General Terms and Conditions of Business
Wurth Electronics UK Limited,Intelligent Power and Control Systems
1. INTERPRETATION
1.1 The definitions and rules of interpretation in this condition apply inthese conditions

Applicable Laws: all applicable laws, statutes and regulations from time
to time in force relevant to the provisions of the Services.
Business Day: a day other than a Saturday, Sunday or public holiday inEngland when banks in London are open for business.
Business Hours: the period from 9am to 5pm on a Business Day.
Buyer: the person, firm or company who purchases the Goods orServices from the Company.

Company: Wurth Electronics UK Ltd. Intelligent Power & Control Systemof 8 The Vic, MediaCityUK, Manchester, M50 3SP.
Contract: any contract between the Company and the Buyer for the saleand purchase of the Goods, incorporating these conditions.
Delivery Point: the place where delivery of the Goods is to take place

Project: the project as described in the Project Plan.
Project Plan: the detailed plan describing the Project and setting out theestimated timetable (including Project Milestones) and responsibilities
for the provision of the Services.

Services: the services to be provided by the Supplier under the Contract
as set out in the Project Plan.

1.2 A reference to a law is a reference to it as it is in force for the time
being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being inforce made under it.
1.3 Words in the singular include the plural and in the plural include thesingular.

1.4 A reference to one gender includes a reference to the other gender.
1.5 Condition headings do not affect the interpretation of these
conditions.

under condition 4.

2. APPLICATION OF TERMS

Deliverables: all Documents, products and materials developed by theCompany in connection with the supply of the Goods or Services

2.1 Subject to any variation under condition 2.3 the Contract shall be onthese conditions to the exclusion of all other terms and conditions

Document: includes, in addition to any document in writing, any drawing,
map, plan, diagram, design, picture or other image, tape, disk or otherdocument).

including computer programs, data, reports and specifications.

device or record embodying information in any form.

(including any terms or conditions which the Buyer purports to apply
under any purchase order, confirmation of order, specification or other

EU Withdrawal: the withdrawal of the United Kingdom from the

2.2 No terms or conditions endorsed on, delivered with or contained in
the Buyer‘s purchase order, confirmation of order, specification or otherdocument shall form part of the Contract simply as a result of such

European Union.

document being referred to in the Contract.

Goods: any goods agreed in the Contract to be supplied to the Buyer by

2.3 These conditions apply to all the Company‘s sales of Goods or

the Company (including any part or parts of them).

supply of Services and any variation to these conditions and any

representations about the Goods or Services shall have no effect unless

In-put Material: all Documents, information and materials provided byexpressly agreed in writing and signed on behalf of the Company. The

including, computer programs, data, reports and specifications.

representation made or given by or on behalf of the Company which is

the Buyer to the Company in connection with the Goods or Services

Intellectual Property Rights: all patents, rights to inventions, utility
models, copyright and related rights, trademarks, service marks, trade,business and domain names, rights in trade dress or get-up, rights ingoodwill or to sue for passing off, unfair competition rights, rights indesigns, rights in computer software, database right, topography rights,

moral rights, rights in confidential information (including know-how andBuyer acknowledges that it has not relied on any statement, promise or

not set out in the Contract. Nothing in this condition shall exclude or limit
the Company‘s liability for fraudulent misrepresentation.

2.4 Each order or acceptance of a quotation for Goods or Services issued
by the Buyer to the Company shall be deemed to be an offer by the Buyer
to buy the Goods or Services subject to these conditions.

trade secrets) and any other intellectual property rights, in each case

2.5 No order placed by the Buyer shall be deemed to be accepted by therenewals or extensions of such rights, and all similar or equivalent rights
or forms of protection in any part of the world.

Company or (if earlier) the Company delivers the Goods to the Buyer orcommences performance of the Services.

whether registered or unregistered and including all applications for andPre-existing Materials: all Documents, information and materials

provided by the Company to the Buyer in connection with the supply of
the Goods or Services which existed prior to the commencement of theContract including computer programs, data, reports and specifications.
April 2021

Company until a written acknowledgement of order is issued by the

2.6 The Buyer shall ensure that the terms of its order and any applicablespecification are complete and accurate.

1General Terms and Conditions of Business
Wurth Electronics UK Limited,Intelligent Power and Control Systems
2.7 Any quotation issued by the Company is given on the basis that nowell as the organisation of other agreed measures to fulfil the Contract

Contract shall come into existence until the Company dispatches an
acknowledgement of order to the Buyer. Any quotation is valid for ashall be carried out on Business Days during customary business hours.

period of 30 days only from its date, provided that the Company has notpreviously withdrawn it.

4.6 Subject to the other provisions of these conditions the Company
shall not be liable for any direct, indirect or consequential loss (all three

2.8 The Contract shall come into existence on dispatch of an
acknowledgment of order by the Company to the Buyer and the Buyer

profits, loss of business, depletion of goodwill and similar loss), costs,
damages, charges or expenses caused directly or indirectly by any delay

will consequently be bound by the Contract to accept and pay for theGoods and the Services ordered.
3. DESCRIPTION OF GOODS/SERVICES

of which terms include, without limitation, pure economic loss, loss ofin the delivery of the Goods (even if caused by the Company‘snegligence), nor shall any delay entitle the Buyer to terminate or rescind
the Contract.

3.1 All samples, drawings, descriptive matter, specifications and4.7 If for any reason the Buyer fails to accept delivery of any of theGoods when they are ready for delivery, or the Company is unable tocontained in the Company‘s catalogues or brochures are issued orappropriate instructions, documents, licenses or authorisations:advertising issued by the Company and any descriptions or illustrations

published for the sole purpose of giving an approximate idea of theGoods or Services described in them. They shall not form part of theContract.

3.2 If the Goods are to be manufactured or any process is to be applied

to the Goods by the Company in accordance with specifications ordesigns submitted by the Buyer then:deliver the Goods on time because the Buyer has not provideda)risk in the Goods shall pass to the Buyer (including for loss orb)

the Goods shall be deemed to have been delivered; andc)the Company may store the Goods until delivery, whereupon thedamage caused by the Company‘s negligence);

the Buyer will be responsible for all aspects of the specifications orBuyer shall be liable for all related costs and expenses (including, without
limitation, storage and insurance).

designs including the design of the Goods, the suitability of the materials
to be used in the manufacture of the Goods and the fitness for purpose

4.8 The Buyer shall provide at the Delivery Point and at its expenseb) the Buyer will indemnify the Company against all losses, damages,
costs and expenses amended against or incurred by the Company in

4.9 The Company may deliver the Goods by separate instalments. Eacha)of the Goods; andconnection with, or paid or agreed to be paid by the Company insettlement of any claim for infringement of any patent, copyright,
design, trade mark or other industrial or intellectual property rights ofany other person
which results from the Company’s use of the Buyer’s specifications ordesigns.

4. DELIVERY OF GOODS
4.1 Unless otherwise agreed in writing by the Company, delivery of theGoods shall take place at the Company‘s place of business.

4.2 The Buyer shall take delivery of the Goods within 3 Business Daysof the Company giving it notice that the Goods are ready for delivery.
4.3 Any dates specified by the Company for delivery of
4.4 the Goods are intended to be an estimate and time for delivery shallnot be made of the essence by notice. If no dates are so specified,adequate and appropriate equipment and manual labour for loading theGoods.

separate instalment shall be invoiced and paid for in accordance with theprovisions of the Contract.

4.10 Each instalment shall be a separate Contract and no cancellationor termination of any one Contract relating to an instalment shall entitle
the Buyer to repudiate or cancel any other Contract or instalment.
5. NON-DELIVERY
5.1 The quantity of any consignment of Goods as recorded by theCompany on dispatch from the Company‘s place of business shall beconclusive evidence of the quantity received by the Buyer on delivery
unless the Buyer can provide conclusive evidence proving the contrary.

5.2 The Company shall not be liable for any non-delivery of Goods (evenif caused by the Company‘s negligence) unless the Buyer gives written
notice to the Company of the non-delivery within 3 Business Days of thedate when the Goods would in the ordinary course of events have been
received.

delivery shall be within a reasonable time.

5.3 Any liability of the Company for non-delivery of the Goods shall belimited to replacing the Goods within a reasonable time or issuing a

4.5 The Buyer and the Company may agree on subsequent
modifications or additions to the Contract and this will cause schedules

credit note at the pro rata Contract rate against any invoice raised forsuch Goods.

and deadlines already agreed upon to be extended accordingly .
Preparations for deliveries including notices of imminent shipping as

April 2021

2

General Terms and Conditions of Business
Wurth Electronics UK Limited,Intelligent Power and Control Systems
6. PERFORMANCE OF SERVICES

8. RISK/TITLE IN GOODS

6.1 The Services shall be provided until the Project is completed in

8.1 The Goods are at the risk of the Buyer from the time of delivery.

accordance with the Project Plan.

6.2 The Company will use reasonable endeavours to provide theServices and to deliver the Deliverables to the Buyer in accordance in allmaterial aspects with the Project Plan.
6.3 The Company shall use reasonable endeavours to meet any

8.2 Ownership of the Goods shall not pass to the Buyer until the

Company has received in full (in cash or cleared funds) all sums due to it
in respect of:a)the Goods; andperformance dates specified in the Project Plan but any such dates shallbe estimates only and time shall not be of the essence of the Contract.

b) all other sums which are or which become due to the Company fromthe Buyer on any account.

7. BUYER’S OBLIGATIONS

8.3 Until ownership of the Goods has passed to the Buyer, the Buyer

7.1 The Buyer shall:a)co-operate with the Company in all matters relating to the supply ofshall:
a)hold the Goods on a fiduciary basis as the Company‘s bailee;

Goods or Services, including without limit, provide the Company, its
agents, sub-contractors and employees, in a timely manner as well asb) store the Goods (at no cost to the Company) separately from allother goods of the Buyer or any third party in such a way that they

sufficient manner and at no charge, with all necessary and relevant

remain readily identifiable as the Company‘s property;

information and data and, in respect to any matters concerning
programming work, all necessary computing capacity, test data and dataacquisition capacities;c)

not destroy, deface or obscure any identifying mark or packaging onor relating to the Goods; andb) provide, for the Company, its agents, sub- contractors andemployees, in a timely manner and at no charge, access to the Buyer’sd) maintain the Goods in satisfactory condition and keep them insured
on the Company‘s behalf for their full price against all risks to thec)

8.4 The Buyer may resell the Goods before ownership has passed to it

premises, office accommodation, data and other facilities as requestedby the Company;

provide, in a timely manner, such In-put Material and otherinformation as the Company may request and ensure that it is accurate
in all material respects;

7.2 If the Company’s performance of its obligations under the Contract
is prevented or delayed by non-compliance of these conditions or any

reasonable satisfaction of the Company. On request the Buyer shallproduce the policy of insurance to the Company.

solely on the following conditions:a)any sale shall be effected in the ordinary course of the Buyer‘sbusiness at full market value; andact or omission of the Buyer, its agents, sub-contractors or employees:b)a)such a sale.

the Company shall not be liable for any costs, charges or losses

sustained or incurred by the Buyer arising directly or indirectly from suchany such sale shall be a sale of the Company‘s property on the

Buyer‘s own behalf and the Buyer shall deal as principal when making

prevention or delay; and8.5 The Buyer‘s right to possession of the Goods shall terminateb) in the case of the Buyer‘s non-compliance with its obligations underthese conditions, the Company may extend the period for delivery of thea)immediately if:

the Buyer has a bankruptcy order made against him or makes an

Goods and performance of the Services under the Contract until sucharrangement or composition with his creditors, or otherwise takes the

7.3 The Buyer shall be liable to pay to the Company, on demand, allcreditors (whether formal or informal), or enters into liquidation

time as the Buyer meets its obligations under these conditions.

benefit of any statutory provision for the time being in force for the relief
of insolvent debtors, or (being a body corporate) convenes a meeting of

reasonable costs, charges or losses sustained or incurred by the(whether voluntary or compulsory) except a solvent voluntary liquidation

profit and loss of reputation, loss or damage to property and thosereceiver and/or manager, administrator or administrative receiverCompany (including any direct, indirect or consequential losses, loss ofarising from injury to or death of any person and loss of opportunity to
deploy resources elsewhere) arising directly or indirectly from the
Buyer’s fraud, negligence, failure to perform or delay in the performanceof any of its obligations under the Contract, subject to the Company
confirming such costs, charges and losses to the Buyer in writing.

April 2021

for the purpose only of reconstruction or amalgamation, or has aappointed of its undertaking or any part thereof, or documents are filedwith the court for the appointment of an administrator of the Buyer ornotice of intention to appoint an administrator is given by the Buyer orits directors or by a qualifying floating charge holder (as defined inparagraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution
is passed or a petition presented to any court for the winding-up of theBuyer or for the granting of an administration order in respect of the3

General Terms and Conditions of Business
Wurth Electronics UK Limited,Intelligent Power and Control Systems
Buyer, or any proceedings are commenced relating to the insolvency or

unloading, carriage and insurance, all of which amounts the Buyer shallpossible insolvency of the Buyer; or

pay in addition when it is due to pay for them.

b) the Buyer suffers or allows any execution, whether legal or
equitable, to be levied on his/its property or obtained against him/it, or

10. PAYMENT

fails to observe or perform any of his/its obligations under the Contract

10.1 Unless otherwise stated in the Contract and subject to conditionor any other contract between the Company and the Buyer, or is unable
to pay its debts within the meaning of section 123 of the Insolvency Act

10.4 payment of the price for the Goods or Services is due within 30 daysof the date of the Company’s invoice. Time for payment shall be of thec)10.2 Preferred method of payment is via BACS direct into our bankaccount as detailed on our invoices. No discounts arise for early

1986 or the Buyer ceases to trade; orthe Buyer encumbers or in any way charges any of the Goods.

8.6 The Company shall be entitled to recover payment for the Goods
notwithstanding that ownership of any of the Goods has not passed
from the Company.

8.7 The Buyer grants the Company, its agents and employees anirrevocable license at any time to enter any premises where the Goods
are or may be stored in order to inspect them, or, where the Buyer‘s rightto possession has terminated, to recover them.

8.8 Where the Company is unable to determine whether any Goods are
the goods in respect of which the Buyer‘s right to possession has

terminated, the Buyer shall be deemed to have sold all goods of the kindsold by the Company to the Buyer in the order in which they wereinvoiced to the Buyer.
8.9 On termination of the Contract, howsoever caused, the Company‘s(but not the Buyer‘s) rights contained in this condition 8 shall remain in
effect.
9. PRICE
9.1 The price of the Goods or Services shall be the Company’s quoted
price, or where no price has been quoted (or a quoted price is no longer
valid) the price agreed on the acceptance of the Buyer’s order.
9.2 The Company reserves the right, on giving no less than 15 days

essence.

payment.

10.3 No payment shall be deemed to have been received until the
Company has received cleared funds.
10.4 All payments payable to the Company under the Contract shallbecome due immediately on its termination despite any other provision.

10.5 The Buyer shall make all payments due under the Contract in full
without any deduction whether by way of set-off, counterclaim,
discount, abatement or otherwise unless the Buyer has a valid court
order requiring an amount equal to such deduction to be paid by theCompany to the Buyer.

10.6 If the Buyer fails to pay the Company any sum due pursuant to theContract, the Buyer shall be liable to pay interest to the Company onsuch sum from the due date for payment at the annual rate of 4% above
the base lending rate from time to time of Barclays Bank Plc, accruing ona daily basis until payment is made, whether before or after any
judgment. The Company reserves the right to claim interest under theLate Payment of Commercial Debts (Interest) Act 1998.

10.7 The Company shall be entitled to suspend delivery of the Goodsor performance of Services or (at its option) cancel the Contract (without
liability to the Buyer) if either:-written notice to the Buyer at any time before delivery of the Goods ora)completion of the Services, to increase the price of the Goods or Services

Contract; or the Company is of the reasonable opinion that due to theor Services which is due to any factor beyond the control of the Company

sums which will become due to the Company under the Contract

to reflect any increase in the cost to the Company of supplying the Goods(such as without limitation, any foreign exchange fluctuation orsignificant increase in the costs of labour, materials or other costs ofmanufacture), any change in delivery dates, guarantees or specifications

for the Goods or Services which is requested by the Buyer, any delaycaused by any instructions of the Buyer or failure of the Buyer to give
the Company adequate information or instructions.

9.3 Notwithstanding condition 9.2, where as a result of EU Withdrawal
the Company‘s costs of providing the Goods or Services under theContract are materially increased the Company reserves the right, on
giving no less than 15 days written notice to the Buyer at any time
before delivery of the Goods or completion of the Services, to increase
the price for the Goods or Services.
9.4 The price for the Goods and Services shall be exclusive of any value
added tax and all costs or charges in relation to packaging, loading,April 2021

the Buyer fails to pay the Company any sum due pursuant to the

Buyer’s financial circumstances, the Buyer will not be in a position to pay

11. INTELLECTUAL PROPERTY RIGHTS
11.1 As between the Buyer and the Company, all Intellectual Property
Rights and all other rights in the Deliverables and the Pre-existing

Materials shall be owned by the Company. Subject to condition 11.2, theCompany licenses all such rights to the Buyer free of charge and on a
non-exclusive, worldwide basis to such extent as is necessary to enable
the Buyer to make reasonable use of the Deliverables and the Goods orServices.

11.2 The Buyer acknowledges that, where the Company does not own
any Pre-existing Materials, the Buyer’s use of rights in Pre-existing
Materials is conditional on the Company obtaining a written licence (orsub- licence) from the relevant licensor or licensors on such terms as will
entitle the Company to license such rights to the Buyer.
4General Terms and Conditions of Business
Wurth Electronics UK Limited,Intelligent Power and Control Systems
12. CONFIDENTIALITY AND THE COMPANY’S PROPERTY
12.1 The Buyer shall keep in strict confidence all technical orCompany) returns such Goods to the Company‘s place of business at theCompany‘s cost for the examination to take place there.

commercial know-how, specifications, inventions, processes or
initiatives which are of a confidential nature and have been disclosed to13.6 The Company shall not be liable for a breach of the warranty incondition 13.3 if:

and any other confidential information concerning the Company’sbusiness or its products which the Buyer may obtain. The Buyer shalla) the Buyer makes any further use of such Goods after giving such
notice; orthe Buyer by the Company, its employees, agents or sub-contractors

restrict disclosure of such confidential material to such of its employees,
agents or sub-contractors as need to know the same for the purpose ofdischarging the Buyer’s obligations to the Company, and shall ensurethat such employees, agents or sub-contractors are subject toobligations of confidentiality corresponding to those which bind theBuyer.

12.2 All materials, equipment and tools, drawings, specifications anddata supplied by the Company to the Buyer (including Pre-existing
Materials) shall, at all times, be and remain as between the Company andb)the defect arises because the Buyer failed to follow the Company‘soral or written instructions as to the storage, installation,commissioning, use or maintenance of the Goods or (if there are none)
good trade practice; orc)the Buyer alters or repairs such Goods without the written consent

of the Company; ord)

the defect arises from any drawing, design or specification supplied

condition by the Buyer until returned to the Company, and shall not bee)the defect arises from fair wear and tear, wilful damage, accidental

12.3 This condition 12 shall survive termination of the Contract,13.7 Subject to condition 13.6 and condition 13.7, if any of the Goods
do not conform with the warranty in condition 13.2 the Company shallthe Buyer the exclusive property of the Company, but shall be held by
the Buyer in safe custody at its own risk and maintained and kept in good
disposed of or used other than in accordance with the Company’s
written instructions or authorisation.

however arising.
13. QUALITY AND WARRANTY

by the Buyer; or

damage, misuse or abnormal working conditions.

at its option repair or replace such Goods (or the defective part) or refund
the price of such Goods at the pro rata Contract rate provided that, if theCompany so requests, the Buyer shall, at the Company‘s expense, return
the Goods or the part of such Goods which is defective to the Company.

13.1 The Company manufactures its Goods to state-of-the-a rtstandards in effect at the time the Contract is entered into. Any use

13.8 If the Company complies with condition 13.7 it shall have nosecurity engineering, e.g. use in the aero-space or automotive industries,
shall be agreed on by the Contract.

13.9 Any Goods replaced shall belong to the Company and any repairedor replacement Goods shall be guaranteed on these terms for theintended by the Buyer that goes beyond the customary use of such
Goods or that can be reasonably considered as requiring a level of qualitythat deviates from the norm, particularly applications relevant to13.2 Where the Company is not the manufacturer of the Goods, thefurther liability for a breach of the warranty in condition 13.2 in respectof such Goods.

unexpired portion of the 12-month period.

Company shall endeavour to transfer to the Buyer the benefit of any

13.10 If any of the Services have not been performed in compliance withwarranty or guarantee given to the Company.

the warranty in condition 13.4 the Company will at its cost re-perform

13.3 The Company warrants that (subject to the other provisions of

the Services as necessary to ensure compliance.

these conditions) on delivery and for a period of 12 months from thedate of delivery, the Goods shall be of satisfactory quality within the

13.11 If the Company complies with condition 13.10 it shall have nofurther liability for a breach of the warranty in condition 13.4 in respect

meaning of the Sale of Goods Act 1979.

of such Services.

13.4 The Company warrants that it will perform the Services with

14. LIMITATION OF LIABILITY

reasonable skill and care.

13.5 The Company shall not be liable for a breach of the warranty incondition 13.3 unless:a)the Buyer gives written notice of the defect in the Goods to theCompany, within 3 Business Days of the time when the Buyer discovers
or ought to have discovered the defect; andb) the Company is given a reasonable opportunity after receiving thenotice of examining such Goods and the Buyer (if asked to do so by the
April 2021

14.1 Subject to condition 4, condition 5 and condition 13, the following
provisions set out the entire financial liability of the Company (including

any liability for the acts or omissions of its employees, agents and subcontractors) to the Buyer in respect of:a)any breach of the Contract;b) any use made or resale by the Buyer of any of the Goods, or of any
product incorporating any of the Goods or the Services, the Deliverables
or any part of them; and5

General Terms and Conditions of Business
Wurth Electronics UK Limited,Intelligent Power and Control Systemsc)any representation, statement or tortious act or omission including

law in express terms. Otherwise the respective and specific terms andnegligence arising under or in connection with the Contract.

conditions of the software licence shall apply.

14.2 Subject to condition 14.3 all warranties, conditions and otherterms implied by statute or common law are, to the fullest extent

15.4 The Buyer shall be granted only a non-exclusive licence for thesoftware to such extent as is required or permitted with respect to the14.3 Nothing in these conditions excludes or limits the liability of therespective terms and conditions of licence of the manufacturer and/or
the Company, collateral agreements or contractually agreed purposespermitted by law, excluded from the Contract.

Company:a)for death or personal injury caused by the Company‘s negligence; orb)under section 2(3), Consumer Protection Act 1987; orc)for any matter which it would be illegal for the Company to exclude

or attempt to exclude its liability; ord)for fraud or fraudulent misrepresentation; orfor any liability incurred by the Buyer as a result of any breach by theCompany of the conditions implied by section 12 of the Sale of Goods
Act 1979 or section 2 of the Supply of Goods and Services Act 1982.
14.4 Subject to condition 14.2 and condition 14.3:a) The Company‘s total liability in contract, tort (including negligence or
breach of statutory duty), misrepresentation, restitution or otherwise,
arising in connection with the performance or contemplated
performance of the Contract shall be limited to the Contract price; andb)

the Company shall not be liable to the Buyer for loss of profit, lossof business, or depletion of goodwill in each case whether direct, indirect
or consequential, or any claims for consequential compensation
whatsoever (howsoever caused) which arise out of or in connection withpurpose of the contract. Any use of the software that exceeds theshall be subject to the written consent of the Company.

15.5 For the purposes of data backup, the Buyer may create thenecessary backup copies unless the respective licence agreement
contains provisions to the contrary. Backup copies on portable datacarriers shall be identified as such and shall be affixed with the copyrightnotice of the original data carrier.

15.6 The Company, and, if applicable, the manufacturer of thesoftware, reserve(s) the right to assert claims for damages for each caseof unlawful use that exceeds the terms and conditions of the nonexclusive licence.
15.7 If a third party brings a claim that is in conflict with the nonexclusive licence of the Buyer, the Buyer shall notify the Company
thereof in writing immediately. The Buyer shall not acknowledge any
claims of a third party without the consent of the Company. The
Company will defend against the claims of a third party.
16. CANCELLATION
No order placed by the Buyer which has been accepted by the Company
may be cancelled by the Buyer except with the agreement in writing of

the Company and on terms that the Buyer will indemnify the Company
in full against all loss (including loss of profit), costs (including the cost of
all labour and materials used), damages, charges and expenses incurred

the Contract.

by the Company as a result of cancellation.

15. LICENCE RIGHTS FOR SOFTWARE, PROPRIETARY RIGHTS OF A

17. ASSIGNMENT

THIRD PARTY

17.1 The Company may assign the Contract or any part of it to any

15.1 All rights to software that is delivered to the Buyer or that is

person, firm or company.

neighbouring rights shall remain with the Company and/or the17.2 The Buyer shall not be entitled to assign the Contract or any part

participation of the Buyer.

18. FORCE MAJEURE

15.2 If the Company uses software of the Buyer, all copyrights and

The Company reserves the right to defer the date of delivery of thesoftware only for such purposes as are agreed by contract. If the(without liability to the Buyer) if it is prevented from or delayed in themodifications or repair defects, the Buyer shall provide the source code

control of the Company including, without limitation, acts of God,created for the Buyer, particularly copyrights, ancillary copyrights andrespective rights holders. This shall also apply if the software wascreated according to the specifications of the Buyer or with theother rights shall remain with the Buyer. The Company shall use such
Company requires the source code of such software to maketo the Company free of charge.

15.3 The Buyer shall be prohibited from duplicating, distributing,passing on, modifying, translating, expanding and/or making any otherchanges to the software supplied by the Company as well as fromdecompiling or using the software as a basis for developing similarsoftware unless such actions are permitted under the contract or the
April 2021

of it without the prior written consent of the Company

Goods or the performance of the Services or to cancel the Contract
carrying on of its business due to circumstances beyond the reasonable

governmental actions (including without limit imposing an embargo,
export or import restriction, quota or other restriction or prohibition,changes in the law or to regulations applicable to the Contract, or the
failure to grant any necessary licence or consent), war or national

emergency, acts of terrorism, protests, riot, civil commotion, fire,
explosion, flood, epidemic, lock-outs, strikes or other labour disputes(whether or not relating to either party‘s workforce), restraints or delays
6General Terms and Conditions of Business
Wurth Electronics UK Limited,Intelligent Power and Control Systems
affecting carriers or inability or delay in obtaining supplies of adequate

20.2 Communications shall be deemed to have been received:or suitable materials , difficult or increased costs in obtaining workers,
goods or transport or any consequences arising as a result or of ina)if email the date the email is received; orb)if sent by pre-paid first class post, two days (excluding Saturdays,connection with the EU Withdrawal, provided that, if the event inquestion continues for a continuous period in excess of 30 days, theBuyer shall be entitled to give notice in writing to the Company to

Sundays and bank and public holidays) after posting (exclusive of day ofterminate the Contract.

posting): or

19. GENERAL

c)

19.1 Each right or remedy of the Company under the Contract iswithout prejudice to any other right or remedy of the Company whetherd) If sent by fax on a Business Day prior to 4.00pm, at the time oftransmission and otherwise on the next Business Day.

under the Contract or not.

If delivered by hand, on the day of delivery; or

19.2 If any provision of the Contract is found by any court, tribunal oradministrative body of competent jurisdiction to be wholly or partly

Wurth Electronics UK Limited, Intelligent Power & Control System

unenforceability or unreasonableness be deemed severable and theremaining provisions of the Contract and the remainder of such

Tel : +44(0)161 872 0431
Fax : +44(0)161 872 0433

illegal, invalid, void, voidable, unenforceable or unreasonable it shall tothe extent of such illegality, invalidity, voidness, voidability,

provision shall continue in full force and effect.

8 The Vic, MediaCityUK, Manchester,M50 3SPICS-uk@we-online.com

19.3 Failure or delay by the Company in enforcing or partially enforcing

any provision of the Contract shall not be construed as a waiver of anyof its rights under the Contract.
19.4 Any waiver by the Company of any breach of, or any default under,

any provision of the Contract by the Buyer shall not be deemed a waiverof any subsequent breach or default and shall in no way affect the otherterms of the Contract.
19.5 The parties to the Contract do not intend that any term of theContract shall be enforceable by virtue of the Contracts (Rights of Third
Parties) Act 1999 by any person that is not a party to it.
19.6 The formation, existence, construction, performance, validity andall aspects of the Contract shall be governed by English law and theparties submit to the exclusive jurisdiction of the English courts.

19.7 Nothing in the Contract is intended to, or shall operate to, createa partnership between the parties, or to authorize either party to act asagent for the other, and neither party shall have authority to act in thename of or on behalf of or otherwise to bind the other in any way(including the making of any representation or warranty, the assumptionof any obligation or liability and the exercise of any right or power).
20. COMMUNICATIONS
20.1 All communications between the parties about the Contract shallbe in writing and delivered by hand or sent by pre-paid first class post or
sent by fax:a)(in case of communications to the Company) to its registered officeor such changed address as shall be notified to the Buyer by theCompany; orb) (in any case of the communications to the Buyer) to the registeredoffice of the addressee as shall be notified to the Company by the Buyer.
April 2021

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