
impossible, Würth Elektronik’s liability shall be limited to thedamage which can typically be expected with such contract.
7.13 For Printed Circuit Boards with surface finish immersion tin
a reduced limitation period of six months apply due to the ageing
process of this surface. In all other respects the limitation period
for claims for defects of the customer shall be one year, unlessthe defective good has been used in its customary manner for abuilding and this has caused 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 shallstart with the delivery of the goods. This shall not affect the unlimited liability of Würth Elektronik for damage resulting from a
breach of guarantee or from death, bodily injury or damage tohealth, for wilful misconduct and gross negligence, and productdefects. If Würth Elektronik makes a statement with regard to aclaim for defects asserted by the customer, this shall not be
deemed as the start of negotiations 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.
7.14 The suspension of the expiry of the period of limitation ofrights of recourse as stipulated in Section 445b (2) sentence 1 of
the German Civil Code (BGB) ends at the latest five years after the
point in time at which Würth Elektronik has delivered the item tothe customer. In the event that the goods are resold to a consumer, Würth Elektronik can only refer to this if Würth Elektronik
simultaneously grants the customer an equivalent compensation.
8. Intellectual property rights, intellectual property and usage
rights relating to software and 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

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
free of charge for use.
8.3 The customer shall only receive a simple right of use to thesoftware and other protected products to such extent as 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. Sec. 69d(2) Germany Act on Copyright and Related Rights (UrhG) remains
unaffected. Backup copies on moveable data carriers shall bemarked as such and shall be endorsed with the copyright noticeof the original data carrier.
8.5 In the event of unlawful use Würth Elektronik and/or third
parties, in particular, the manufacturer of the software or otherprotected 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 text form.
The notification shall also include information as to whether thecustomer has changed the software or the product or combinedsuch with other software and whether this, from the customer’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 the extent permissible and possible, shall allow Würth Elektronik to represent
the customer or shall conduct the defence itself as instructed by
Würth Elektronik. Up until receiving notification as to whether
Würth Elektronik will deal with the defence, the customer shallnot acknowledge or enter into a settlement agreement regarding
the alleged claims of the third party without the express approvalGeneral Terms and Conditionsof Würth Elektronik GmbH & Co. KG and
Würth Elektronik CBT International GmbHof Würth Elektronik. If Würth Elektronik deals with the defence,

sively for the contractual performance and shall not be made ac-

this obligation shall continue to apply. In addition, the customer

cessible to third parties without the express written consent ofshall support Würth Elektronik in its defence, if this is required for

Würth Elektronik. Upon request, the customer shall return thean appropriate defence. In return, Würth Elektronik shall indem-

aforementioned items to Würth Elektronik in their entirety andnify and hold the customer harmless against any necessary ex-

destroy any copies made if they are no longer required in the or-

ternal costs and any third party compensation claims and claims

dinary course of business or if negotiations do not lead to thefor reimbursement of expenses resulting from the defence, pro-conclusion of a contract. This shall not apply to routinely madevided these can be attributed to the fault of Würth Elektronik. In

backup copies of electronic data traffic or to confidential infor-

the event that Würth Elektronik does not deal with the defence,mation and copies thereof that the other contracting party mustthe customer shall be entitled to defend itself at its own discre-retain under applicable law.

tion. If existing third party claims cannot be attributed to the fault
of Würth Elektronik, the customer shall not be entitled to assert

9. Product liability

claims against Würth Elektronik.

9.1 The customer shall not modify the goods; in particular, the

8.7 Notwithstanding Sec. 439 (1) German Civil Code (BGB), Würthto risks by improperly using the goods. If this duty is violated, the

Elektronik shall also be entitled with regard to title defects relating to software to attempt subsequent performance, if Würth
Elektronik so chooses (cf. 7.4). In all other respects, the statutory
provisions for warranty obligations for title defects with regard to
software shall apply irrespective of whether Würth Elektronik isdealing 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 the customer had carried out the usual backups;

customer shall not modify or remove existing warnings relating
customer 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 defect giving 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(ii) clause 7.3 of these Conditions applies accordingly.

obliged to bear the costs of the product recall or product warning,

8.8 The customer undertakes to inform Würth Elektronik without

the damage sustained. This does not affect any further claims ofdelay of any claims by third parties to intellectual property rights
relating to the products supplied by Würth Elektronik. Würth Elektronik shall be entitled, but not obligated, to assume legal defense at its own expense and under its own responsibility.
8.9 The customer warrants that goods and services provided, inparticular drawings that serve as the basis for customer-specificorders, are free of third-party property rights. In the event of defects of title, the customer shall indemnify Würth Elektronik
against all corresponding third-party claims, unless the customer

provided the customer is responsible for the product defect andWürth Elektronik.
9.3 The customer shall inform Würth Elektronik without undue
delay in textual form 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

is not responsible for the defect of title.

to perform for the duration of the impediment and for a reason-

8.10 Unless otherwise agreed in individual cases, Würth El-

damages. The same shall apply if the performance of its obliga-

ektronik shall retain ownership rights and copyrights to all documents or aids provided to the customer, such as, in particular but
not limited to, drawings, illustrations, graphics, drafts, calculations, descriptions, plans, models, samples or sample pieces,
technical specifications, documentation, data carriers and software programs. Such documents and aids shall be used exclu-

able start-up period without being liable to the customer fortions by Würth Elektronik becomes unreasonably complicated or
temporarily impossible because of unforeseeable circumstances
for which Würth Elektronik is not responsible, in particular, because of industrial action, Pandemics and Epidemics, official acts,in particular quarantine orders, energy shortages, delivery problems on the part of suppliers, or major disruptions of operations.

General Terms and Conditionsof Würth Elektronik GmbH & Co. KG and
Würth Elektronik CBT International GmbH10.2 Würth Elektronik shall have the right to rescind the contract

12.4 The customer shall set up and maintain an adequate moni-

if such an impediment continues for more than three months andtoring mechanism to prevent circumvention of the provision inif, as a result of such impediment, the performance of the con-clause 12.2 by third parties in the further commercial chain or bytract is no longer of interest to Würth Elektronik. At the request

potential resellers.

of the customer, Würth Elektronik shall declare after the expiry of
the aforesaid three month period whether it intends to make useof its right to rescind the contract or whether it intends to deliver

12.5 Any violation of the above clauses 12.2, 12.3 and 12.4 shallconstitute a material breach of contract and entitles Würththe goods within a reasonable period of time.

Elektronik to terminate the supply relationship with immediate

11. Confidentiality

addition, the customer shall indemnify Würth Elektronik against

The customer and Würth Elektronik shall be obliged for an unlim-

all costs, third-party claims, and other disadvantages (e.g., fines)

ited period of time to maintain the confidentiality of any and all
information received in connection with the cooperation from theother party which due to circumstances can be identified orshould have been identified as a trade or business secret; thecustomer and Würth Elektronik may neither record nor discloseor use any such information. The customer and Würth Elektronik
shall 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 and unauthorised recording of such trade and business

effect and to cancel orders already confirmed without delay. In

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 theamount of 5 % of the sales price of the goods sold in violation of
the provisions of 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, in-secrets for their own purposes.

cluding any relevant activities by third parties that could frustrate

12. Export control

vide Würth Elektronik with all information concerning compliance12.1 The parties undertake to comply with all relevant export
control and sanctions regulations. The customer undertakes not
to export any goods to any country, if in these cases, applicablelaw, 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 toapplicable 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

the purpose of clause 12.1. Upon request, the customer shall prowith the 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.
12.7 The customer shall undertake to inform Würth Elektronik
immediately and without being solicited if a product ordered by
the customer could be subject to foreign trade restrictions. The
customer must bear all costs and damages incurred by Würth
Elektronik due to infringement of this obligation, to the extent thecustomer is responsible for the infringement. Supplying the customer is subject to possible mandatory approvals by the authorities (e.g., Federal Office of Economics and Export Control - BAFA).
13. Return of packaging
13.1. Pursuant to Section 15 (1) of the German Packaging Act(VerpackG), the customer shall be entitled to return transport, re-or for use in Belarus.

tail and outer packaging to Würth Elektronik. The returned pack-12.3 The customer shall use its best efforts to ensure that the

be returned to Würth Elektronik's place of business during busi-

purpose in clause 12.2 is not frustrated by third parties in the further commercial chain, in particular not by possible resellers.

aging shall be recycled by Würth Elektronik. The packaging shallness hours and at the customer's expense.
13.2. The parties shall agree on the return in advance. In this context, the customer shall inform Würth Elektronik of the type ofGeneral Terms and Conditionsof Würth Elektronik GmbH & Co. KG and
Würth Elektronik CBT International GmbHpackaging, the types of material as well as the scope, stating theagreed according to the purpose of this agreement if the con-quantity and volume in the units kilograms and litres.

tracting parties had considered the matter from the outset.

13.3. The customer shall ensure that the packaging materials are

14.6 Even if these Conditions are written in English language, itclean, separated according to type of material and free of foreign

has to be understood that these Conditions were prepared bysubstances when returning transport, retail and outer packaging

German lawyers against a German commercial and legal back-in accordance with Section 15 (1) of the German Packaging Act

ground. If any term of these Conditions is open to interpretation,(VerpackG). If this is not the case, Würth Elektronik shall have thethe intended German meaning shall prevail.

right to refuse to take back the packaging or to claim compensation for the additional costs incurred during disposal. The same
shall apply if the information provided by the customer under

15. Environmental declaration
Würth Elektronik is committed to people and the environment.

section 13.2 above is incorrect.

Therefore, we undertake to manufacture our products in a man-

13.4. If the customer disposes of packaging material itself, thispotential for saving energy in manufacturing processes and inmust be done professionally.
14. Final provisions
14.1 Any rights and obligations of the customer may only be assigned or transferred to a third party with the written consent of
Würth Elektronik.
14.2 The legal relations between the customer and Würth
Elektronik shall be governed by the laws of the Federal Republicof Germany, without regard to the United Nations Convention on
Contracts for the International Sale of Goods (CISG).
14.3 If the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special
fund under public law, the exclusive – also international – placeof jurisdiction for all disputes arising directly or indirectly from thecontractual relationship shall be the place of business of Würth
Elektronik. However, Würth Elektronik shall also be entitled tobring an action at the general place of jurisdiction of the customer. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.
14.4 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.
14.5 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 comesclosest to the purpose of the invalid or impracticable provision. In
the event that this agreement is incomplete, such provision shallbe deemed agreed as corresponds to what would have been

ner that conserves resources and to systematically realise anytransportation. We pay close attention to ecological alternatives
as concerns the selection of sources of energy and raw materials
and pursue a consistent policy of waste reduction and productrecycling.