1. Scope of application

These Terms and Conditions of Sale, Delivery and Payment shall apply to all contracts, deliveries and other services between Würth Elektronik Oy (hereinafter referred to as "Seller") and a business customer (hereinafter referred to as "Buyer"), unless otherwise agreed in writing. If these terms and conditions have been invoked once in a transaction between the parties, they shall be deemed to be accepted also in a subsequent transaction. If the other party has actual knowledge of the terms on the basis of a previous transaction, the terms shall also apply to the first transaction, even if the terms have not been expressly invoked. The seller has the right to modify the terms. The current Terms and Conditions are available on the Seller's website www.wurthelektro.fi.

2. Establishment of a contractual relationship

The Buyer is deemed to have accepted these terms and conditions by performing one or more of the following actions: opening an account with the Seller, accepting an offer made by the Seller, making a purchase in the Seller's online or physical store, or using any other electronic means or the services of the Seller's sales representative. This definition covers all possible interactions with the Seller whereby the Buyer indicates his acceptance of the agreed terms.

2.1 The offer

The offer submitted by the seller is valid for the period stated therein. If no specific period of validity is specified, the offer shall be deemed to be valid for 30 days. All materials contained in the offer and its annexes, such as pictures, drawings, documents and information expressly marked as confidential or confidential by their nature, are the exclusive property of the Seller. Buyer shall not be entitled to use such materials or information against Seller's interests, distribute them to third parties or otherwise exploit them without Seller's express written consent.

2.2 The order

In an offer-based transaction, a contract is concluded when the Buyer has indicated that he accepts the Seller's offer as it stands. Otherwise, the transaction is concluded when the Seller has confirmed the order or delivered the goods. Only the seller has the power to make changes or cancel a binding order. The Seller reserves the right to modify or cancel an order if it is discovered that the Buyer has outstanding payments or that the Buyer's purchasing behaviour has changed significantly. This right allows the Seller the flexibility to react to financial risks and to ensure the smooth running of the business.

2.3 Continuous subscription

A recurring order is created when the Buyer specifies recurring product requirements as a recurring purchase order in ElektroShop. It is the Buyer's responsibility to place, update or cancel a standing order.

3. The Seller's obligations

3.1 Delivery time

Unless otherwise agreed, the delivery time shall be deemed to start from the latest date indicated below:

(a) the date of formation of the contract

(b) the date of providing the information necessary for the delivery by the buyer

3.2 Delivery terms

Delivery terms are free at the seller's warehouse (EXW, Incoterms 2020) without packaging and handling charges.

3.3 Guarantee

The goods sold are covered by a warranty in accordance with the manufacturer's terms and conditions.

3.4 Characteristics of the goods

The Seller is responsible for the quality and other characteristics of the goods only in accordance with the information specified in the contract and provided by others. The Buyer is responsible for the accuracy of the information provided to the Seller concerning the intended use of the goods.

For the purpose of product liability, the Buyer shall carefully study all specifications, instructions and descriptions of the Seller concerning the product and shall act within the limits of such specifications, instructions and descriptions.

Products must be used strictly only in the manner and for the purposes for which they are intended. In case of any doubt, the Buyer shall check with the Seller the suitability of the product for the intended use.

The use of the product must be subject to any instructions which the Seller may issue separately and to general caution.

With regard to both product liability and product safety, the Buyer shall, in the event of resale or transfer, disclose to the new purchaser any facts of which he is aware concerning the product. All matters relating to product liability and product safety must be brought to the Seller's attention in writing without delay and the action must be brought within three years of the date on which the Buyer first became aware of the possible damage or liability.

3.5 Indirect harm

The Seller is not liable to compensate the Buyer for indirect loss or damage caused by delay or defective delivery.

4. Obligations of the buyer

4.1 Purchase price

The purchase price is the price agreed between the parties. If there is no agreed price, the purchase price is the current price charged by the Seller.

4.2 Payment period

The payment period is determined by the generally accepted payment term of 14 days net or by agreement.

4.3 Adjustment of the purchase price

The Seller reserves the right to adjust prices in the event of changes in exchange rates, VAT, import duties or other charges, taxes or parafiscal charges beyond the Seller's control before the delivery date.

4.4 Interest on late payments and collection fees

In the event of late payment, interest on arrears of 16% will be charged for the period of delay. In the event of late payment, the Seller is entitled to compensation for late payment in accordance with the law.

4.5 Guarantees

If the provision of a financial guarantee has been agreed, the financial guarantee must be provided before delivery of the goods commences. The Seller is entitled to demand a guarantee for the payment of the purchase price even after this period if he has serious reasons to believe that the purchase price or part of it would not be paid. The Seller shall be entitled to delay further deliveries until the due payments have been made or an acceptable guarantee has been provided. The Seller is also entitled to do this where part of the purchase price due has not been paid. The Buyer is not entitled to claim compensation for this delay.

4.6 Complaints and correction of defects

If the delivery is defective in any aspect, the Buyer must notify the Seller of the defect within 8 days of the delivery date. The notification must include the Seller's order number, the number of the delivery note and the batch number of the product. The notification must also include, where possible, pictures of the product and a description of the defect as seen by the Buyer. The Seller has the right, in the first instance, either to remedy the defect or to deliver new goods. The Buyer has no right to require delivery if there has been a change in circumstances which materially alters the relationship between the originally agreed performance obligations. Returns made without prior agreement or in an unsaleable condition will not be refunded.

4.7 Inspection of the goods

The delivery is usually accompanied by a delivery note. It is the Buyer's responsibility to ensure, upon receipt of the delivery, that the contents match the delivery note and that the products are externally intact. Before using, fixing or installing the products, the Buyer should carry out a thorough inspection to ensure that the products are free from defects. Upon discovery of a defect, Buyer shall immediately, but no later than seven (7) days after receipt of the goods, notify Seller in writing.

If the goods have been received and not returned within 8 days, the Buyer must pay the full purchase price, even if the Buyer later claims compensation from the Seller.

5. Termination of the contract

5.1 Buyer's right of termination

If the Seller's delivery deviates substantially and to a large extent from what was agreed and the shortcoming is not remedied within a reasonable time following the Buyer's written notice, or if new goods are delivered in accordance with the contract, or if the delivery is delayed for reasons beyond the Seller's control in such a way as to cause the Buyer unreasonable inconvenience, the Buyer has the right to terminate the contract.

If the goods have been manufactured, procured or packaged specifically for the Buyer in accordance with his instructions and wishes and the Seller cannot otherwise exploit the goods without loss, the Buyer may terminate the contract for delay only if the purpose of the contract is substantially defeated for him by the delay.

5.2 The Seller's right of termination

If the purchase price is not paid on time and this is not due to the Seller, the Seller has the right to cancel the transaction or the part of the transaction for which the goods have not yet been received by the Buyer, if the delay is substantial. The Seller also has the right of termination if it is obvious from the Buyer's notice or otherwise that the Buyer will be materially delayed in performing the contract. The Seller may also terminate the transaction if the Buyer does not cooperate in the transaction as agreed or otherwise reasonably required.

5.3 Force majeure

The Seller is not obliged to perform the contract if a natural barrier, fire, breakdown of machinery or a comparable disruption, strike, lockout, war, mobilisation, export or import ban, lack of means of transport, cessation of production, traffic disruption or any other obstacle which the Seller cannot overcome prevents the delivery of the goods or parts thereof. Even if performance of the contract would require sacrifices which would be unreasonable in relation to the benefit to the Buyer, the Seller is not obliged to perform the contract. The Seller is not liable to compensate the Buyer for any damage caused by the non-performance of the contract and may also terminate the contract.

6. Insurance

The parties shall insure the goods in accordance with the division of liability indicated in the agreed terms of delivery. Other securities shall be agreed separately.

7. Transfer of ownership

Ownership of the goods is transferred when the full purchase price has been paid and is at the Seller's free use. The voucher shall not be considered as payment. The Seller may at any time, without notice and without settlement, take back any goods which have not been paid for in full. If the Buyer has paid in part, both parties must settle within 30 days and present their invoices to the other party.

8. Export control

8.1 The recipient/contractual partner of Würth Elektronik Oy assures that goods supplied that fall under the scope of Article 12g Regulation (EU) 833/2014, will not be sold, exported, or re-exported, either directly or indirectly, to the Russian Federation or for use in the Russian Federation.

8.2 The recipient/contractual partner shall undertake its best efforts to ensure that the purpose of paragraph (8.1) is not frustrated by any third parties further down the commercial chain, including by possible resellers.

8.3 The recipient/contractual partner shall set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by possible resellers, that would frustrate the purpose of paragraph (8.1).

8.4 Any violation of paragraphs (8.1), (8.2), or (8.3) shall constitute a material breach of contract and entitles Würth Elektronik Oy to terminate the supply relationship with immediate effect and to cancel orders already accepted without delay. The recipient/contractual partner shall indemnify Würth Elektronik Oy from all costs, third-party claims, and other disadvantages (e.g., fines) resulting from the breach of an obligation under the paragraphs (8.1), (8.2), or (8.3). This shall not apply if the recipient/contractual partner is not responsible for this breach of duty. Furthermore, Würth Elektronik Oy shall be entitled to demand a contractual penalty 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.

8.5 The recipient/contractual partner shall immediately inform Würth Elektronik Oy about any problems in applying paragraphs (8.1), (8.2) or (8.3), including any relevant activities by third parties that could frustrate the purpose of paragraph (8.1). The recipient/contractual partner shall make available to the Würth Elektronik Oy information concerning compliance with the obligations under paragraph (8.1), (8.2) and (8.3) within two weeks of the simple request of such information.

9. Notifications

The sender is responsible for the delivery of notifications sent to the other party.

10. Settlement of disputes

The contract and any disputes arising from the contractual relationship shall be governed exclusively by Finnish law. Disputes arising from these deliveries and the interpretation of these terms and conditions shall be settled by the Hyvinkää District Court. If this document has been translated into local languages for foreign customers, the Finnish version shall always apply if there are possibilities of interpretation or translation errors in the translated contract.