Terms & Conditions

General terms and conditions

Version 2025.1

English version: In case of unclarity or doubt the German version prevails and is legally binding.

Article I: General provisions

The following terms of delivery apply without exception to the legal relationship between the Supplier and the Purchaser in connection with the Supplier’s deliveries and/or services (hereinafter referred to as „supplies“). The Purchaser’s general terms and conditions shall apply only if expressly accepted by the Supplier in writing or in electronic form. The scope of delivery shall be determined by the parties‘ congruent mutual written declarations.
The Supplier herewith reserves any industrial property rights and/or copyrights and rights of use pertaining to their cost estimates, drawings and other documents (hereinafter referred to as „documents“). The documents may only be made accessible to third parties with the prior consent of the Supplier and must be returned to the Supplier immediately upon request if the order is not placed with the Supplier. These sentences shall apply mutatis mutandis to documents of the Purchaser; these may, however, be made accessible to such third parties to whom the Supplier has rightfully subcontracted Supplies.
The Purchaser has the non-exclusive right to use software packages, such as bootloaders, firmware and other tools of the Supplier, with the agreed performance parameters in unchanged form on the agreed devices. Bootloaders will be delivered pre-installed on the devices. The device hardware for this is designed and manufactured by the Supplier. This includes, among other things, all circuit boards, including processors. Firmware is application software that is installed on the Supplier’s product via a boot loader or application software that is loaded onto third-party hardware (e.g. PLC, display). The firmware is responsible for the functions of the relevant modules or for the Supplier’s product. Other tools include Windows applications (e.g. Logfileviewer) or predefined Excel tables, which are required for certain calculations.
Partial deliveries are allowed, unless they are unreasonable for the Purchaser.
The term „claims for damages“ in these Terms and Conditions also includes claims for reimbursement of the costs in vain incurred.
The Supplier may assign or subcontract its obligations under the contract to third parties.

Article II: Prices, terms of payment and set-offs

All prices are generally quoted in euros. They can be quoted in a different currency only in exceptional cases, after explicit agreement of the Supplier, based on the conversion rate of the European Central Bank to the Euro at the time of the offer, excluding VAT and/or other charges.
The prices are quoted ex works, excluding packaging, loading (e.g. crane costs) and customs, where relevant, plus VAT at the applicable rate.
If the Supplier has taken on the installation or assembly in exceptional cases and nothing else has been agreed, the Purchaser shall bear all necessary ancillary costs such as travel and transport costs in addition to the agreed remuneration.
Payments shall be made free Supplier’s paying agent. Any additional costs for payment transactions to the Supplier’s business account shall be borne by the Purchaser.
The Purchaser is only entitled to set off undisputed or legally established claims.
Where the Purchaser is in default of payment, the Supplier will be entitled to charge interest at a rate of 9 percentage points above the base rate.
If the parties have agreed on payment by instalments, the Supplier will have the right to suspend their activities in respect of the next instalment if an invoice in respect of a previous instalment has not been paid on time. In this case, any delivery times or schedule that may have been agreed become invalid.
If, in exceptional cases, there is a cash discount agreement, this will end automatically as soon as there is a delay in payment (including partial payments) and/or if all other payments due have not been made by the time the discounted invoice amount is received at the latest. Discounts already granted or deducted shall be paid accordingly.
Unless expressly agreed, the price does not include import duties, levies and taxes, fees or other charges or costs necessary for the performance of the contract, as well as travel, hotel and subsistence allowances (per diem) for employees or agents of the Supplier. These shall be reimbursed separately to the Supplier.
If the product costs increase due to changes in material prices and/or labour costs, which occur after the conclusion of the contract, we reserve the right to charge the price applicable at the time of delivery. We also reserve the right to recalculate in a manner reasonable to the Purchaser in the event that the subject matter of the contract has been furnished with technical improvements compared to the contract date. For release orders, the prices valid on the date of delivery or when acceptance is due are always charged. This also applies to release orders from consignment stock. In the event of non-agreed small quantities, we will be entitled to levy surcharges to cover costs or to reduce discounts. If the Purchaser announces a delay before the start of production, the reservation of price adjustments applies equally as in paragraph 1 of this section.
We also reserve the right to recalculate in a manner reasonable to the Purchaser in the event that the subject matter of the contract has been furnished with technical improvements compared to the contract date.
For release orders, the prices valid on the day of delivery or when the acceptance is due shall always be charged.
If the Purchaser purchases smaller quantities than agreed, the Supplier will be entitled to levy surcharges to cover costs or to make appropriate reductions to discounts granted.
In the case of delivery „ex works“, we are entitled to invoice the goods as soon as they are ready for delivery. In the case of sale by delivery to a place other than the place of performance, entitlement to the invoice shall arise upon handover to the carrier.

Article III: Retention of title

The items delivered (reserved goods), whether through delivery with installation/assembly or upon receipt of the invoice, for which the purchase price becomes immediately due or for which a payment deadline of up to and including fourteen (14) days after delivery is agreed upon, will remain the property of the Supplier until the payment has been made in full.
In all other cases, the delivery items (reserved goods) remain the property of the Supplier until all claims against the Purchaser arising from the business relationship have been settled in full. If the value of all security interests to which the Supplier is entitled exceeds the amount of all secured claims by more than 20 %, the Supplier shall release a corresponding part of the security interests at the request of the Purchaser; the Supplier will be entitled to choose between different security interests when releasing the security interests.
During the existence of the reservation of title, the Purchaser is prohibited from pledging or transferring ownership by way of security and resale is only permitted to resellers in the ordinary course of business and only on condition that the reseller receives payment from its Purchaser or makes the reservation that ownership is not transferred to the Purchaser until the latter has fulfilled its payment obligations.
If the Purchaser resells goods subject to retention of title, they hereby assign their future claims from the resale against his Purchaser with all ancillary rights – including any balance claims – to the Supplier by way of security, without any further special declarations being required. If the reserved goods are resold together with other items without an individual price having been agreed for the reserved goods, the Purchaser shall assign to the Supplier that part of the total price claim which shall correspond to the price of the reserved goods invoiced by the Supplier.
a. The Purchaser is permitted to process the goods subject to retention of title or to mix or combine them with other objects. The processing is carried out on behalf of the Supplier. The Purchaser shall keep the resulting new item on behalf of the Supplier with the due care of a prudent businessman. The new item will be regarded as reserved goods.
b. The Supplier and the Purchaser hereby agree that in the event of combination or mixing with other items not belonging to the Supplier, the Supplier shall in any case be entitled to co-ownership of the new item in the amount of the share resulting from the ratio of the value of the combined or mixed reserved goods to the value of the other goods at the time of combination or mixing. In this respect, the new item shall be deemed to be reserved goods.
c. The provision on the assignment of claims under No. 4 shall also apply to the new item. However, the assignment shall only apply up to the amount corresponding to the value of the processed, combined or mixed reserved goods invoiced by the Supplier.
d. If the Purchaser combines the goods subject to retention of title with real estate or movable property, they shall also assign to the Supplier by way of security their claim to which they are entitled as remuneration for the combination, including all ancillary rights, in the amount of the ratio of the value of the combined goods subject to retention of title to the other combined goods at the time of the combination.
Until revoked, the Purchaser shall be authorised to collect assigned claims from the resale. In the event of good cause, in particular, default of payment, cessation of payments, opening of insolvency proceedings, protest of a bill of exchange or justified indications of over-indebtedness or imminent insolvency of the Purchaser, the Supplier will be entitled to revoke the Purchaser’s collection authorisation. In addition, the Supplier may, after prior warning and observance of a reasonable period of time, disclose the assignment by way of security to the debtor, realise the assigned claims and demand that the Purchaser disclose the assignment by way of security.
In the event of seizure, confiscation or other dispositions or interventions by third parties, the Purchaser shall notify the Supplier without delay. If a legitimate interest can be substantiated, the Purchaser must immediately provide the Supplier with the information required to assert his rights against the Purchaser and hand over the necessary documents.
In the event of breaches of duty by the Purchaser, in particular, in the event of default in payment, the Supplier will be entitled to withdraw from the contract in addition to taking back the reserved goods following expiry of a reasonable remedy period set by the Supplier; the statutory provisions providing that a remedy period is not needed shall remain unaffected. The Purchaser is obliged to surrender the reserved goods. The fact that the Supplier takes back reserved goods and/or exercises the retention of title, or has the reserved goods seized, shall not be construed to constitute a withdrawal from the contract, unless the Supplier so expressly declares.

Article IV: Time limits for deliveries; delays

Unless otherwise agreed, the Purchaser can request changes to the configuration of the ordered product up to a maximum of five (5) working days from the date of the order confirmation. Changes to the product afterwards are usually not possible (design freeze). The Supplier reserves the right to reject the Purchaser’s change requests, to charge surcharges for changes and additional costs for duplicate work and/or to suspend or reasonably extend delivery periods.
Unless otherwise agreed, agreed (delivery) dates shall be postponed if:
a) the Purchaser requests changes to the final design submitted for the order from the Supplier after more than 5 (five) working days;
b) the Purchaser fails to comply in full with all technical, administrative or commercial requirements in a timely manner;
c) the Purchaser requests changes to the Product after the date of the order confirmation;
d) The Supplier does not receive payment (instalments), in particular, advance payments for orders for the products or services, on the due date.
The compliance with delivery deadlines is contingent upon the timely receipt of all necessary documents, approvals, and authorizations to be provided by the Purchaser, particularly plans, as well as the adherence to the agreed-upon payment terms and other obligations by the Purchaser. f these requirements are not fulfilled in a timely manner, the deadlines will be extended appropriately; however, this does not apply if the delay is attributable to the Supplier.
If the non-compliance with the deadlines is due to
a. force majeure, e.g. mobilisation, war, acts of terrorism, riot, strike, lockout or similar events,
b. viruses and other attacks by third parties on the Supplier’s IT system,
c. obstacles arising from German, US-American, or other applicable national, EU, or international regulations of foreign trade law; or other circumstances beyond the control of the Supplier, or due to
d. failure to supply the Supplier on time or in the correct manner, due to sanctions or a pandemic, the deadlines shall be extended accordingly.
If the Supplier is in default and the Purchaser asserts a claim for damage caused by default, the Purchaser must prove why and in what amount they have incurred damage.
Both claims for damages by the Purchaser due to delivery delays and claims for damages in lieu of performance are excluded in all cases of delayed performance. This does not apply in the case of grossly negligent or intentional breaches of duty and for damage arising from injury to life, limb or health. The Purchaser may only withdraw from the contract due to delays in delivery if the Supplier is responsible for the delay. This does not imply a change in the burden of proof to the detriment of the Purchaser.
If the ordered goods or partial deliveries are notified ready for dispatch and are not collected by the Purchaser within one month after notification of readiness for dispatch, the Purchaser may be charged storage fees of EUR 500 per APS/MCS, EUR 300 per BAT or EUR 1000 per skid for each additional started month. For all other products and materials, a storage fee of 0.5% of the price of the items available for delivery, but no more than 5% in total, can be charged.

Article V: Transfer of risk

The risk passes to the Purchaser even in the case of carriage free delivery when the goods are dispatched or picked up without installation or assembly. Upon the Purchaser’s request, the Supplier will arrange insurance against the usual transport risks at the purchaser’s expense.
If the shipment, delivery, commencement, or completion of the installation is delayed due to reasons caused by the Purchaser, or if the Purchaser is otherwise in default of accepting the goods, the risk transfers to the Purchaser upon the product being stored at the Supplier’s premises. The Supplier may request a formal confirmation of the transfer of ownership after one month from the notification of readiness for shipment has elapsed. From the transfer of risk, the Purchaser bears the risk and costs of any technical changes required due to new regulations or standards.

Article VI: Commissioning and service

Unless otherwise agreed in writing, the following provisions shall apply to commissioning and, if applicable, assembly:

The Purchaser shall assume the following at their own expense and provide them in good time:
a. all earthworks, construction work and other ancillary work outside the trade, including the skilled and unskilled labour, building materials and tools required for this;
b. The necessary items and materials for assembly and commissioning, such as scaffolding, lifting equipment, and other devices, fuel, and lubricants;
c. Energy and water at the place of use, including the connections, heating, and lighting. Adequate, suitable, dry, and lockable spaces for the storage of machine parts, equipment, materials, tools, etc., and suitable working and living areas for the assembly personnel, including sanitary facilities appropriate to the circumstances. In addition, the Purchaser shall take measures to protect the Supplier’s and assembly personnel’s property on the construction site, as they would do for their own property.
d. Protective clothing and safety devices necessary due to specific conditions at the assembly site.
Prior to commencement of the installation work, the Purchaser shall provide the necessary information on the location of concealed electricity, gas and water lines or similar installations as well as the required structural data without being requested to do so.
Prior to the commencement of installation or assembly, all supplies and items necessary for carrying out the work must be available at the installation or assembly site, and all preliminary work must be sufficiently advanced so that the installation or assembly can commence as agreed and be carried out without interruption. The access routes and the installation or assembly area must be levelled and cleared.
If the installation, assembly, or commissioning is delayed due to circumstances not attributable to the Supplier, the Purchaser shall bear the costs of waiting time and any additional travel expenses incurred by the Supplier or the assembly personnel, to a reasonable extent.
On a weekly basis, the Purchaser or their representative must promptly provide the Supplier with a confirmation of the the field assignment, confirming the duration of the assembly personnel’s working hours and the completion of the installation, assembly, or commissioning. If this is not done, the Purchaser must notify any defects or hindrances in writing within 5 (five) working days. Otherwise, the performance shall be deemed to have been accepted after expiry of this period, provided that the Supplier has informed the Purchaser of these consequences at the beginning of the period.
If the Supplier demands acceptance of the works after completion, the Purchaser shall carry this out within two weeks. Acceptance shall be deemed to have taken place if the Purchaser allows the two-week period to elapse or if the supplies have been put into operation.
Schedule changes, assignment termination, waiting times or days due to lack of work or short-time work, which arise through no fault of the Supplier, will be invoiced. If a postponement, cancellation or delay occurs shortly before the performance of the service for which the Supplier is not responsible, the Supplier will be entitled to charge the following fees:
a) For less than 5 (five) working days up to 2 (two) working days, 25% of the service charge for one day in accordance with the Supplier’s official price list.
b) For less than 2 working days up to 24 hours, 50% of the service charge for one day in accordance with the Supplier’s official price list.
c) If less than 24 hours, 100% of the service charge for one day in accordance with the Supplier’s official price list. For trips abroad, the departure date applies to the above-mentioned liquidated damages. Trip terminationcosts shall incur a processing fee of 15%. The Purchaser reserves the right to prove that only minor damage has occurred.

Article VII: Acceptance and delivery

As part of the product delivery, the parties can agree to a factory acceptance test (FAT) on-site at the Supplier’s premises, remote (FAT Remote), or, in exceptional cases, explicitly agree to a separate site acceptance test.
a) Factory acceptance means the explicit or implicit acceptance of the factory acceptance test by both parties through the signing of a document or the collection of the product from the Supplier’s factory by the Purchaser.
b) Site acceptance means the explicit or implicit acceptance of the site inspection of the product by both parties through the signing of a document or the commissioning of the product at the Purchaser’s site.

Article VIII: Material defects and warranty

The Supplier shall be liable for material defects as follows:

The Purchaser is obliged to inspect the products or services at pick up or or immediately after delivery for transport damage or other damage upon delivery. The Purchaser shall report visible defects in writing within seven (7) days of delivery of the Products or provision of the Services or within seven (7) days of discovery of the defect, describing in detail the nature of the defect, using the Supplier’s standard service request, quoting the project number and serial number. At the Supplier’s request, the Purchaser is obliged to send the defective Product to the Supplier’s works, DDP, in accordance with Incoterms 2020.
All parts or services showing a material defect shall, at the Supplier’s discretion, be repaired, replaced or provided again free of charge, provided that the cause of the defect already existed at the time of the transfer of risk.
Claims for subsequent performance shall lapse 24 months after the transfer of risk; the same shall apply to withdrawal and reduction. This time limit does not apply in cases where Section 438 (1) No. 2 of the German Civil Code (BGB) prescribes longer periods, (buildings and items used for buildings), intentional actions, fraudulent concealment of defects, or non-compliance with a quality guarantee. Claims for reimbursement of expenses of the Purchaser pursuant to Section 445a BGB (recourse of the Seller) shall also become time-barred 24 months after the transfer of risk. A longer period for subsequent performance (warranty) may be agreed separately by explicit agreement and in the case of commissioning of products by a suitably qualified employee of the Supplier.
The statutory provisions on suspension of expiry, suspension and recommencement of time limits shall remain unaffected. The suspension of the limitation period pursuant to Section 445b (2) BGB shall in any event end no later than five years after the date on which the Supplier delivered the goods to the Purchaser. Notification of defects by the Purchaser shall be made immediately in writing or in text form using the Supplier’s standard service request, stating all relevant and necessary product-specific details (serial number, location, Purchaser’s plant number, …)
In the event of claims for defects, payments by the Purchaser may be retained to an extent that is in reasonable proportion to the material defects that have occurred. The Purchaser shall not have a right of retention if its claims for defects are time-barred. If the notification of defects is unjustified, the Supplier will be entitled to demand reimbursement of the expenses incurred by it from the Purchaser.
The Supplier shall be given the opportunity to remedy the defect within a reasonable period of time.
If the subsequent performance fails after the third (3) attempt, the Purchaser may – without prejudice to any claims for damages pursuant to No. 13 – withdraw from the contract or reduce the remuneration.
Warranty claims are excluded in cases of minor deviations from the agreed quality or minor impairment of usability, normal wear and tear or damage caused by improper or negligent handling, excessive wear and tear, unsuitable operating materials, defective construction work, unsuitable building ground or as a result of particular external influences, which are not provided for under the contract. Furthermore, the warranty cover excludes any claims arising from improper modifications, installation/removal or repair work carried out by the Purchaser or by third parties.
Claims of the Purchaser for expenses incurred for the purpose of subsequent performance shall be excluded to the extent that expenses increase because the subject-matter of the Supplies has subsequently been brought to another location than the Purchaser’s branch office or to the project site. This shall apply mutatis mutandis to claims for reimbursement of expenses of the Purchaser pursuant to Section 445a of the German Civil Code (recourse of the Seller), provided that the last contract in the supply chain is not a purchase of consumer goods.
The Purchaser’s right of recourse against the Supplier pursuant to Section 445a of the German Civil Code (BGB) (Seller’s right of recourse) shall only exist to the extent that the Purchaser has not entered into any agreements with its Purchaser exceeding the scope of the statutory claims for defects.
Excluded are any kind of claims for damages by the Purchaser due to a material defect in respect of consequential loss, loss of production liability for loss of profit, loss of revenue, loss of use, loss of production, capital costs or costs associated with the interruption of operations, loss of anticipated savings or for any special, indirect or consequential loss or damage. Any further liability shall not apply to direct or indirect consequential damage or expenses for repair or replacement or other payments without the Supplier’s consent. The Supplier shall not be liable for defects or damage caused by lightning, earthquake, rain, negligence, misuse or other extraordinary circumstances beyond its control. This shall not apply in the event of fraudulent concealment of the defect, non-compliance with a quality guarantee, injury to life, limb or health and in the event of an intentional or grossly negligent breach of duty by the Supplier. The above provisions do not imply a change in the burden of proof to the detriment of the Purchaser. Further claims or claims other than those regulated in this Article VIII on account of a material defect are excluded.
Material defects due to improper storage (from collection to commissioning, the storage conditions in accordance with the data sheet and operating instructions must be expressly observed), transport, installation or commissioning can lead to the Supplier’s liability for material defects and subsequent performance (warranty) being voided.

Article IX: Industrial property rights and copyrights; defects of title

Unless otherwise agreed, the Supplier is obliged to provide the supplies only in the country of the place of delivery, without infringing any industrial property rights and copyrights of third parties (hereinafter referred to as property rights). If a third party raises legitimate claims against the Purchaser due to the infringement of property rights by deliveries made by the Supplier and used in accordance with the contract, the Supplier is liable to the Purchaser as follows:
a. The Supplier shall, at their option and expense, either obtain a right of use for the supplies concerned, modify them so that the property rights are not infringed or replace them. If this is not possible for the Supplier under reasonable conditions, the Purchaser is entitled to the statutory rights of withdrawal or reduction.
b. The Supplier’s obligation to pay damages shall be governed by the statutory provisions.
c. The aforementioned obligations of the Supplier shall only exist insofar as the Purchaser immediately notifies the Supplier in writing of the claims asserted by the third party, does not acknowledge an infringement and all defensive measures and settlement negotiations remain reserved for the Supplier. If the Purchaser ceases to use the Supplies in order to mitigate damages or for other good cause, they shall be obliged to point out to the third party that such cessation of use does not constitute an acknowledgement of an infringement of the property rights.
Claims of the Purchaser are excluded insofar as he is responsible for the infringement of property rights.
Claims by the Purchaser are also excluded if the infringement of industrial property rights is caused by special specifications by the Purchaser, by an application that the Supplier could not foresee or by the delivery being modified by the Purchaser or used together with products not supplied by the Supplier.
In the event of infringements of property rights, the provisions of Article VIII No. 6, 7, 10 and 11 shall apply mutatis mutandis to the claims of the Purchaser regulated in No. 1(a).
In the event of other defects of title, the provisions of Article VIII shall apply mutatis mutandis. Further claims or claims other than those regulated in this Article IX of this Article against the Supplier and the Purchaser of its proxy due to a defect of title are excluded.

Article X: Conditional performance

The performance of the contract is subject to the condition that there are no obstacles arising from German, US- American, or other applicable national, EU, or international regulations of foreign trade law, as well as no embargoes or other sanctions, which would prevent both the initial delivery and the final fulfilment of the order.
The Purchaser is obliged to provide all information and documents required for the export, transfer or import. In exceptional cases, this can be done by the Supplier.
In the event of a breach of the Purchaser’s obligation under No. 2, the Supplier will be entitled to charge EUR 1,000 for the replacement. If the expenses exceed EUR 1,000, the Supplier will be entitled to invoice according to effort occured and the currently valid price list.

Article XI: Impossibility; adjustment of contract; withdrawal

To the extent that delivery is impossible, the Purchaser will be entitled to claim damages, unless the Supplier is not responsible for the impossibility. However, the Purchaser’s claim for damages shall be limited to five (5) % of the value of that part of the delivery which cannot be used for its intended purpose due to the impossibility. This does not apply to liability for intent, gross negligence or injury to life, body or health or any other liability which cannot be excluded under applicable law; the above provisions do not change the burden of proof to the detriment of the Purchaser.
Insofar as events within the meaning of Article IV No. 2 a) to c) significantly change the economic significance or the content of the delivery or have a significant effect on the Supplier’s business, the contract shall be adjusted appropriately in good faith. Insofar as this is not economically justifiable, the Supplier will be entitled to withdraw from the contract. The same applies if required export licences are not granted or cannot be used. If he wishes to make use of this right of withdrawal, he shall notify the Purchaser thereof without undue delay after having realised the consequences of the event, even if an extension of the delivery period had initially been agreed with the Purchaser.
Should the Purchaser declare a withdrawal from the contract for reasons for which the Supplier is not responsible, this must be sent to the Supplier by registered letter with acknowledgement of receipt. In the event of agreed delivery times of more than 24 weeks, the Supplier will be entitled to charge a flat-rate cancellation fee on the following scale:
– Cancellation less than 60 days after order confirmation: 30 % of the delivery price
– Cancellation between 61 and 90 days after order confirmation: 70 % of the delivery price
– Cancellation later than 90 days after the order confirmation: 100 % of the delivery price
The Supplier will be entitled to claim compensation for any higher damage insofar as this exceeds the above cancellation fees.

Article XII: Other claims for damages

Unless otherwise stipulated in these GTC, claims for damages by the Purchaser are excluded, irrespective of the legal grounds, in particular due to breach of duties arising from the contractual obligation.
This does not apply insofar as liability is assumed as follows:
a. under the Product Liability Act,
b. in cases of intent,
c. in cases of gross negligence by owners, legal representatives, or senior employees,
d. in cases of fraud,
e. in the event of non-compliance with an assumed guarantee,
f. due to culpable injury to life, body or health, or
g. due to the culpable breach of material contractual obligations.
However, the claim for damages for breach of material contractual obligations shall be limited to the foreseeable damage typical for the contract, unless another of the aforementioned cases applies.
The above provisions do not imply a change in the burden of proof to the detriment of the Purchaser.

Article XIII: Re-Export Prohibition

The Purchaser shall not sell, export or re-export, directly or indirectly, to the Russian Federation or Belarus or for use in the Russian Federation or Belarus any goods supplied by WSTECH under or in connection with his order (including, but not limited to, hardware, software, technology and corresponding documentation) (“Goods”).
The Purchaser shall undertake its best efforts to ensure that the purpose of paragraph 1 is not frustrated by any third parties further down the commercial chain, including by possible resellers.
The Purchaser 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 1.
Any violation of paragraphs 1, 2 or 3 shall constitute a material breach of an essential element of this Agreement, and Supplier shall be entitled to seek appropriate remedies, including, but not limited to:
a) request a plan to remedy the infringement,
b) claim penalties according to suppliers AGBs or at minimum in line with HGB
c) rescind the relevant PO/Contract without any penalties
d) suspend any of its business relationships with the Purchaser and/or any Purchaser Affiliate, until the breach of paragraph 1 is remedied; and/or
e) terminate the PO/Contract without any penalties
The Purchaser shall immediately inform the Supplier about any problems in applying paragraphs 1, 2. or 3, including any relevant activities by third parties that could frustrate the purpose of paragraph 1. The Purchaser shall make available to Supplier information concerning compliance with the obligations under paragraph 1, 2 and 3 within two weeks of the simple request of such information.
Purchaser will indemnify and hold harmless WSTECH, its affiliates, subcontractors, and their representatives, against any claims, damages, fines and costs (including attorney’s fees and expenses) relating in any way to Purchaser’s noncompliance with paragraphs 1, 2, 3 or 5

Article XIV: Export control compliance

1.1. Export Regulations
Purchaser will comply with all applicable Export Regulations.

1.2. Required information
Purchaser will promptly provide, upon request, information about users, the intended use, the location of use, and the final destination of the Offerings.

1.3. Special data handling
If Purchaser intends to disclose to Supplier any information that is defense-related or requires controlled or special data handling, Purchaser will:
a. notify Supplier in advance; and
b. use the disclosure tools and methods WSTECH requires.

1.4. Export checks for Offerings
Before Purchaser performs any transaction with a third party concerning the Offerings delivered by WSTECH, it will check and certify by appropriate measures (e.g., monitoring) that:
a. Purchaser does not violate any Export Regulations with its use, transfer, or distribution of such Offerings, the brokering of contracts, or the provision of other economic resources in connection with Offerings, also considering any prohibitions to get around these (e.g., by undue diversion);
b. the Offerings are not intended for prohibited or unauthorized non-civilian purposes (for example: armaments, nuclear technology, or any other defense and military use); and
c. Purchaser has screened all direct and indirect parties involved in the receipt, use, or distribution of the Offerings against all applicable restricted party lists of the Export Regulations concerning trading with the entities, persons, and organizations listed there.

1.5. Semiconductor development
Purchaser will not, without Supplier’ prior written consent, use Offerings to develop or produce integrated circuits at any advanced semiconductor fabrication facility located in the Peoples Republic of China and further restricted locations meeting the criteria specified in the U.S. Export Administration Regulations, 15 C.F.R. 744.23.

1.6. Reservation and suspension
1.6.1. Reservation. Supplier will not have to fulfill any Order if prevented by:
a. impediments arising out of national or international foreign trade issues;
b. impediments arising out of customs requirements; or
c. any Export Regulations.
1.6.2. Suspension. Supplier may limit or suspend access to the Offerings by Purchaser or Purchaser’s users if Export Regulations require so.

1.7. Breach of Export Regulations
Any violation of this Article XIV is a material breach of the Order and entitles Supplier to, e.g.:
a. suspend or terminate the Order; and
b. penalties in the amount of 5% of the total price paid under the Order if Article XIII is breached.