General Terms and Conditions of Sale, Delivery and Payment of Würth Oy and Würth Elektronik Oy
1. Scope of application
These general terms and conditions of sale and payment shall apply to all agreements, deliveries and other services between Würth Oy (Business ID: FI02028816) and Würth Elektronik Oy (Business ID: FI02522523) (hereinafter jointly of separately referred to as the “Seller”) and a business customer (hereinafter referred to as the “Buyer”), unless otherwise agreed in writhing. If these terms have been invoked once in the course of trade between the parties, they shall be deemed accepted in all subsequent transactions. If the Buyer has, in practice, become aware of these terms based on a previous transaction, the terms shall also apply to the initial transaction, even if no explicit reference has been made. The Seller reserves the right to amend these terms. The current valid version is available on the Seller´s websites at www.wurth.fi or www.wurthelektro.fi. These terms do not apply to agency sales governed by the Finnish Act on Commercial Representatives and Salesmen (ACT 417/1992).
2. Formation of the contractual relationship
The Buyer shall be deemed to have accepted these terms and conditions by carrying out any of the following actions: opening an account with the Seller, accepting an offer made by the Seller, making a purchase via the Seller´s online store of physical retail location, or using any other electronic means or services of the Seller´s sales representative. This definition encompasses all forms of interaction with the Seller through which the Buyer demonstrates acceptance of the agreed terms.
2.1 Offer
An offer made by the Seller shall remain valid for the period specified in the offer. If no validity period is specified, the offer shall be deemed valid for 30 days from the date of the offer. All materials included in or attached to the offer, such as images, drawings, documents, and any information marked as confidential of deemed confidential by nature, are the exclusive property of the Seller. The Buyer is not entitled to use such material of information to the detriment of the Seller, disclose them to third parties, or otherwise exploit them without the Seller´s express written consent.
2.2 Order
In transactions based on an offer, a binding agreement is formed when the Buyer accepts the Seller´s offer as such. In all other cases, the agreement is formed when the Seller confirms the Buyer´s order of delivers the goods. A binding order may be modified or cancelled only with the Seller´s written consent. The Seller reserves the right to modify or cancel the order if it is found that the Buyer has overdue payments of it there has been a material change in the Buyer´s payment behavior of financial standing.
2.3 Standing order
A standing order is established when the Buyer defines recurring product needs as a standing purchase order in the Seller´s online store. The creation, modification, and cancellation of a standing order are the sole responsibility of the Buyer.
2.4 Seller´s right to modify or cancel an order of standing order
The Seller reserves the right to modify of cancel an order or standing order if it is found that the Buyer has overdue payments, or if there has been substantial change in the Buyer´s payment or financial position.
3. Seller´s obligations
3.1 Delivery time
Unless otherwise agreed, the delivery time shall be deemed to commence from the later of the following: a) the date of which the agreement is concluded; or
b) the date on which the Buyer provides the information necessary for the delivery.
3.2 Delivery terms
The delivery term is Ex Works (EXW, Incoterms 2020) from the Seller´s warehouse, excluding packaging and handling cost.
3.3 Warranty
The goods sold are subject to the warranty provided in accordance with the manufacturer’s terms and conditions.
3.4 Product specifications and use
The Seller is liable for the quality and other specifications of the delivered goods only to the extent that such specifications have been expressly defined in the agreement of in information provided by the Seller to the Buyer. The Buyer is responsible for the accuracy of any information supplied to the Seller regarding the intended use of the goods.
Prior to using the product, the Buyer must carefully review all specifications, instructions, and descriptions provided by the Seller and comply with all conditions and limitations ser forth therein. The product may only be used for the purpose and in the manner for which they have been designed and manufactured. If the Buyer has any doubt as to the suitability of product for its intended purpose, the Buyer must verify such suitability with Seller before use.
Any additional instructions issued by the Seller, as well as the general duty of care and caution, must be observed in the use of the product.
If the Buyer resells of otherwise transfers the product, the Buyer shall ensure that all known product liability and product safety information is passed on to the new buyer or recipient. Any observed issues relating to product liability or product safety must be reported to the Seller in writing without delay. Any claim based on product liability must be filed within three (3) years from the date on which the Buyer first became aware of the potential damage of ground for liability.
3.5 Indirect Damages
The Seller shall not be liable for any indirect or consequential damages incurred by the Buyer, such as production downtime, loss of business profit, or other similar losses arising from delay, defect, or the characteristics of the goods. In all cases, the Seller´s liability shall be limited to the purchase price of the defective or delayed delivery, unless otherwise required by mandatory law.
4. Buyer´s obligations
4.1 Purchase price
The purchase price shall be the price agreed upon by the parties. If no price has been agreed, the applicable price shall be Seller´s prevailing market price.
4.2 Payment term
Unless otherwise agreed, the payment term shall be 14 days net from the invoicing date, in accordance with the standard practice in the industry.
4.3 Price adjustment
The Seller reserves the right to adjust prices if exchange rates, value-added tax, import duties, or other charges, taxes, or tax-like levies beyond the Seller´s control change before the delivery date.
4.4 Late payment interest and collection cost
In the event of late payment, the Buyer shall be liable to pay interest on arrears at an annual rate of 16%. In addition to interest, the Seller shall have the right to recover all reasonable costs incurred from payment and reminders and collection measures in accordance with applicable law.
4.5 Securities
If the provision of a security has been agreed upon, it must be provided before the commencement of delivery. The Seller is also entitled to request a security for the payment of the purchase price at any time thereafter, if there are reasonable grounds to assume that the buyer will fail to pay the purchase price or part thereof. The Seller has the right to withhold further deliveries until all outstanding payments have been settled or an acceptable security has been provided. This right also applies if any portion of the purchase price has fallen due and remains unpaid. The Buyer shall not be entitled to claim compensation for any delay resulting from such a withholding.
4.6 Claims and remedy of defects
If the delivery is defective in any respect, the Buyer must notify the Seller of the defect within seven (7) days from the date of delivery. The notice must include the Seller´s order number, delivery note number, and the product batch number. Where possible, the notice should also include photos of the product and a description of the defect as perceived by the Buyer. The Seller shall have the right, at its discretion, to either remedy the defect or deliver a replacement product.
The Buyer shall not be entitled to demand delivery if there has been a change in circumstances that materially alters the balance of the performance obligations originally agreed. Returns made without prior agreement or involving goods in non-saleable condition will not be credited.
4.7 Inspection of goods
A delivery note is generally included with the shipment. It is the Buyer´s responsibility, upon receipt of the delivery, to verify that the contents match the delivery note and that the products are externally intact before using, fastening, or installing them. If the Buyer discovers a defect, it must be reported to the Seller in writing without delay and later than seven (7) days after receipt of the goods. If the goods are received and not returned within eight (8) days, the Buyer shall be obliged to pay the full purchase price, even if the Buyer later makes a claim for compensation from the Seller.
5. Termination of the agreement
5.1 Buyer´s right to terminate
The Buyer shall have the right to terminate the agreement if the Seller´s delivery deviates substantially and materially from the agreed terms and such deficiency is not remedied or replaced with conforming goods within a reasonable time following the Buyer´s written notice, or if the delay caused by reasons attributable to the Seller result in unreasonable harm to Buyer.
If the goods subject to the sale have been manufactured, procured, or packaged specifically in accordance with the Buyer´s instructions or requirements, and Seller cannot reasonably utilize such goods otherwise without incurring a loss, the Buyer may only terminate the contract due to delay if the purpose of the contract is essentially frustrated from the Buyer´s perspective as a result of the delay.
5.2 Seller´s right to terminate
The Seller shall have the right to terminate the agreement, in whole or in part (with regard to goods not yet delivered to the Buyer), if the purchase price is not paid within the agreed time, the delay is not attributable to the Seller, and the delay is deemed material.
The Seller also has the right to terminate the agreement if, based on the Buyer´s notification or otherwise, it is evident that the Buyer´s performance will be materially delayed. Furthermore, the Seller may terminate the contract if the Buyer fails to reasonably cooperate as necessary for the fulfilment of the agreement.
5.3 Force majeure
The Seller shall not be obliged to fulfil the agreement if delivery of the goods or part thereof is prevented by a natural obstacle, fire, machinery breakdown or comparable disruption, strike, lockout, war, mobilization, export or import prohibition, lack of transportation, discontinuation of manufacturing, transport disruption, or any other similar obstacle that cannot be overcome by the seller.
The Seller shall have the right to terminate the agreement, in whole or in part (with regard to goods not yet delivered to the Buyer), if the purchase price is not paid within the agreed time, the delay is not attributable to the Seller, and the delay is deemed material.
6. Insurance
The parties shall arrange insurance for the goods in accordance with the division of responsibilities set out in the agreed delivery terms. Any other insurance arrangements must be separately agreed upon.
7. Transfer of ownership
Title to the goods shall transfer once the full purchase price has been paid and is at the Seller´s free disposal. A payment acknowledgement shall not be deemed as payment. The Seller may, at any time and without separate notice or accounting, repossess any goods that have not been fully paid for. If the Buyer has made a partial payment, both parties shall settle accounts within thirty (30) days and present their respective calculations to one another.
The parties shall arrange insurance for the goods in accordance with the division of responsibilities set out in the agreed delivery terms. Any other insurance arrangements must be separately agreed upon.
8. Export contorl
8.1 The recipient/contractual partner of the Seller 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 and Belarusian Federation or for use in the Russian or Belarusian 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 Seller to terminate the supply relationship with immediate effect and to cancel orders already accepted without delay. The recipient/contractual partner shall indemnify Seller 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, Seller 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 Seller 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 Seller 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. Notices
The sender is responsible for ensuring the receipt of any notices sent to the other party.
10. Processing of personal data
The Seller and the Buyer undertake to comply with the applicable laws of Finland and the General Data Protection Regulation of the European Union (EU 2016/679, “GDPR”) when processing personal data in connection with the transaction.
11. Dispute resolution
This agreement and any disputes arising out of or in connection with it shall be governed exclusively by the laws of Finland. Any disputes relating to these deliveries or the interpretation of these terms and conditions shall be settled in the District Court of Hyvinkää, Finland.
If this document has been translated into local languages for foreign customers, the Finnish-language version shall prevail in the event of ambiguities or translation errors.
Updated on 8 July 2025
Würth Elektronik Oy collects and processes personal data provided in the form in order to process the requested request for you. Please note the mandatory fields in the forms. The legal basis for this processing, the absolutely necessary data, is Art. 6 para. 1 lit. b DSGVO, implementation of a pre-contractual measure. The processing of data voluntarily provided by you is carried out on the basis of Art. 6 para. 1 lit. f DSGVO. Thereafter, processing is permissible which is necessary to safeguard our legitimate interests. Our legitimate interest is to have contact with you, our customers, to improve our consulting quality and to be able to contact you more easily in case of possible queries. The data collected will only be stored by us for as long as is necessary to process your enquiry and to contact you. They are then deleted.
Supplementary data protection information, in particular regarding your rights to information, correction, deletion, restriction of processing, objection and complaint, can be found in our data protection declaration.