General terms and conditions of supply of the MAHLE group companies(AVLB 01-2020)
I. Application of the GTCSS
1. The following General Terms and Conditions ofSale and Supply (GTCSS) apply to all business
relationships between customers (hereinafter referred to as “Customer”) and the respective MAHLE
company. The GTCSS apply only to entrepreneurs
within the scope of their commercial or self-employed operations (Section 14 of the German-civil
Code (Bürgerliches Gesetzbuch – BGB)).
2. The GTCSS apply, in particular, to any agreements for the sale and/or supply of Goods (hereinafter referred to as “Goods”) produced by MAHLE
or purchased from external suppliers. The GTCSS,
as amended from time to time in their respective
valid version and within their scope as a generalagreement, also apply to any future agreements
for the sale and/or supply of Goods with the same
Customer without MAHLE having to make reference thereto in each individual case. The GTCSS
correspondingly apply to work and services provided. For work and services provided, the approvalof work and receipt of services shall replace theapproval of Goods supplied.
3. The Customer achnowledges and accepts the
GTCSS by receiving MAHLE’s confirmation and/or approving the ordered Goods. MAHLE herewith
explicitly rejects any deviating or additional generalterms and conditions of the Customer. They shallnot become part of the agreement, neither by accepting the order nor through any other implied
action.
4. Individual agreements concluded with the Customer on a case-by-case basis that deviate fromthese GTCSS (including addendums, amendments
and additional agreements) shall take precedence
over these GTCSS at all times. Such agreements
shall only be binding by a written contract and/or
written confirmation from MAHLE.
5. Legally relevant declarations and notifications
that the Customer is to provide to MAHLE subsequently to the agreement being concluded (e.g. notifications of defect, deadlines, declarations of withdrawal or abatement) shall be submitted in writing
to become effective.
6. Any rights of MAHLE in accordance with legal
provisions or other agreements in addition to the
GTCSS shall remain unaffected. Any references
to the applicability of legal provisions shall be forclarification purposes only. Even without such clarification, the legal provisions therefore apply, unlessthey are directly amended or excluded in these
GTCSS.

II. C
 onclusion of the agreement (offers, offer
documentation, order confirmation)
1. Offers made by MAHLE shall be binding and remain valid 14 days, unless stated otherwise in theoffer. The same shall apply if MAHLE provides the
Customer with technical documentation (e.g. drawings, plans, computations, calculations, references
to DIN standards), catalogs, and other product de-© MAHLE, 2020

scriptions or documents, in any type of format including in an electronic format.
2. MAHLE reserves all property rights, copyrightand other proprietary rights in technical documentation (e.g. drawings, plans, computations, calculations), catalogs, other product descriptions, andother documents. The Customer may only transfer
such documentation to third parties with explicit prior written consent from MAHLE, regardless of them
being explicitly marked as “confidential”. The Customer shall return all documents to MAHLE immediately upon MAHLE‘s request once they are no longer required during the course of ordinary business.
3. A supply contract is only concluded once MAHLE
confirms the order in writing, but no later than withdelivery of the Goods to the Customer. Order confirmations via automated equipment without signature and name shall be deemed to be written. If
MAHLE can prove that it has sent a declaration per
fax or remote data transfer by presenting a sendreport, it shall be assumed that the Customer received the declaration.

III. Delivery period and delay
1. The delivery period shall be agreed on an individual basis.
2. Agreed delivery periods and deadlines shall commence and and MAHLE shall comply with them,once all technical queries are clarified and any
obligations by the Customer to cooperate, particularly the timely receipt of all items, documents, approvals, inspections, releases and compliance withagreed payment conditions, are met. The delivery
period shall be extended appropriately if these conditions have not been properly met, and, in particular, have not been met on time. Any delivery dates
shall be postponed accordingly. This shall not apply
if MAHLE is responsible for the delay.
In case of a failure to comply with the delivery deadlines or dates due to acts of force majeure and other disruptions outside of MAHLE‘s control, such aswar, terrorist attacks, and strikes, including strikes
affecting suppliers, the agreed delivery periods
shall be extended accordingly. Delivery dates shallbe postponed accordingly.
3. In the event of MAHLE being unable to meetbinding delivery periods and dates for reasons outside of its scope of responsibility (unavailability ofservices/Goods), MAHLE shall notify the Customerof such fact immediately and at the same time announce the expected new delivery periods. If theservice/Goods remains unavailable even within the
new delivery period, MAHLE may withdraw fromthe contract, in whole or part thereof, and reimburse
any remuneration already paid by the Customer
with undue delay. Within this meaning, unavailability of the service/Goods shall be, in particular, inaccurate, particularly late, deliveries to MAHLE madeby MAHLE‘s suppliers, unless a congruent coveringtransaction has been concluded with such supplier.
Such transaction shall be deemed to have occurred
if MAHLE has a supply contract with the Customer

on the date the contract is concluded, which under
objective inspection is designed to ensure that if
everything proceeds smoothly, MAHLE will able tosupply Goods and services to the Customer withthe same level of assurance as has been contractually agreed. This shall not affect any further claimsof the parties.
4. Partial deliveries are permissible, unless suchdeliveries – taking MAHLE´s interest into account are deemed unreasonable for the Customer.
5. MAHLE reserves the right of excess or short delivery of up to 15%.
6. In the event of the Customer violating obligations
to cooperate, MAHLE may give preference to otherorders by third parties and extend the delivery period or date accordingly. Notwithstanding any any
further claims, MAHLE may assert a compensation
claim for damages thus incurred, including any additional costs, unless the Customer is not responsible for the violation of the obligations to cooperate.
7. For any delay the statutory provisions shall apply. In any case, however, the Customer shall issue
a warning. Compensation of any loss of profit anddamages resulting from interruption of business by
MAHLE shall be excluded. In the event of slight
negligence, compensation for damages shall belimited to additional freight costs, upgrade costs, aswell as additional costs for covering purchases if
the period of grace expires without the situation being rectified or the Customer is no longer interested
in the delivery.

IV. D elivery, risk transfer, Goods approval,
delay of Goods acceptance
1. Unless stated otherwise in the order confirmation, Goods shall be delivered ex works (EXW inaccordance with Incoterms 2020) to a destination
stated in the offer or order confirmation. The Goods
may be dispatched to a different destination at theCustomer‘s request and cost (Sale by Dispatch).
Unless otherwise agreed, MAHLE may determine
the type of dispatch (particularly transport companies, transport path, packaging).
2. The risk of accidental destruction and deterioration of the Goods shall be transferred to the Customer no later than as soon as the Goods havebeen handed over to the person performing thetransport or have left MAHLE‘s plant / warehousefor the purpose of dispatch. If an acceptance of theGoods has been agreed, risk shall transfer at thetime of the acceptance. Notwithstanding, the statutory provisions applicable to works and services
shall also apply accordingly to the agreed acceptance of Goods. Delivery or acceptance shall bedeemed to have taken place if the Customer is indefault of acceptance.
3. In the event of the Customer being delayed with
the Goods acceptance, failing to cooperate, or if
delivery by MAHLE is delayed for other reasons,
MAHLE shall store the Goods at the risk and costof the Customer. In the event of the Goods accep-

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tance being delayed, MAHLE may request compensation for any damages incurred as a result, unless the Customer is not responsible for the delayin accepting the Goods, as well as compensation
for additional costs (e.g. warehousing costs). The
warehousing costs shall be charged at a lump sumof 0.5% of the net price of the Goods included in thedelivery (delivery value) per calendar week started.
This shall not affect MAHLE‘s right to prove thathigher warehousing costs have been incurred aswell as the legal claims and rights (particularly forthe reimbursement for additional costs, reasonable
compensation, termination). However, the lumpsum shall be offset against any further claims. The
Customer may provide proof that MAHLE has notincurred any damages, or damages that are significantly lower than the above lump sum. The obligation to reimburse additional costs and lump sum
warehousing costs shall also apply if the Customer
violates obligations to cooperate of the delivery isdelayed for other reasons, unless the Customer is
not responsible for the violation of the obligations
to cooperate or the other reasons. Further claims
shall remain unaffected, even in the event of violations of obligations to cooperate and delays forother reasons.

V. Prices, dispatch, payment conditions
1. The prices applicable at the time of delivery plus
respective statutory sales tax shall apply. MAHLE
reserves the right to adjust the prices accordingly
in the event of costs decreasing or increasing after
the contract has been concluded, e.g. due to collective bargaining agreements being concluded or the
prices of materials changing. MAHLE shall provide
the Customer with proof of such developments onrequest.
2. In the event of Sale by Dispatch, the Customer
shall bear the transport costs ex work as well as
the costs for any transport insurance requested by
the Customer. The Customer shall pay any customs
duties, fees, taxes, and other public levies.
3. Unless otherwise agreed, payments shall be due
as follows:
Within 30 days from date of invoice. For contracts
with a net delivery value in excess of EUR 100,000,
however, MAHLE may request an advance payment of one third of the net purchase price. The
advance payment shall be due within 14 days fromdate of invoice. Payments shall be made by banktransfer. The timeliness of the payments shall be
determined by the date on which payment is received by MAHLE.
4. The Customer shall be deemed as having defaulted on payment if the above payment period expires without payment being received. In the eventof late payment, MAHLE may charge interest in thesame amount that would be charged by a bank, but
no less than 9 percentage points above the baserate published by the European Central bank within
the meaning of Section 247 BGB. MAHLE reserves
the right to assert further claims for damages incurred by such default. Claims for interest (Section
355 HGB) against business persons shall remain
unaffected.

© MAHLE, 2020

5. In the event of the Customer having defaulted on
payment, MAHLE may, without waiving its claims,
take back the Goods until full payment has been
received or withdraw from the contract. MAHLE further may retain all deliveries or services until full
payment has been received. This shall not affectany further claims.
6. The Customer may only offset undisputed counterclaims that have been acknowledged by MAHLE
or have been finally adjudged by a competent court.
The Customer may only assert the right to retention
if its counterclaims are based on the same contractual relationship.
7. In the event of MAHLE being obliged to provide
Goods and services in advance and it becomesapparent after the contract has been concluded
that MAHLE‘s payment claim is endangered by the
Customer‘s inability to pay, MAHLE may refuse toprovide Goods and services in accordance with applicable statutory provisions. MAHLE may grant areasonable period of grace in which the Customer is to pay the remuneration or provide securities
for each individual item or service of its choice. Ifsuch period of grace expires without the Customer
rectifying the situation, MAHLE may withdraw fromthe contract and claim compensation in accordancewith applicable statutory provisions. This shall notaffect any further rights of MAHLE to refuse the provision of services or retain Goods.

VI. Packaging
1. MAHLE may choose the packaging materials aswell as type of packaging.
2. Transport and all other single-use packaging inaccordance with the Packaging Ordinance (Verpackungsverordnung) are invoiced, become theproperty of the Customer and will not be returned.
The Customer shall clean any multi-use packaging
and return it to MAHLE immediately.

VII. Retention of title
1. MAHLE reserves the title to all Goods delivered
until full payment of the purchase price and all receivables from the business relationship with theCustomer has been received (Retained Goods). In
the event of an open account, the Goods subject toretention of title shall also be used as security forthe balance receivable. The Customer shall treat
the Retained Goods with care for as long as MAHLE
retains the title thereof. The Customer shall, in particular, insure the Retained Goods against damage
from fire, flooding and theft at its replacement value. The Customer shall provide proof of such insurance immediately upon MAHLE‘s request. The
Customer herewith already assigns all compensation claims arising from such insurance to MAHLE:
MAHLE shall herewith accept this assignment. In
the event of such assignment being impermissible,
the Customer shall herewith instruct the insurer tomake any payments due to MAHLE only. This shallnot affect any further claims of MAHLE.

2. The Customer shall process or reform the Retained Goods for MAHLE only. The Customer‘s remainder (right conferring prospective entitlement)in the Goods subject to retention of title shall continue in the processed or reformed Goods. If theGoods are processed or reformed together withother items not belonging to MAHLE, the latter shallacquire proportionate co-ownership in the newitems that matches the ratio between the value of
the Goods delivered and the other processed items
at the time of processing or reforming. The same
shall apply if the Goods are merged or mixed withitems not belonging to MAHLE so that MAHLE loses its full ownership in them. The Customer shallstore the new items for MAHLE. Furthermore, thesame provisions as for Retained Goods shall apply
to the items created through processing and reforming as well as merging and mixing.
3. The Customer may sell the Retained Goods
during the course of ordinary business. In otherrespects, the Customer shall not pledge the Retained Goods, hand them over as securities ordispose of them in any other way that would endanger MAHLE‘s ownership therein. The Customer
herewith assigns to MAHLE all receivables plus all
ancillary rights arising from the sale of the Retained
Goods that are due from the Customer‘s customers, regardless of the Retained Goods being soldin a processed or unprocessed condition. In theevent of the Retained Goods being sold together
with other Goods that do not belong to MAHLE,
the Customer assigns to MAHLE the portion of thereceivable arising from the sale that corresponds
to the amount invoiced for the Retained Goods. In
the event of the Retained Goods that only partiallybelong to MAHLE being sold, the portion of the receivable arising from the sale shall be determinedon the ratio of MAHLE‘s share in their title. MAHLE
herewith accepts such assignment. In the event ofan assignment being legally invalid, the Customer
shall instruct the third-party debtor to make any
payments due to MAHLE only.
4. The Customer shall remain entitled to collect
the receivables arising from the sale assigned to
MAHLE fiduciary and in its own name. This entitlement may be revoked. The collected amounts
shall be forwarded to MAHLE immediately. MAHLE
may revoke the Customer‘s authorization to collectreceivables and sell the Retained Goods for goodcause, particularly if the Customer fails to meet its
payment obligations to MAHLE, defaults on payment, ceases to make payment, or if an application
to open insolvency or similar proceedings regarding
the Customer‘s assets is submitted by the Customer, or an application to open insolvency or similar
proceedings regarding the Customer‘s assets fordebt settling purposes is submitted by a third party
and rejected on the grounds of insufficient assets.
The claims assigned to MAHLE shall be explicitly excluded from any blanket assignments by the
Customer.
5. Upon MAHLE‘s request, the Customer shall inform its customers immediately about the assignment and provide MAHLE with all information anddocuments required by MAHLE for collection.
6. MAHLE shall release the securities to which
MAHLE is entitled upon the Customer‘s request if
their recoverable amount, taking into consideration
the valuation discounts commonly applied by banks,2

exceeds the receivables to be secured by morethan 10%. The valuation shall be assumed to be
based on the invoice value of the Retained Goods
and the nominal value of receivables. MAHLE
may select the individual Retained Goods to be released.
7. If the Retained Goods are seized or MAHLE‘srights are impaired in any other way by third parties, the Customer shall notify MAHLE immediately
in writing and provide all information required, inform the party seizing the Goods or third party immediately of the retention of title, and cooperate in
MAHLE‘s measures to protect the Retained Goods.
If the party seizing the Goods or third party is unable to compensate MAHLE for the legal fees andout-of-court costs for asserting MAHLE‘s retentionof title, the Customer shall compensate MAHLE forthe resulting losses, unless the Customer is not responsible for the violation of obligation.
8. In the event of a violation of the contract, particularly the Customer‘s payment default, MAHLE may,notwithstanding its other rights, withdraw from thecontract after a reasonable period of grace granted
by MAHLE. The Customer shall grant MAHLE, or
MAHLE‘s representatives, access to, and release,
the Retained Goods. MAHLE may use the Retained
Goods otherwise to satisfy its receivables due fromthe Customer after giving timely notice of such intentions.
9. If, in the event of deliveries to other jurisdictions,binding legal provisions of the respective country
do not recognize a retention of title within the meaning of this Section VII. Paragraphs 1-8, or such provisions for the retention of title do not provide thesame level of security than in the Federal Republicof Germany, the Customer herewith grants MAHLE
a corresponding security interest. The Customer
shall cooperate in all measures required to grant
MAHLE such security interest immediately. The
Customer shall cooperate in all measures required
and useful to ensure the effectiveness and enforceability of such security interests.

VIII. Customer‘s claims for defects
1. The statutory provisions apply to the Customer‘sclaims for defects, unless stated otherwise below.
2. The Customer may claim for a defect provided
that the Customer has checked the Goods delivered on receipt, insofar as reasonable throughtest processing or use, and has notified MAHLE inwriting of any apparent defects immediately uponreceipt. Hidden defects shall be reported to MAHLE
in writing as soon as they are discovered. The Customer shall provide MAHLE with a written description of the defects in its report.
3. If the Goods delivered are defective, MAHLE
may choose to subsequently repair them or deliver non-defective Goods. The defective Goods shallbe returned to MAHLE immediately upon request
and at the Customer‘s cost for testing purposes.
MAHLE shall pay the costs for the supplementary
performance, particularly costs for transport, travel,labor, and materials. If replacements are delivered,
the Customer shall return the defective Goods to© MAHLE, 2020

MAHLE in accordance with the statutory provisions.
They shall become the property of MAHLE.
4. If the supplementary performance has failed, ora period of grace to be granted by the Customer
for the supplementary performance has passed
without the supplementary performance being executed, and/or if such period of grace does not haveto be granted in accordance with the statutory provisions, the Customer may choose to withdraw fromthe contract or reduce the purchase price, notwithstanding any compensation claims for damages or
expenses. The same shall apply of the supplementary performance is unreasonable for the Customer
or is delayed past a reasonable period of grace forreasons outside MAHLE‘s scope of control. However, the right to withdraw from the contract shall notexist, in particular, in the event of an insignificant
defect.
5. Claims for defect shall not exist if the defect isthe result of a violation of operating, maintenance,
and installation instructions, unsuitable or unprofessional use, or use that exceeds the requested andtested use, insufficient validation by the Customer,
storage, or careless handling and natural wear andtear, as well as interference with the Goods by the
Customer or third parties.
6. The Customer‘s compensation claims for expenses instead of damages instead of the fulfillment of the contractual obligation shall be excluded, unless a reasonable third party would have also
incurred such expenses.
7. MAHLE provides no guarantees, particularly
none regarding quality and durability, unless otherwise agreed in writing on a case-by-case basis.

IX. Property rights – legal defects
1. Section VIII of these GTCSS shall apply accordingly if the use of the Goods results in a violation ofindustrial property rights or copyrights (hereinafterreferred to as Property Rights).
2. The Customer shall notify MAHLE about any
risks of a violation as soon as they become apparent (particularly regarding Property Rights asserted
by third parties) or alleged violations. The Customer
shall further support MAHLE in defending the asserted claims to a reasonable extent.
3. Claims for defect on the grounds of a violationof Property Rights shall only exist if (i) at least one
Property Right from the family of Property Rights
published by the European Parliament or the Federal Republic of Germany, France, Great Britain,
Austria or the USA, has been violated, (ii) the Property Right is not, or has not been, owned by the
Customer and/or a company in which the Customer
holds a direct or indirect majority share or voting
right, (iii) MAHLE remains entitled to implement all
protective measures, including out-of-court settlements, and (iv) the violation is not caused by the
Customer modifying the Goods without consent orusing the Goods in a manner that has not been contractually agreed.

4. Claims of the Customer on the grounds of a violation of Property Rights shall be excluded, if (i) the
Customer is responsible for the violation of Property Rights, (ii) MAHLE manufactured the Goods
in accordance with specifications or instructionsof the Customer or drawings, models or similar
descriptions provided by the Customer and is notaware, or did not have to, or could not, be aware,in connection with the Goods developed by MAHLE
that these would violate Property Rights, (iii) the(alleged) violation of Property Rights results fromthe use in conjunction with any other items not originating from MAHLE, or (iv) the Goods are used ina manner that MAHLE was not aware of nor could
have predicted.

X. Statutes of limitation
1. The claims of the contracting parties shall become time-barred in accordance with the statutory
provisions, unless otherwise agreed below.
2. The statutes of limitation for claims for defectshall become time-barred one year from delivery of
the Goods, unless the Goods are are purchased asconsumer goods at the end of the supply chain. The
period of one year shall also apply to claims arisingfrom tortious acts based on defective Goods. The
limitation of one year shall not apply to MAHLE‘sunlimited liability for damages arising from the violation of a guarantee or injury to life, body and health,acts of malicious intent and gross negligence, andproduct defects, or if MAHLE has guaranteed delivery. Any statement issued by MAHLE regarding
a claim for defect asserted by the Customer shallnot be regarded as consent to participate in proceedings regarding the claim or the underlying circumstances of the claim if MAHLE rejects the claim
for defect in full.

XI. Liability
1. MAHLE shall be liable for damages arising fromthe violation of a guarantee or injury to life, bodyand health. The same shall apply to acts of malicious intent and gross negligence or if MAHLE has
guaranteed delivery. MAHLE shall only be liable foracts of slight negligence if material obligations havebeen violated that arise from the nature of the contract and that are of particular importance for thefulfillment of the contractual purpose. In the event ofsuch obligations being violated, delay, and impossibility, MAHLE‘s liability shall be limited to damages
that typically can be expected within the scope of
this contract. This shall not affect any mandatory
product defect liability.
2. In cases where MAHLE‘s liability is excluded orlimited, this shall also apply to the personal liabilityof MAHLE‘s employees, representatives, and vicarious agents.
3. When determining the claim amounts, the financial situation of MAHLE, type, scope, and durationof the business relationship, any contributions of
the Customer to the causes and/or responsibility inaccordance with Section 254 BGB, and particularly
unfavorable circumstances for the installation of thedelivered Good shall be appropriately considered in3

favor of the supplier. In particular, the replacement
services, costs, and expenses to be borne by MAHLE
shall be reasonable in relation to the value of thedelivered Good.

XII. Confidentiality
1. All business information of a commercial or technical nature (including characteristics that can bederived from any items or software provided, andother knowledge or experiences) shall not be disclosed to third parties for a period of five years fromthe date they were handed over, as long and insofar
as they are not evidently public knowledge or publicly accessible, become public knowledge or publicly accessible without this being the responsibilityof the receiving party, have been developed by thereceiving party independently and without recourse
to information provided, or have to be disclosed on
the grounds of a binding order of an authority or
court, subject to the transferring party having been
informed without undue delay and in advance ofsuch disclosure obligation, and within the own business shall only be provided to persons who have to
be involved for their use and who have also been
obliged to maintain confidentiality to the same extent as the parties, and shall remain the exclusive
property of the party from which the information
originates. Such information shall not by copied
or used outside the respective project without prior written consent by the transferring party. Upon
request, all information received (including any copies or records made) and loaned items shall be returned in full to the other party or destroyed without
undue delay. This shall not apply to automatically
prepared routine backup copies of the electronic
data transmissions whose access has been permanently destroyed as well as to information andcopies thereof which the respective other party is
obliged to retain according to applicable law.
Associated Companies within the meaning of Sections 15 et seqq. of the German Stock Corporation
Act (Aktiengesetz - AktG) shall not be determinedas third parties within the meaning of this provision
as long as the disclosure of information received isnecessary to fulfil obligations arising from the respective project and if such associated companies
enter into similar non-disclosure obligations prior
to receipt of such information. The respective party shall be responsible for any violations of theseprovisions committed by its associated companies.
2. MAHLE reserves all rights in the information stated in Section XII. Paragraph 1 (including copyrightand the right to register commercial property rights,
such as patents, design patterns, etc.).

XIII. Data privacy
1. The parties shall comply with the applicable provisions of data protection law, particularly the General Data Protection Regulation (GDPR), when performing the contract and instruct their employees toalso comply with these provisions.
2. The parties shall process the personal data received (particularly the names and contact details of
the respective contact persons) exclusively for the© MAHLE, 2020

fulfillment of the respective contract and shall protect such data by implementing technical and organizational security measures that shall be adjusted
to comply with the latest state of technology (Art. 32
GDPR). The parties undertake to delete the personal data as soon as processing is no longer required.
This shall not affect any statutory retention periods.
3. In the event of MAHLE processing personal databy order of the Customer within the scope of theperformance of the contract, the parties shall conclude an agreement for such order processing activities in accordance with Art. 28 GDPR.
4. The Customer has read and acknowledged theinformation on data processing for customers andthe Customer shall also forward this information toits employees whose data is transferred to MAHLE
for the purpose of processing an order. Information
on data processing is available at https://www.mahle.com/de/datenschutz/.

XIV. Data use
1. Within the meaning of this provision, “Data” refers to all information that is recorded or producedby the Goods and/or resulting from the use or operation of the Goods.
2. MAHLE herewith grants the Customer, in returnfor a reasonable remuneration, access as well as
the permanent, irrevocable, non-exclusive, worldwide right (i) to store, use, copy and publish (collectively referred to as “Use”) the Data for any purpose
in connection with the typical Use of the Goods,
and (ii) to transfer the Data to third parties for Use
in the name of the Customer, subject to the Customer implementing all measures within its power
at all times to ensure that such Data is compiled ina manner that prevents MAHLE and any individual
Data source from being personally identified in accordance with the laws applicable to the company
or person providing such Data.

XV. Export control
1. Supplies and services (i.e. the fulfillment of contracts) are subject to the fulfillment not being restricted by national or international regulations, particularly export control regulations and embargos orother restrictions.

shall not be regarded as grounds for compensation
claims, unless such failure or non-compliance iscaused by an action of one of the parties.
5. The Customer shall undertake to MAHLE to refrain from trading the Goods delivered by MALE toa customer in cases where such trading violates theapplicable export control regulations. In each caseof violation of the export control regulations, MAHLE
may terminate, or withdraw from, the contract
and the Customer shall hold MAHLE harmless of
all third-party compensation claims raised on the
grounds of such violations of the export control regulations and compensate MAHLE for all intangible
and tangible expenses and losses, particularly finesand punitive damages.

XVI. P lace of fulfillment, place of jurisdiction,
governing law, severability clause
1. Unless otherwise agreed, the place of fulfillment
for deliveries shall be the place from where MAHLE
delivers its Goods and services.
2. If the Customer is a business person, legal entity under public law, or an administrator of assets
under public law, the sole place of jurisdiction for all
disputes arising directly or indirectly from the contractual relationship shall be the court responsible
for MAHLE‘s registered place of business. However, MAHLE may also initiate proceedings against
the Customer before any other competent court.
3. The contract is exclusively governed by German
law. The United Nations Convention on Contracts
for the International Sale of Goods of 11 April 1980(CISG) shall not apply.
4. Should a provision of the GTCSS, in whole orpart thereof, be or become ineffective or impracticable or should these GTCSS be found to containan omission, this shall not affect the remaining provisions and/or the remaining part of the provision. In
such case, MAHLE and the Customer shall replace
the ineffective or impracticable provisions with aneffective or practicable provision which comes closest in meaning to the economic purpose of the ineffective or impracticable provision. In the case ofan omission, the provision which comes closest inmeaning to the intended purpose of these GTCSS
had the parties thought about the matter in the beginning shall apply.

2. The parties shall provide any information anddocuments required for export/inland transport/
import accurately, complete, on time and free ofcharge.
3. Delays caused by export controls or approval
processes shall take precedence over the specified
deadlines and dates, unless MAHLE is responsible
for them.
4. In the event of obtaining licenses required forcertain items being impossible, the contract shall bedeemed not to have been concluded for the affected items. This provision shall not be subject to thevalidity or legal enforceability of the ruling on the rejection of the export or transfer. In such case, failure
to obtain licenses or non-compliance with deadlines

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