Terms & Conditions

Privacy Policy

Würth (China) Co., Ltd. (hereinafter referred to as the "Company" or "us") will collect your personal information in accordance with this Privacy Policy. We understand the importance of personal information and do our best to protect your personal information. This Privacy Policy details how we collect and use and the measures we take to protect your personal information when you visit any of our websites or applications (collectively, the “Sites”) that contain links to this Privacy Policy.

Please read and understand this Privacy Policy carefully before visiting the sites.

1. Collection of information

a) Information collected directly

You may need to provide us with your personal information when you visit the site, register for an account, inquiry, purchase products, obtain customer service and submit comments;

This personal information may include:

Identity information, such as your name, title, company / organization name, email address, phone number and fax number, and physical address (including street, city, province, postal code, and / or country);

Account information, such as the information you provided when you registered and managed your account, including your username and password;

Consumption records and habits information, including your browsing and search records, device information, location, order, your subscription to our publications and related browsing records, so that we can extract your browsing and search preferences, behavior habits, locations and other features, perform indirect crowd portraits based on feature tags then display and send information;

Property information, including credit card or other property account information for payment settlement and confirmation of your payment progress and status;

Export control information, such as your nationality, citizenship, and country / region, so that we can determine whether you are eligible for specific technical information in accordance with relevant export control regulations;

Transaction information, including query records and order information related to our products and services, as well as your collection and payment details;

Survey and feedback information, including the relevant information you provide based on the quality of our site, products, and services when you participate in our questionnaire to meet our reasonable needs to improve the quality of our services.;

Geographical information, for some sites, we may collect the real-time precise location (“Geographic location”) of your mobile device with your explicit consent. This information is collected solely for your convenience in using our site and optimizing our services. In order to achieve the aforementioned purpose, we may share your geographic location information with our service providers, which will process such information strictly in accordance with the terms and conditions of this Privacy Policy;

Usage data, including information about how you use our site, pages viewed, number of bytes transmitted, links clicked, materials visited, date and time of the visit to the site, and which site you linked to our sites, and other operations performed within the site. This data will be collected through cookies and similar technologies, as detailed in the “How we use coolies and similar technologies” section of this Privacy Policy;

Technical data, such as Internet Protocol (IP) addresses, browser types, features and languages, and operating systems. This data will be collected through cookies and similar technologies, as detailed in the “How we use coolies and similar technologies” section of this Privacy Policy; If you do not provide relevant information according to the page prompts when using our products or services, we may not be able to provide you with the corresponding products or services or complete the transaction.

For some sites, we may collect the precise real-time location (i.e., geographic location) of your mobile device with your explicit consent. This information will only be used for your convenience. The geographic location of your mobile device may be disclosed to our service providers, who may process such information when providing services on our behalf.

b) Information collected from third parties.

In accordance with applicable law, we may collect personal information about you from authorized third parties, such as social media websites / apps. We may use this information in conjunction with information we already have about you to help us improve and customize our site to your preferences and for other purposes described in this Privacy Policy.

If you refuse us to obtain the above information, you may not be able to use some of our products or services, but it will not affect your use of core functions such as browsing, searching, and transaction.

2. Use of information

We may use the personal information we collect for the following purposes:

Provide services. We may provide you with the following services at your request, including but not limited to providing product or service information, querying information about company products or services that you have purchased or otherwise using, registering your purchased products, and processing product orders, processing warranty claims, changing product manuals, and responding to your other service requests.

Manage and maintain business and sites. We may use your personal information to manage and maintain our business and sites, including troubleshooting, system maintenance and support, and reporting and hosting of data;

Improve business, site, products and services. We may use your personal information to help us improve our business, site, products, and services through business analysis or other means, such as tailoring and optimizing our site to your specific preferences or interests;

Marketing. In accordance with applicable laws and regulations, we may use your personal information to recommend products or services that may be of interest to you, or to recommend other solutions, events, news, surveys, special offers and other content. If you decline to receive such information, you may cancel or unsubscribe in the manner applicable at that time.

Enforcement. We may use the personal information we collect to detect, respond to, and prevent commercial fraud, infringement of intellectual property rights, violations of company terms, laws and regulations, or other abuses of our site.

3. Storage and Protection of Information

In accordance with applicable laws, we use industry-standard security safeguards to protect the personal information you provide from unauthorized access, public disclosure, use, modification, damage, or loss of relevant data.

The Internet environment is not 100% secure. Please use complex passwords to help us keep your account secure. When a personal information security incident occurs or is likely to occur, we will promptly take remedial measures, notify you of the relevant situation, and report to the relevant competent authority in accordance with the requirements of laws and regulations.

4. Information sharing and disclosure

We may share your personal information with third parties, including the following, to the extent permitted by law:

Group Companies and affiliates. For the purposes described in this Privacy Policy, we may share your personal information with our affiliates and group companies as we reasonably need.

Service provider. For the purposes described in this Privacy Policy, we may share your personal information with service providers who provide services on our behalf, such as managing websites, conducting investigations, processing and executing transactions, analyzing sites, and performing analytics. We will require service providers to process your personal information in accordance with our instructions and conditions no less than the protection standards of this Privacy Policy.

Disclosure under legal circumstances.

In accordance with laws and regulations and the requirements of administrative agencies, in order to complete certain transactions, we may disclose your personal information to relevant financial institutions and government departments.

We will only disclose your personal information publicly: If we determine that you have violated laws and regulations, or to protect the personal and property safety of Würth and its affiliates or the public, we will disclose your personal information in accordance with applicable laws.

5. Cross-border transfer

Würth is a multinational company and your data may be transferred across borders while you visit your site and use our products or services. By providing personal information to us when you visit the site or use our products or services, you acknowledge and agree that we may provide your personal information (including by providing open access) to Würth affiliates, group companies, service providers, and other business partners located outside of China. Please note that the legal requirements for the protection of personal information in other countries may differ from China, but we will take technical measures and other necessary measures to ensure that your personal information is not less than the level described in this Privacy Policy.

6. Cookie and similar technologies

A cookie is a text file containing a small amount of information. When you visit our site, to ensure that the site functions properly, we store cookies on your computer or mobile device. Cookies are useful because they help organize the content and layout of our site and allow us to identify computers or other devices that have previously visited our site. Cookies do many different things, such as letting our sites remember your preferred settings, helping us improve the usability and performance of our sites, and improving your experience with those sites.

We do not use cookies for any purpose other than the purposes described in this Privacy Policy. You can manage or delete cookies according to your preferences. For more information, see AboutCookies.org. You can clear all cookies stored on your computer, and most web browsers have a feature that blocks cookies. But if you do this, you will need to change your user settings yourself each time you visit our website.

In addition, our site may contain electronic images called web beacons (sometimes referred to as "Single-point plots") that are used to count the number of users who have visited a particular page. We may include web beacons in promotional emails or newsletters to make it easier to determine if you have opened the message and act on it. If you do not want your activity to be tracked this way, you can unsubscribe from our mailing list at any time.

7. Information of children

We do not knowingly collect information from children (i.e. minors under the age of 14), nor do we lock or direct our site to children. If we find that personal information about children has been collected or may be collected, we will immediately delete the relevant data.

8. Your rights

Unless otherwise provided by applicable Chinese laws and regulations, you have the following rights regarding your personal information:

Access your personal information. You can access your personal information.

Correct / update your personal information. You can contact us to correct or update the personal information you provide.

Delete your personal information. You can request the deletion of your personal information (i) if we process your personal information in violation of applicable laws and regulations; (ii) if we collect or use your personal information without your consent; (iii) if the processing of personal information violates an agreement between us; (iv) if you no longer use our products or services, or you have canceled your account; or (v) if we no longer provide you with our products or services.

Change the scope of your consent. You can change or withdraw your consent at any time. After you revoke your consent, we will no longer process your personal information. However, your withdrawal of consent will not affect the previous processing of your personal information.

Cancel your account. You can cancel your account at any time. After your account is cancelled, we will stop providing you with any services and will delete your personal information or anonymize it at your request, unless applicable laws and regulations otherwise provide.

9. Changes to this privacy policy

We reserve the right to amend or update this Privacy Policy at any time. We will post any changes to this Privacy Policy on this page. Without your explicit consent, we will not reduce your rights under this Privacy Policy.

10. How to contact us

If you have any questions, comments or suggestions about this Privacy Policy, you can contact us through IT@wuerth.cn.

Legal Information

You must read this Legal Information carefully before using this Site. Your access to and use of this site is deemed to be your agreement to all content under this legal statement and your willingness to accept and comply with it.

Intellectual Property Statement

The copyright and all other rights in all materials (including but not limited to all texts, pictures, videos, etc.) on this Site belong to Würth and / or its affiliates. You may only access, download, and / or copy for personal or non-commercial purposes, and your actions must retain the intellectual property statement under this statement.

Without Würth's written permission, you may not make any modification, edit, or dissemination of any content on this site, nor use it for any further commercial use in any form. Nothing contained on this site shall be deemed to imply, tacitly, or grant you any trademark, copyright, patent, or any other intellectual property right of Würth or its affiliates.

Disclaimer

Würth does not make any kind of promise or guarantee (including but not limited to the accuracy, completeness, marketability or applicability of the information, etc.) of any content on this site, and any party who uses or trusts this site Würth assumes no liability whatsoever for any direct, indirect, incidental, special, consequential or other damages arising out of any information contained herein.

General Terms and Conditions for Sales and Deliveries of Würth Line China

Version August 2021

1. General Provisions - Scope of Application

1.1 These General Terms and Conditions apply to all business transactions between specified legal entities and their branches under Würth Line China (hereinafter: “Seller”) and its customers (hereinafter: “Purchaser”), even if not referred to in subsequent contracts. They apply accordingly to works and services. These General Terms and Conditions shall apply exclusively. Terms and conditions of the Purchaser that conflict with, supplement or deviate from the present General Terms and Conditions shall not form part of the contract unless the Seller has given its express consent that they may apply.

1.2 The legal entities and their branches under Würth Line China referred in these general terms and conditions are:

• Würth (China) Co., Ltd, and its branches

• Würth Industry Service (China) (China) Co., Ltd and its branches

• Würth (Chongqing) Hardware & Tools Co., Ltd, and its branches

• Würth (Guangzhou) International Trading Co., Ltd, and its branches

• Würth (Tianjin) International Trading Co., Ltd, and its branches

• any company (legal entity or branch) affiliated to the aforesaid legal entities or branches

1.3 These General Terms and Conditions apply even if the Seller, while being aware of conflicting or deviating terms and conditions, carries out the delivery without reservations, or if the Seller does not enclose these General Terms and Conditions in future transactions in the particular case.

1.4 Separate agreements that are made in individual cases with the Purchaser shall prevail with regard to the stipulated regulations over these General Terms and Conditions unless otherwise stated.

1.5 Any other rights that go beyond these General Terms and Conditions that the Seller may have under statutory provisions shall not be affected.

1.6 These Terms and conditions are available in Chinese and in English. In the event of contradictions or lack of clarity, the Chinese version shall prevail.

2. Offer and Conclusion of Contract

2.1 The Seller’s offers are subject to confirmation and are non-binding unless they are expressly stated to be binding.

2.2 Orders of the Purchaser contain binding offers. The Seller may accept the orders within 10 days following receipt.

2.3 Decisive for determining the time of the conclusion of the contract shall be the receipt of the Seller’s confirmation of Order with the Purchaser or if the Order is carried out immediately the shipment of the ordered goods.

2.4 The Seller reserves the right to discontinue distributing individual products with former notice to the Purchaser within two weeks at any time on reasonable grounds and without liability.

2.5 Order and Conclusion via Speedy Touch / Speedy Touch

Subject to additional agreements between the Parties, Purchaser agrees to authorize employees of Seller to submit Order application on Purchaser’s behalf via Speedy Touch with Seller’s mobile devices on site.

The Seller shall deliver an order confirmation to the designated email address of the Purchaser within [3] business days upon receipt of Purchaser’s Order application. In case the Purchaser does not reply in writing within [5] business days upon receiving aforesaid Seller’s E-mail confirmation, such order shall be deemed as effective retrospectively as of the date of Seller’s issuance of the order confirmation. This Article shall be applied exclusively to transactions via Speedy Touch system.

3. Product Specification

3.1 If the contract concerns delivery items that are subject to technological change, the Seller is entitled to carry out the delivery of the goods in accordance with the manufacturer’s most recent data sheet, as amended from time to time, provided the usage for the contractually agreed purpose is not affected. Similarly, commercially obtainable deviations and other deviations resulting from legal requirements shall be allowed, provided the usage for the contractually agreed purpose is not affected. The Purchaser shall be obliged to advise the Seller if the Purchaser is only interested in the type ordered and that this type may under no circumstances differ.

3.2 Information about the goods distributed by the Seller (e.g. weight, measurements, utility values, load-bearing capacity, tolerances and technical data) as well as any images of the same (e.g., drawings and illustrations), especially information contained in brochures, type lists, catalogues, data sheets, advertising material, specifications and descriptions, functional specifications and other technical supply conditions, certificates (e.g., certificate of compliance) and other documents – constitutes no guarantee of the Seller as to the quality and state or durability of the goods.

3.3 Samples of the goods distributed by the Seller are deemed test samples and do not constitute a guarantee as to the quality and state of the goods, either, without a specific agreement to this effect. The applicable tolerances must be complied with.

3.4 As statistical means, data from the manufacturer concerning the reliability of the goods supplied serve exclusively orientation purposes and do not relate to individual deliveries or lots.

4. Prices/Adjustment of Prices

4.1 Unless otherwise agreed, during the term of these General Terms and Conditions, if there is an increase in the Seller’s procurement price for which the Seller is not responsible and which was not foreseeable by the Seller, especially if such increase results from the changes in the market prices, the affected material and raw material prices (including alloy content), the relevant exchange rates, the capacity utilization of manufacturers and/or other factors beyond the control of the Seller (e.g. anti-dumping duties, wage legislation, epidemics and pandemics, environmental protection requirements), which means the Seller could only buy the goods from its suppliers at less favorable conditions than those that were foreseeable at the time the contract was concluded with the Purchaser, either Party may request the conduct of new price negotiations. If the price negotiations do not result in an agreement, the Seller has the right to terminate the contract/order for the parts concerned.

4.2 The Seller shall be entitled to make deliveries or provide services only against prior payment or deposit, if after the conclusion of the contract the Seller becomes aware of circumstances that could considerably reduce the Purchaser’s creditworthiness and on account of which the Seller could run the risk that the Purchaser will not be able to settle its outstanding claims with the Seller resulting from the relevant contract. The same shall apply if the Purchaser refuses to pay the Seller’s outstanding claims or does not pay such and no legally established or undisputed objections have been raised against the Seller’s claims.

4.3 In the event of inflation exceeding the rate of 5% within a one-month period, the Seller shall be entitled to approach the Purchaser requesting negotiation of the prices. In the event that the Purchaser refuses to enter into renegotiations, or that either party declares the renegotiations failed, either Party has an extraordinary right of termination.

5. Terms of Payment

5.1 To the extent not otherwise agreed upon in writing, all invoices of the Seller must be paid forthwith, without any deduction whatsoever.

5.2 Bills of exchange and checks are accepted only on the basis of an express agreement in writing and only on behalf of payment. Discount charges and other costs in respect of a bill of exchange or a check must be borne by the Purchaser. The Seller’s rights under Section 9 of these General Terms and Conditions below remain unaffected until all claims under bills of exchange have been settled in full.

5.3 The Seller is entitled to count payments from the Purchaser towards the Purchaser’s oldest debt first. If costs and interest have already accrued, the Seller is entitled to count the payment towards the costs first, then towards interest, and finally towards the principal claim.

5.4 If the Purchaser does not accept the purchased goods after the reasonable period of additional time given to the Purchaser has elapsed (default of acceptance), the Seller shall be entitled to claim an administration fee for storage costs starting from this period. This fee shall amount to 1% of the purchase price without the need to furnish any specific proof for each started week.

6. Set off, Retention, Assignment

6.1 The Purchaser is only entitled to offset counterclaims or assert a right to retention if such claims have been confirmed by final court judgment/arbitration award.

6.2 The assignment of any claims of the Purchaser against the Seller shall require the Seller’s written consent to become effective. The Seller shall only refuse to give its consent on valid and reasonable grounds.

7. Time and Scope of Delivery, Reservation of Timely Supply to the Seller, Delay in Delivery

7.1 Delivery periods and dates shall only be binding for the Seller if the Seller explicitly states or confirms that they are binding. An agreed delivery period is deemed observed if the goods have left the Seller’s premises by the time the period expires or the Seller has informed the Purchaser that the goods are ready to be dispatched, but the goods have not left the Seller’s premises as a result of the Purchaser’s announcement that it will not accept such.

7.2 Agreed delivery periods shall begin with the dispatch of the Seller’s order confirmation; it shall not begin, however, until such time as the Purchaser has provided all documents, permits and releases that the Purchaser has to provide, all questions have been answered and the agreed down-payment, if any, has been received. In order for the delivery period or the delivery date to be observed, the Purchaser must timely and properly fulfil all of its other obligations. Compliance with the agreed delivery periods and delivery dates is subject to the condition that the Seller is timely and properly supplied by its own suppliers.

7.3 Partial deliveries are allowed, if the part deliveries are usable for the Purchaser within the framework of the contractually agreed purpose, the delivery of the remaining ordered goods is ensured and no significant work or additional costs are incurred by the Seller.

7.4 The Seller reserves the right to make excess or short deliveries of up to 5% of the quantity to be delivered for production-related technical reasons. There will be no refund for short deliveries.

8. Passing of Risk/Dispatch

8.1 The risk of an accidental loss or deterioration of the goods passes to the Purchaser at the latest with the delivery of the goods to the Purchaser or, if it is agreed that the goods will be shipped, already on the handing over of the goods to the shipping company, freight carrier or to any other person instructed to carry out the shipment. This shall also apply to part deliveries or if shipment is made “freight paid” or it has been agreed that delivery is free of charge. In the absence of written instructions from the Purchaser, the Seller will choose the carrier and the itinerary at its own discretion. At the request and expense of the Purchaser, the Seller will take out a transport insurance policy to insure the goods against the risks specified by the Purchaser.

8.2 If there is a delay in handing over or shipment for reasons for which the Purchaser is responsible, the risk shall pass to the Purchaser on the day the goods were ready to be dispatched and the Seller informed the Purchaser of such.

8.3 If the Seller chooses the manner of shipment, the dispatch route and/or the person to carry out the shipment, the Seller is solely liable for willful misconduct and gross negligence resulting from this choice.

9. Retention of Title

9.1 Title to the goods supplied shall remain vested in the Seller until all claims of the Seller against the Purchaser that arise from the business relationship have been settled in full. These claims also include claims under checks and bills of exchange, as well as current-account claims. If the Seller becomes liable under a bill of exchange in connection with payment, the retention of title does not expire until such time as an assertion of claims against the Seller under the bill of exchange is excluded. The Purchaser is under obligation to handle the goods that are subject to this retention of title clause with due care for the duration of the retention of title. In particular, the Purchaser is obligated to sufficiently insure the goods at the Purchaser’s own expense against damage by fire, water, and theft at their replacement value. The Purchaser assigns to the Seller already now all claims for compensation under this insurance. The Seller hereby accepts the assignment. If an assignment is not admissible, the Purchaser shall instruct its insurer to make payments, if any, solely to the Seller. Further-reaching claims of the Seller remain unaffected. Upon request, the Purchaser must provide the Seller with evidence of the conclusion of the insurance contract.

9.2 The Purchaser may sell the goods that are subject to this retention of title clause only within the framework of the ordinary course of business. The Purchaser is not entitled to pledge the goods that are subject to this retention of title clause or to assign them by way of security or to make any other disposition which jeopardizes the ownership of the Seller. In the event of attachments or other encroachments by third parties, the Purchaser must notify the Seller without undue delay in writing and furnish all necessary information; additionally, the Purchaser must inform the third party of the Seller’s property rights and assist with the measures taken by the Seller for the protection of the goods that are subject to this retention of title clause. The Purchaser bears all costs for which it is responsible and which are necessary for the removal of the encroachment and the recovery of the goods, to the extent that these costs cannot be obtained from the third party.

9.3 The Purchaser assigns to the Seller already now the claims arising from the resale of the goods with all ancillary rights, regardless of whether the goods that are subject to this retention of title clause are resold without or after further processing. The Seller accepts this assignment already now. If an assignment is not permissible, the Purchaser shall instruct the third-party debtor to make payments, if any, solely to the Seller. Subject to revocation, the Purchaser is authorized to collect the claims that have been assigned to the Seller on a trust basis on behalf of the Seller. All amounts collected must forthwith be remitted to the Seller. The Seller may revoke the authorization of the Purchaser to collect these claims, as well as the Purchaser’s authority to resell, if the Purchaser fails to properly fulfil its obligations to pay in relation to the Seller, if the Purchaser is in arrears with payment or stops payment, or if an application for the institution of insolvency proceedings against the assets of the Purchaser is filed. Any resale of these claims is subject to prior approval by the Seller. With the notification of the assignment to the third-party debtor, the Purchaser’s authority to collect expires. In the event of a revocation of the authority to collect, the Seller may require the Purchaser to disclose all claims assigned, as well as the respective debtors, to provide all information necessary for collection, to furnish the related documents, and to inform the debtors of the assignment.

9.4 In the event of default of payment on the part of the Purchaser, the Seller is entitled to rescind the contract without prejudice to its other rights. The Purchaser must immediately grant the Seller, or any third party commissioned by the Seller, access to the goods that are subject to this retention of title clause, must surrender such goods and inform the Seller where these goods are located. After a timely warning to such effect, the Seller may otherwise dispose of the goods that are subject to this retention of title clause for the purpose of satisfying its due claims against the Purchaser.

9.5 Any processing or transformation of the goods that are subject to this retention of title clause by the Purchaser shall take place on behalf of the Seller. The Purchaser’s right to acquire the goods that are subject to this retention of title clause continues in respect of the processed or transformed item. If the goods are processed, combined or mixed with other goods that are not owned by the Seller, the Seller acquires co-ownership of the new item in proportion to the ratio of the value of the goods delivered to the value of the other goods processed at the time of processing. The Purchaser shall store the new goods on behalf of the Seller. In all other respects, the item created through processing or transformation shall be governed by the same provisions as the goods that are subject to this retention of title clause.

9.6 If goods are delivered to destinations with other legal systems in which the retention of title rules set forth under nos. 9.1 to 9.5 above provide less security than in the People`s Republic of China, the Purchaser hereby grants the Seller a corresponding security interest. If further declarations or acts are necessary for this purpose, the Purchaser will make these declarations and perform these acts. The Purchaser will assist in all measures that are necessary for and conducive to the validity and enforceability of such security interests.

10. Claims based on Defects, Restriction on Use, Liability

10.1 The basis for any liability for defects by the Seller shall be the agreed quality of the goods. The specifications in the manufacturers’ data sheets shall be deemed the agreed quality, as defined in Sec. 615 Chinese Civil Code. The Seller warrants that the goods supplied have the characteristics that have been specified in writing – in verifiable technical parameters – by the manufacturer or by mutual agreement.

10.2 The goods supplied are intended solely for the purposes specified by the respective manufacturer in the individual product specification. These purposes do not include the use of the goods in life-saving or life-supporting medical equipment, in military systems, in nuclear plants, in aerospace technology, in combustion control systems, in transportation, in traffic, in safety equipment and in equipment or systems where a failure or malfunction of the product can, upon reasonable assessment, lead to death, bodily injury or damage to health or to an extraordinarily high property damage and/or financial loss (hereinafter “excluded usage”), unless the respective manufacturer or the Seller has expressly consented to using the product for such excluded usage and Purchaser obtains prior written consent from the Seller. If, however, the Purchaser uses a product for such excluded usage without obtaining the aforesaid express consent, the Purchaser shall bear the exclusive risk for such use. The Seller shall not assume liability for damages incurred in using the product for such excluded usage unless the Seller’s prior express and written consent has been obtained. The Purchaser undertakes to indemnify and hold the Seller harmless from any loss, damage, expenses, costs or any third party claims for bodily injury and/or damage to property that were caused by using the products for excluded usage without obtaining the prior written consent of the respective manufacturer or the Seller. To the same extent, the Purchaser shall be responsible for the suitability and safety of the goods for the applications used by the Purchaser, unless otherwise expressly agreed. The Seller gives no guarantee with regards to the goods, especially no guarantee in respect of the quality and state or durability of the goods.

10.3 If the Seller processes the goods to be supplied by Order of the Purchaser (e.g., if the Seller bends or cuts, de-reels or rewinds connections), the provisions under nos. 10.1 and 10.2 above apply accordingly. In this case, the Seller undertakes to process the goods with due care in accordance with the Purchaser’s specifications, as agreed upon in writing, without liability for the possible effects of such processing on the functioning of the product.

10.4 As a prerequisite for the Purchaser’s rights based on defects, the Purchaser must fulfil its legal duty to inspect and report any defects (Secs. 620, 621 Chinese Civil Code), in particular, examine the delivered goods upon receipt and report defects to the Seller in writing within seven working days upon receipt of the goods. In the event that the Purchaser fails to examine the goods properly and/or fails to report a defect, the Seller shall not be held liable for such defect. When reporting defects to the Seller, the Purchaser shall provide the Seller with a written description of the defects in the report. Seller shall perform inspection to verify the defect after the receipt of the defect report.

10.5 If the Seller delivers the goods in lots that allow a statistical receiving quality inspection according to the rules customary in this respect, at least this inspection must be performed as receiving inspection. The inspection must be carried out in accordance with the inspection conditions and criteria set forth in the relevant standard documents. Any lot accepted during this inspection will be deemed free of defects. A rejected lot will be replaced by the Seller with a lot that is free of defects subject to the return of the defective lot in its entirety. The Seller may instead replace the defective parts of the rejected lot with parts that are free of defects upon consultation with the Purchaser.

10.6 The Purchaser is obliged to firstly send the Seller the defect goods for examination at its own expense. Any necessary expenses incurred in examining and subsequent performance, especially transport, travelling, labor or material costs, shall only be borne by the Seller if it transpires during the examination that a defect actually exists, to the extent that there is no increase in these costs and expenses due to the fact that the goods have been brought to a place other than the delivery address by the Purchaser.

10.7 If the goods are defective, the Seller is initially entitled, within a reasonable period, to choose subsequent performance by remedying the defect or, by choosing to deliver goods that are free from defects. The Purchaser may return defective goods to the Seller for subsequent performance only upon prior approval in writing according to the Seller’s rules applicable for this purpose (RMA procedure). The risk of an accidental loss or deterioration of the goods does not pass until they have been accepted by the Seller at the Seller’s place of business. The Seller is entitled to refuse return shipments without a previously issued RMA number.

10.8 The Purchaser’s right to rescind the contract is excluded if the Purchaser is not able to return the goods received unless this inability is due to the fact that a return is impossible according to the nature of the goods received, the Seller is responsible for such inability, or the defect has only become apparent when processing or transforming the goods. The right to rescind the contract is further excluded if the Seller is not responsible for the defect or if the Seller has delivered custom-made goods.

10.9 The Purchaser's warranty claims shall be forfeited if the Purchaser tries to repair the goods either itself or through a third party or the Purchaser or a third party changes the goods without the Seller’s consent and as a result, remedying the defect is made impossible or unacceptably difficult.

10.10 The Seller is only liable in case of (a) damages covered from a guarantee issued by the Seller, (b) personal injuries sustained by the Purchaser, (c) property damages caused by willful misconduct or gross negligence of the Seller sustained by the Purchaser or (d) damages under the applicable laws for product defects (especially under the Product Quality Law). The Seller´s liability for slight negligence in case of property damages is excluded. In General, the damages shall be limited to the amount which at the time of concluding the contract was foreseeable as probable result from breach of contract. These exclusions of liability and limitations apply to the same extent in favor of the executive body, legal representatives, employees and other agents of the Seller.

10.11 If a warranty period is mutually agreed, the warranty period of the goods supplied by the Seller shall be no longer than one year upon the delivery of the goods (no longer than 6 months upon goods delivery for fastener black or natural color) . If the Purchaser raises no objection on the quantity or quality of the goods within the warranty period, the delivery is regarded as in conformity with the purchase contract or other agreement made by both parties, unless the defective goods have been used for a building in accordance with their normal manner of use and have caused this building to be defective. The Seller’s liability for damage or losses resulting from a breach of guarantee or from death, bodily injury or damage to health, for willful misconduct and gross negligence remains unaffected by this. The Seller’s liability set out in sentence 3 shall be subject exclusively to the statutory limitation periods, in particular, those set out in the Product Liability Act.

10.12 If the Seller comments on a claim based on defects that has been asserted by the Purchaser, this comment is not to be deemed an acknowledgement or the commencement of negotiations concerning the claim or the circumstances giving rise to the claim.

10.13 The Seller shall not bear any procurement risk for an obligation to supply unspecific goods with an explicit written agreement.

10.14 Unless other agreed by both parties, the Seller’s aggregate liability to the Purchaser for any claim whether in Purchase Order, written agreements, any contractual documents concluded by the parties hereto, warranty, tort (including, but not limited to, negligence and strict liability), or theory of recovery for any loss or damage concerning, arising out of, or resulting from the contractual products or Purchase Orders shall be capped at one hundred percent (100%) of the related Order Price. Despite above, the Seller’s aggregate liability to Purchaser for delay in delivery shall be capped at fifteen percent (15%) of the delayed amount in related Order Price.

11. Product Liability

11.1 The Purchaser may not modify the goods. In particular, the Purchaser may not modify or remove existing warnings about risks resulting from improper use of the goods. If this duty is violated, the Purchaser must internally indemnify and hold the Seller harmless from and against product liability claims of third parties to the extent that the Purchaser is responsible for the defect giving rise to liability.

11.2 If a product defect of the goods causes the Seller to make a product recall or to issue a product warning, the Purchaser shall assist the Seller and shall take all measures which have been ordered by the Seller and which the Purchaser can reasonably be expected to perform. The Purchaser is under obligation to bear the cost of the product recall or product warning to the extent that the Purchaser is responsible for the product defect and the damage sustained. Further-reaching claims of the Seller remain unaffected.

11.3 The Purchaser shall inform the Seller without undue delay in writing of any risks in the use of the goods and possible product defects of which the Purchaser becomes aware.

12. Force Majeure

12.1 If an event of force majeure prevents the Seller from performing its contractual obligations, in particular, from delivering the goods, the Seller is released from its obligation to perform for the duration of the impediment and a reasonable start-up period without being liable to the Purchaser for damages. The same shall applies if the performance of its obligations by the Seller is unreasonably complicated by, or becomes temporarily impossible due to, other unforeseeable circumstances for which the Seller is not responsible, especially industrial action, official acts, energy shortage, impediments to delivery on the part of a supplier, or significant disruptions of operations.

12.2 The Seller is entitled to rescind the contract if such an impediment continues for more than four months and the performance of the contract is no longer of interest to the Seller due to the impediment. At the request of the Purchaser, the Seller will declare after the expiration of this period of time whether it will make use of its right to rescind the contract or whether it will deliver the goods within a reasonable period of time.

12.3 In so far as the Purchaser cannot be expected to accept the supply or service as a result of the delay, the Purchaser may withdraw from the contract by means of a written notification to the Seller.

13. Industrial Property Rights and Copyrights

13.1 If a delivery comprises software or other intellectual property, such software or other intellectual property will be provided to the Purchaser subject to a copyright and user license, the terms and conditions of which can be gathered from the license agreement accompanying the software or other intellectual property. The present General Terms and Conditions grant no rights or license to use such software or other intellectual property in any manner, or for any purpose, not expressly permitted in the license agreement.

13.2 Unless otherwise agreed, the Seller is obligated to carry out the delivery free of industrial property rights and copyrights of third parties (property rights) only in the country where the place of delivery is located.

14. Export, Export Control, Disposal

14.1 The goods supplied are intended to remain in the country of delivery agreed upon with the Purchaser. The Purchaser may not export goods to the country that are subject to embargo provisions.

14.2 The goods supplied are particularly subject to European, American and Chinese export controls and embargo provisions. It is the Purchaser’s responsibility to inform itself of the relevant export and/or import provisions or restrictions and to obtain according permits, if necessary.

14.3 The Purchaser will impose the aforesaid obligations on its customers.

15. Confidentiality Information

All supplies, blueprints, sketches, drawings, specifications, and other technical or commercial information furnished by, created or produced by Seller for Purchaser in furtherance of the Contract shall remain or become Seller’s property and shall be deemed to be the confidential information of Seller. Such confidential information shall not be reproduced, given or disclosed to any third party by Purchaser without Seller’s prior written consent and nothing in the contract shall be deemed to grant Purchaser any rights to use all or any of Seller’s confidential information except for the purposes contemplated in the Contract. All confidential information shall be returned to Seller or Seller’s designated representative upon completion of the Contract or upon Seller’s demand. Any information which Seller may disclose to Purchaser with respect to the design, manufacture, sale or use of the items covered by the Contract shall be deemed to have been disclosed to Seller for use only in connection with the Contract. Purchaser, therefore, shall not supply such items to others without Seller’s prior written consent.

16. Final Provision

16.1 Seller is entitled to terminate the contract in case of any other contractual breaches by Purchaser. Purchaser shall compensate Seller for all losses occurred to Seller thereof. Seller reserves the right to cancel or suspend this Contract in whole or in part by written notice, for its convenience without bearing the liability for breach of contract.

16.2 Any transfer of the Purchaser’s rights and obligations to a third party shall require the Seller’s written approval in order to be binding on the Seller.

16.3 Service of all notices under the contract shall be sufficient if given personally by mail, over night mail, fax, electronically scanned e-mail attachment or other similar means at the address set forth in the contract, or to such address as such party may provide in writing from time to time. All notices shall be effective upon receipt.

16.4 In case of any disputes arising out of or in connection with this General Terms and Conditions and contract/orders/transaction documents that referring to this General Terms and Conditions, either party shall submit the dispute to the Court where the contract is executed (Shanghai Pudong New District)for litigation.

16.5 The legal relations between the Seller and the Purchaser shall be governed by the laws of the People´s Republic of China to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

16.6 If any provision in these General Terms and Conditions is or becomes in valid or impracticable in whole or in part, or if these General Terms and Conditions contain a gap, this shall not affect the validity of the remaining provisions hereof. The invalid or impracticable provision shall be deemed replaced with such valid or practicable provision as comes closest to the purpose of the invalid or impracticable provision. In the case of a gap, such provision shall be deemed agreed upon as corresponds to what would have been agreed upon according to the purpose of these General Terms and Conditions if the contracting parties had contemplated the matter from the beginning.

16.7 Purchaser undertakes to abide by Wuerth Code of Compliance (a most updated copy of which can be accessed and retrieved at https://www.wuerth.cn/media/downloads/pdf/compliance_1/CN_Code_of_Compliance.pdf). In case of any violation of Wuerth Code of Compliance by Purchaser, Seller shall be entitled to terminate any agreement concluded by the parties hereto without bearing any liability, and Purchaser shall defend, indemnify and hold Seller harmless from any direct or indirect loss, expense, costs and third party claims arising therefrom.

Acknowledged, agreed to and accepted by：

Purchaser：

[Customer’s official company name] (company chop)

Signature of authorized representative:

Date:

Seller ：

[Würth’s official company name] (company chop)

Signature of authorized representative:

Date: