General Terms and Conditionsof Würth Elektronik ICS GmbH & Co. KG

As of: July 2024
1. Application
1.1 These General Terms and Conditions (hereinafter „Conditions“) shall apply to all deliveries and services of Würth Elektronik
GmbH & Co. KG (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 or service from the customer without reservations whilst being awareof the customer‘s conflicting or deviating terms and conditions.
1.2 Agreements which supplement or deviate from these Conditions and which are made between the customer and Würth
Elektronik for the performance of a contract must be set out inwriting in the contract. This also applies to the cancellation of thisrequirement of the written form.
1.3 Any rights beyond these Conditions to which Würth Elektronik
is entitled by law shall remain unaffected.
2. Offer and formation of contract
2.1 Offers from Würth Elektronik shall be subject to change andnon-binding, unless they are expressly stated to be binding.
2.2 Pictures, drawings, information as to weight, measurement,
performance and consumption as well as other descriptions of thegoods in the documentation pertaining to the offer shall be approximations only, unless they are expressly stated to be binding.
They do not constitute an agreement on, or guarantee of, the corresponding quality of the goods.
2.3 Würth Elektronik reserves all proprietary rights and copyrights
in any offer documents. Such documents may not be made available to any third party.
2.4. The customer is bound to his order for two weeks. Unless otherwise 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 shall not be binding for
Würth Elektronik. In case no written order confirmation is issued,
Würth Elektronik may accept orders by making delivery or providing the services.
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 requirements
according to § 434 para. 3 BGB. In particular, it shall not be owedthat the goods are suitable for normal use and/or that they havea quality which is usual for goods of the same type and which thecustomer can expect taking into account (i) the type of goods and(ii) public statements made by Würth Elektronik or on behalf ofWürth Elektronik or by another person in preceding links of thecontractual chain, in particular in advertising or on the label. Also,
the goods do not have to correspond to the condition of a sample
or model provided by Würth Elektronik to the customer prior tothe 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.
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 borne by thecustomer. If the customer does not receive an order confirmation
or if the order confirmation does not contain any price information,
the price agreed between the parties shall apply. Statutory VAT
shall be stated separately in the invoice at the statutory rate applicable on the day the invoice is issued.
3.2 If a factor relevant for pricing, such as wages, energy costs
and/or costs for raw materials, increases or decreases by morethan 5% for services that are not rendered within a period of fourmonths 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 haveincreased 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 15 days after the date of the invoice. Würth Elektronik
shall, however, be entitled to make the execution of outstanding
deliveries or the provision of services contingent upon pre-payment or the provision of security if no previous business relationship exists with the customer, deliveries are to be made abroad,the customer‘s registered office is abroad or if there are any 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 by

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cheque, payment shall only be deemed made after the cheque has
been cashed and Würth Elektronik can dispose of the amount.
Discount charges and other cheque costs shall be borne by thecustomer. In the event of default of payment, the customer shall
pay default interest at the rate of 9 percentage points above thebase rate. The right to assert a further claim for damages is not
excluded.

properly. Any changes or amendments that are subsequently
agreed with Würth Elektronik may result in a reasonable extensionof the agreed delivery dates.

3.6 Würth Elektronik shall be entitled to credit payments made by
the customer towards the customer‘s oldest debt first. If costs
and interest have already accrued, Würth Elektronik shall be entitled to credit the payment towards the costs first, then towards
interest, and finally towards the principal claim.

4.7 If the customer is in default of acceptance or violates otherduties to cooperate, Würth Elektronik can claim compensation forthe damage caused including any additional expenditure and storage costs. Any other claims remain unaffected. Würth Elektronik
shall be entitled, after setting a reasonable subsequent deadline,
to otherwise dispose of the goods and to supply the customer
with new goods within a reasonable extended deadline.

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 non-binding information on 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 one of
Würth Elektronik‘s warehouses before this period has expired or 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 the necessary computer processing power, test data and data inputting
capacities within good time and to a sufficient extent. If the customer‘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 down-payment has been received.
As a prerequisite for compliance with the delivery period or thedelivery date, the customer must perform its other obligations
properly and in due time. Compliance with the agreed delivery
deadlines and delivery dates is subject to the condition that Würth
Elektronik is supplied by its own suppliers in due time and

4.6 Würth Elektronik shall be entitled to make reasonable part deliveries and provide partial services. Unless otherwise expressly
agreed, deliveries and services ahead of schedule shall be allowed.

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
Würth Elektronik from where the goods are handed over to thecarrier), i.e. the risk of accidental loss or accidental deterioration of
the delivery items shall pass to the customer as soon as the delivery items have been handed over to the carrier or have left ourwarehouse for the purpose of shipment. This shall also apply topartial deliveries or if it has been agreed that the dispatch is“freight paid” or free of charge. In the absence of written instructions from the customer, Würth Elektronik shall be entitled tochoose the carrier and the itinerary at its own discretion and after
a due assessment of the circumstances. At the request and expense of the customer, Würth Elektronik shall take out transport
insurance to insure the goods against the risks specified by thecustomer.
5.2 If there is a delay in handing over or dispatch for reasons forwhich the customer is responsible, the risk shall pass to the customer on the day the goods are ready to be dispatched and Würth
Elektronik informs the customer of such.
5.3 If Würth Elektronik chooses the type of dispatch, the dispatch
route and/or the person to carry out the dispatch, Würth Elektronik shall only be liable for wilful misconduct or gross negligence
resulting from this choice.
6. Retention of title
6.1 The goods supplied remain the property of Würth Elektronik
until all receivables owed to Würth Elektronik by the customer asa result of the business relationship have been fully paid. If Würth
Elektronik‘s obligations to be performed include delivering software, up until payment in full has been made of any receivables,
the customer shall in any case only be granted a revocable usage
right. These receivables also include claims under cheques andbills of exchange, as well as current-account claims.
6.2 The customer shall be obliged to handle all goods to which title
is retained, and as long as title is retained, with due care. In particular, the customer is obliged to sufficiently insure the goods atthe customer’s own expense against damage by fire, water, andtheft at their replacement value. The customer hereby assigns to
Würth Elektronik all claims for compensation arising from suchinsurance. Würth Elektronik hereby accepts the assignment.
If an assignment is not allowed, the customer hereby irrevocably instructs its insurer to make payments, if any, only to Würth

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Elektronik. This does not affect any further claims of Würth Elektronik. Upon request, the customer must provide Würth Elektronik with evidence of the conclusion of the insurance policy.
6.3 The customer shall only be allowed to sell the goods which are
subject to retention of title in the ordinary course of business. The
customer shall not be entitled to pledge the goods which are subject to retention of title, to transfer them by way of security or to
make any other dispositions which may jeopardize Würth Elektronik‘s ownership. In the event of attachments or other encroachments by third parties, the customer must notify Würth Elektronik
without undue delay in textual form and provide all the information required, advise the third party of Würth Elektronik’s property
rights and assist with the measures taken by Würth Elektronik toprotect the goods which are subject to retention of title. The customer shall bear any costs for which it is responsible and which
are necessary for the removal of the encroachment and the recovery of the goods, if and to the extent that these costs cannot be
obtained from the third party.
6.4The customer hereby assigns to Würth Elektronik all receivables arising from the resale of the goods, including all ancillary
rights, irrespective of whether the goods which are subject toretention of title are resold without or after further processing.
Würth Elektronik hereby accepts this assignment. In the eventthat such assignment is not allowed, the customer hereby irrevocably instructs the third-party debtor to make payments, if any,
only to Würth Elektronik. The customer has the authority, which
may be revoked at any time, to collect the receivables assigned to
Würth Elektronik as a trustee on behalf of Würth Elektronik. Allamounts collected must be remitted to Würth Elektronik immediately. Würth Elektronik may revoke the customer’s authority tocollect receivables and its right to resell the goods if the customer
fails to properly perform its payment obligations to Würth Elektronik, if the customer is in default of payment or stops payment,
or if the creditworthiness or financial position of the customer
deteriorates, he cease any other business activity essential
for the contractual performance or if he becomes incapable forother reasons to fulfil the contractual duties. Any resale of thesereceivables 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 requestthat the customer disclose all receivables assigned, as well as therespective debtors‘ names, provide all information necessary forcollection, provide the related documents and inform the debtorsof 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 thesegoods are located. After a timely warning to such effect, Würth
Elektronik may otherwise dispose of the goods that are subject
to retention of title for the purpose of satisfying its due claims
against the customer.
6.6 Any processing or alterations made by the customer to thegoods which are subject to retention of title shall always be deemed made on behalf of Würth Elektronik. The customer’s right toacquire ownership of the goods which are subject to retention of
title continues to exist as a right to acquire ownership of 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 newitem that is equal to the ratio of the value of the goods supplied to
the value of the other items processed at the time of processing.
The customer shall store the new items on behalf of Würth Elektronik. In all other respects, the item created through processing oralteration shall be governed by the same provisions as the goods
that are subject to retention of title.
6.7 If requested by the customer, Würth Elektronik shall be obliged
to surrender the security interests to which Würth Elektronik isentitled to the extent that the realizable value of these security
interests exceeds Würth Elektronik’s receivables arising from thebusiness relationship with the customer by more than 10% upondeduction of the mark-downs customary in the banking business.
For valuation purposes, goods that are subject to retention of title
shall be assessed on the basis of their invoice value and receivables shall be assessed on the basis of their nominal value.
6.8 In the event that goods are delivered to destinations with otherlegal systems in which the retention of title pursuant to clauses 6.1
to 6.8 above does not offer the same degree of protection as in theFederal Republic of Germany, the customer hereby grants Würth
Elektronik the equivalent security interest. If the creation of this security interest requires further declarations or actions, the customer
shall make these declarations and perform these actions. The customer shall assist with all measures 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 technical documents, 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, disasterprevention, medical or for any other purposes where higher safety
and reliability are especially required or if there is the possibility ofsevere damage or personal injury. The responsibility for the applicability and use in a particular customer design is 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
defects (Sec. 377, 381 German Commercial Code (HGB)), in particular that the customer has checked the delivered goods uponreceipt and notified Würth Elektronik without undue delay and in
textual form upon receipt of the goods of any obvious defects anddefects that could be identified during such inspection. The customer shall inform Würth Elektronik in writing of any hidden defects
without undue delay after they have been discovered. The notifi-

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cation 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 eventof hidden defects; to meet the deadline, the dispatch of the notification or complaint shall suffice. If the customer fails to carry out
a proper inspection and/or notification of the defects, Würth Elektronik shall not be liable for the defect. When reporting defects to
Würth Elektronik, the customer must supply a detailed descriptionof the defects in textual form.
7.4 Unless otherwise agreed, the customer shall initially deliver
the goods at its own expense to Würth Elektronik so that thedefects can be examined. The expenses that are required for theinspection and subsequent performance, in particular transportation, travel, labour and material costs within the meaning ofSec. 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 a different
location than the original delivery address. Personnel and material
costs claimed by the customer in this connection shall be charged
on the basis of net costs.
7.5 If the goods are defective, Würth Elektronik shall be entitled for the purposes of subsequent performance - to choose between
remedying the defect or delivering goods that are free from defects.
7.6 If Würth Elektronik is not prepared or is not in a position tocarry out subsequent performance after a reasonable deadline
has expired, the customer can choose to 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 areasonable deadline is exceeded due to reasons for which Würth
Elektronik is responsible.
7.7 The customer shall have no right to rescind the contract if thecustomer 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 Würth Elektronik is responsible for such or if the defect did not
become apparent until after the goods were processed or altered. The right to rescind the contract shall furthermore not exist if
Würth Elektronik is not responsible for the defect and if instead of
the received goods or services being returned by the customer,
Würth Elektronik has to pay compensation for lost value.
7.8 Claims for defects shall not exist with respect to defects thatare due to natural wear and tear, to improper handling by the customer or a third party, or to changes or repairs to the goods thathave been carried out by the customer or a third party in an improper manner. The same shall apply to defects which can be attributed to the customer or which arise as a result of technical reasons
other than the original defect. The customer shall, in particular,
comply with the operational, storage and/or maintenance recommendations provided by Würth Elektronik or the manufacturer.
7.9 In case the goods are digital products within the terms of §§ 327
ff. BGB or goods with digital elements according to § 475b BGB,
Würth Elektronik shall furthermore be liable to the customer for theprovision of updates exclusively for the duration and 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 in place of damages in lieu of performance shall be excluded if and to
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 thatis caused by improper usage or handling of the products. The customer is obliged to comply with the operational, storage and/or
maintenance recommendations provided by Würth Elektronik or
the manufacturer, to only make authorised changes, replace spareparts professionally and use the consumables that have the necessary specifications. Where applicable the customer shall, both
before and also regularly after the deliveries have been made or
the services have been provided by Würth Elektronik, performbackups to its computer systems at sufficiently regular intervals.
Würth Elektronik shall assume no liability for damage which is
caused by or can be attributed to a breach of the aforesaid obligations of the customer.
7.12 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
shall apply to wilful misconduct and gross negligence, to mandatory statutory liability for product defects (in particular under
the German Product Liability Act (ProdHaftG) and to liability if
defects 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 andthe performance of which is of particular importance in order forthe 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 the damage
which can typically be expected with such contract.
7.13 The limitation period for claims for defects of the customer
shall be one year, unless the defective good has been used in its
customary manner for a building and this has caused a defect tothe building. The limitation period shall also apply to claims resulting from a tortious act that are based on a defect of the goods.
The limitation period shall start with the delivery of the goods. This
shall not affect the unlimited liability of Würth Elektronik for damage resulting from a breach of guarantee or from death, bodily
injury or damage to health, for wilful misconduct and gross negligence, and product defects. If Würth Elektronik makes a statement with regard to a claim for defects asserted by the customer,
this shall not be deemed as the start 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 and usage rights relating to software andother protected products, information and cooperation duties
8.1 Unless otherwise provided in the contract or by law, any rights
relating to software or other protected products which are deli-

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vered 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 areproduced according to the specifications of or in co-operation withthe customer.
8.2 If Würth Elektronik uses the customer‘s software, Würth Elektronik shall only use such software for the contractually agreed
purpose. If Würth Elektronik requires the source codes for thesoftware to make contractually agreed changes or remedy defects, the customer shall provide Würth Elektronik with such freeof charge for use.
8.3 The customer shall only receive a simple right of use to thesoftware and other protected products to such extent as is required for the purpose of the contract, unless otherwise provided
in the contract, in particular, the applicable licencing terms of thesoftware or an individual licence agreement, or by mandatory
statutory law. With regard to software provided by Würth Elektronik, unless expressly permitted under the contract or by law, thecustomer shall in particular be forbidden from reproducing, distributing, disclosing, changing, translating, extending, making othermodifications to and/or decompiling such.
8.4 For backup purposes, the customer may create the necessary
backup copies of the software, provided the individual licence agreement 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 be marked as such and shall be endorsed with the copyright notice of theoriginal 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 tohandle 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 shall not
acknowledge or enter into a settlement agreement regarding thealleged claims of the third party without the express approval of
Würth Elektronik. If Würth Elektronik deals with the defence, thisobligation shall continue to apply. In addition, the customer shallsupport Würth Elektronik in its defence, if this is required for an
appropriate defence. In return, Würth Elektronik shall indemnify
and hold the customer harmless against any necessary externalcosts and any third party compensation claims and claims forreimbursement of expenses resulting from the defence, provided these can be attributed to the fault of Würth Elektronik. In

the event that Würth Elektronik does not deal with the defence,the customer shall be entitled to defend itself at its own discretion. If existing third party claims cannot be attributed to the fault
of Würth Elektronik, the customer shall not be entitled to assert
claims against Würth Elektronik.
8.7 Notwithstanding Sec. 439 (1) German Civil Code (BGB), Würth
Elektronik shall also be entitled with regard to title defects relating to software to attempt subsequent performance, if Würth
Elektronik so chooses (cf. 7.4). 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; (ii) clause 7.3 of these
Conditions applies accordingly.
9. Product liability
9.1 The customer shall not modify the goods; in particular, thecustomer shall not modify or remove existing warnings relating
to risks by improperly using the goods. If this duty is violated, thecustomer must inter partes indemnify and hold Würth Elektronik
harmless from and against any product liability claims of third parties to the extent that the customer is responsible for the defectgiving rise to liability.
9.2 If Würth Elektronik has to carry out a product recall or issue
a product warning because of a product defect to the goods,
the customer shall assist Würth Elektronik and take all measures ordered by Würth Elektronik, provided that these do not posean unreasonable burden to the customer. The customer shall beobliged to bear the costs of the product recall or product warning,provided the customer is responsible for the product defect andthe damage sustained. This does not affect any further claims of
Würth 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
to perform for the duration of the impediment and for a reasonable start-up period without being liable to the customer for damages. The same shall apply if the performance of its obligations
by Würth Elektronik becomes unreasonably complicated or temporarily impossible because of unforeseeable circumstances forwhich 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.
10.2 Würth Elektronik shall have the right to rescind the contract
if such an impediment continues for more than three months andif, as a result of such impediment, the performance of the contract
is no longer of interest to Würth Elektronik. At the request of thecustomer, Würth Elektronik shall declare after the expiry of theaforesaid three-month period whether it intends to make use of

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its right to rescind the contract or whether it intends to deliver the
goods within a reasonable period of time.
11. Confidentiality
The customer and Würth Elektronik shall be obliged for an unlimited 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 or shouldhave been identified as a trade or business secret; the customer
and Würth Elektronik may neither record nor disclose or 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, disclosureand unauthorised recording of such trade and business secrets fortheir own purposes.
12. Export control
12.1 The parties undertake to comply with all relevant export control and sanctions regulations. The customer undertakes not toexport any goods to any country, if in these cases, applicable law,in particular the law of the European Union, is violated. The customer also undertakes not to resell to third parties, in violation of
applicable law, in particular the law of the European Union. The
customer confirms that it is not owned or controlled (directly or
indirectly) by a natural person or legal entity that is subject to applicable sanctions.
12.2 The customer assures not to sell, export or re-export delivered goods, insofar as they are subject to the provisions of Article 12g Regulation (EU) 833/2014, either directly or indirectly, to
the Russian 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 Belarusor for use in Belarus.
12.3 The customer shall use its best efforts to ensure that the
purpose in clause 12.2 is not frustrated by third parties in the further commercial chain, in particular not by possible resellers.
12.4 The customer shall set up and maintain an adequate monitoring mechanism to prevent circumvention of the provision inclause 12.2 by third parties in the further commercial chain or bypotential resellers.
12.5 Any violation of the above clauses 12.2, 12.3 and 12.4 shallconstitute a material breach of contract and entitles Würth Elektronik to terminate the supply relationship with immediate effectand to cancel orders already confirmed without delay.
In addition, the customer shall indemnify Würth Elektronik against
all costs, third-party claims, and other disadvantages (e.g., fines)
resulting from the breach of an obligation under the above clauses 12.2, 12.3 or 12.4. This shall not apply if the customer is notesponsible for this breach of duty. Furthermore, Würth Elektronik
shall be entitled to demand a contractual penalty in the amount of
5% of the sales price of the goods sold in violation of the provisions of this regulation. Any further claims for damages shall remain
unaffected by this.

ding any relevant activities by third parties that could frustrate thepurpose of clause 12.2.
Upon request, the customer shall provide Würth Elektronik withall information concerning compliance with the obligations underlauses 12.2., 12.3. and 12.4. within two weeks of the simple request of such information. Würth Elektronik shall notify the competent authority of all violations of the provisions of the above
clauses 12.2., 12.3. and 12.4.
13. Final provisions
13.1 Any rights and obligations of the customer may only be assigned or transferred to a third party with the written consent of
Würth Elektronik.
13.2 The legal relations between the customer and Würth Elektronik shall be governed by the laws of the Federal Republic of
Germany, without regard to the United Nations Convention on
Contracts for the International Sale of Goods (CISG).
13.3 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 - place ofjurisdiction 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.
13.4 The place of performance for any and all obligations to be
performed by the customer and by Würth Elektronik shall be theregistered office of Würth Elektronik.
13.5 If a provision of this agreement is or becomes invalid or impracticable in whole or in part, or if this agreement is incomplete,
this shall not affect the validity of the remaining provisions hereof.
In lieu of the invalid or impracticable provision, such valid and impracticable provision shall be deemed agreed as comes closest to
the purpose of the invalid or impracticable provision. In the eventthat this agreement is incomplete, such provision shall be deemed
agreed as corresponds to what would have been agreed according
to the purpose of this agreement if the contracting parties had
considered the matter from the outset.
13.6 Even if these Conditions are written in English language, it
has to be understood that these Conditions were prepared byGerman lawyers against a German commercial and legal background. If any term of these Conditions is open to interpretation,
he intended German meaning shall prevail.
14. Environmental declaration
Würth Elektronik is committed to people and the environment. Therefore, we undertake to manufacture our products in a manner thatconserves resources and to systematically realise any potential forsaving 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.

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, inclu-

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