MAHLE Industries, Inc. Uniform Terms and Conditions of Sale

Definitions, Scope of Application
The following Terms and Conditions of Sale and Delivery(hereafter “Terms and Conditions”) are incorporated, byreference, into every quotation, acknowledgement,
agreement, and invoice issued by MAHLE Industries Inc.,or any of its subsidiaries or affiliates (collectively“MAHLE”).

Releasesiii) The price paid to MAHLE shall not be reduced on
account of any price reduction or compromise onreceivables that the Buyer may agree to with the Buyer’s
customer(s) for the assemblies which contain the
Product(s) or for the cost of insurance or guaranty of
payment (whether public or private) covering the monies
owed to the Buyer by the Buyer’s customer(s).

Acceptancei) The quotation issued by MAHLE (hereafter“Quotation”), whether or not in response to a Request for
Quotation (“RFQ”), and as may be amended from time totime, is an offer to enter into a requirements contract with
the Buyer, as identified within the Quotation, to sell the
product(s) described within the quotation (the “Products”)
for the length of the vehicle program or length of theengine program as specified within the Quotation. The
drawings, specifications, preliminary statements of work,and assignment of tasks and responsibilities, as they may
be amended from time to time, are incorporated herein byreference excluding any general terms and conditions.
The Buyer’s purchase order terms and conditions are
specifically not incorporated into the Quotation. The
Buyer accepts the Quotation by:(a) signing the
Quotation; (b) issuing a purchase order for the Product(s);(c) accepting delivery of the Product(s); or (d) by otherconduct which fairly recognizes the existence of a contract
for the purchase and sale of the Product(s).
ii) Acceptance by the Buyer shall be limited to andconditional upon the Buyer’s acceptance of the terms of
the Quotation exclusively. Any additional or different
terms proposed by the Buyer, whether in its Purchase
Order, RFQ Materials, Material Releases, Scheduling
Agreements, or otherwise, are unacceptable to andexpressly rejected by MAHLE. MAHLE will not bebound to any provisions in the contract(s) between the
Buyer and its customer(s).
Pricingi) The price for the Product(s) that is listed on the face of
the Quotation is not subject to decrease on account ofpricing to any other MAHLE customer or on account of
any yearly pricing decreases unless noted on the face of
the Quotation. Furthermore, the Price for the Product(s) is
subject to adjustment in accordance with provisions
contained in the Quotation and shall include a passthrough to the Buyer of increases in:raw materials,
freight charges, labor rates, and currency exchange rate
fluctuations greater than 5% (in the case of currency
exchange rate fluctuations, it is the exchange rate between
the currency of payment and the currency of the country inwhich the Product(s) is manufactured). In addition, a priceadjustment shall be made reflecting higher piece pricecosts as the result of any decrease in annual volumes
greater than 20% from the Buyer’s estimates in thequoting process.
ii) In addition to the price of the Product(s) as stated in the
Quotation, any and all taxes (not including any income orexcess profit taxes) that may be imposed by any taxing
authority, arising from the sale, delivery, or use of thegoods and for which MAHLE may be held responsible forcollection or payment either on its own behalf, or on
behalf of the Buyer, shall be paid by the Buyer to MAHLE
upon MAHLE’s demand.

iv) MAHLE will provide sufficient documentation(without disclosing its confidential and proprietary
information) to evidence any of the cost increases set forthin these paragraphs. Any engineering or other change(s)to the Product(s) by the Buyer will permit MAHLE to requote the Product(s) in its entirety. In the event that any
change(s) to the Product(s) results in the obsolescence ofany raw material or supplies reasonably purchased by
MAHLE, the Buyer shall pay for such costs prior to thedelivery of any modified Product(s). MAHLE shall also
be able to re-quote the price for the Product(s) if theProgram Life is extended or modified from the time frame
contained within the Quotation.
Terms and Conditions of Paymenti) If payment terms are not contained within the Quotation,
payment for the Product(s) shall be made “Net 30 Days”
from the date of the invoice in US Dollars. Payment shallbe rendered via electronic funds transfer or check. The
receipt of payment by MAHLE shall be decisive withregard to the timeliness thereof. The Buyer shall not delay
payment for goods pending inspection as identified below.
ii) In the event of delayed or deferred payment, MAHLE
shall be entitled to charge normal bank interest at a ratethat is 5% above MAHLE’s current Weighted Average
Cost of Capital without requiring formal service of default.
In the event the Buyer is in payment default, MAHLE
shall be entitled to re-collect the delivered Product(s) until
it is paid for in full or withdraw from the Contract without
waiving its claims.
iii) In the event after the execution of the Contract,
MAHLE becomes aware of circumstances whichchallenge the creditworthiness of the Buyer, or in theevent of a substantial risk of its claim to payment due todeclining assets of the Buyer, or in the event that the
Buyer is in arrears with respect to the payment for apurchased Product(s), MAHLE may demand advancepayment or collateral within a reasonable period for the
Product(s) and may refuse fulfillment of further shipments
until its demand is fulfilled.
(iv) In the event that the Buyer refuses to comply,
MAHLE may suspend performance or terminate its
contract with the Buyer without any further liability. The
Buyer will remain liable for any damages incurred by
MAHLE due to the Buyer’s non-performance; including
payment of the costs specified in the Termination Section(ii) below.
Inspectioni) MAHLE will not be liable for any direct or indirect
losses, costs, damages, or any charges or expenses causedby any delay in delivering the Product(s) that are not thefault of MAHLE, nor will any such delay entitle the Buyer
to terminate or rescind the Contract.
ii) The Buyer acknowledges that it has received a financial
benefit from the manufacture of the Product(s) outside ofNorth America and therefore agrees to provide MAHLE
six (6) weeks of firm releases for finished Product(s)shipped into North America via ocean transport, four (4)weeks of firm releases for manufacturing (ten (10) weeks
of firm releases total), and four (4) additional weeks offirm authorization to purchase raw materials.
iii) Outside of North America: In lieu of such damages
against MAHLE for deliveries not in conformity with any
release, MAHLE will maintain two (2) weeks of safety
stock in finished Products in its distribution warehouse.
Safety stock quantity will be determined by MAHLE
using reasonable practice and Buyer’s ordering patterns.
iv) In the event that the Buyer’s actual delivery
requirements exceed the anticipated delivery quantities as
set forth on the firm releases, after the safety stock isdepleted, the Buyer will pay for all financial aspects
associated with expedited freight until the supply chain
has caught up with the back log of orders.
v) The Quotation contains a maximum annual quantity
based upon tooling capacity and specific scheduling.
MAHLE is not obligated to increase its maximum capacity
for any reason whatsoever. If MAHLE agrees to any
increase in capacity, the parties must agree to new pricing
and to a new delivery schedule BEFORE MAHLE ships
the higher quantities.
Packagingi) The Product(s) to be delivered hereunder shall bepackaged and shipped in accordance with the agreement of
the parties.
ii) In the absence of any agreement, the Product(s) shall beshipped in accordance with sound commercial practice.
iii) Unless otherwise agreed upon, export or other special
packaging charges will be the responsibility of the Buyer.
Shipping, Transfer of Riski) Unless otherwise stated in the Quotation or in the Order
Confirmation, the delivery term shall be EXW MAHLE’s
production facility (Incoterms 2010). Title and risk of lossof damage to all products sold will pass to the Buyer upondelivery of the Product(s) as determined by the“Incoterms” delivery term. The Buyer shall be responsible
for all freight and any associated charges for any Productreturn(s).
ii) Any transport or other disposable packaging shall not
be taken back.

The remedies afforded to the Buyer for breach of
Warranty (as defined below) shall be exclusive for nonconforming Product(s) and shall be cut off if the Buyer
inspected, or reasonably should have inspected theProduct(s) and could have discovered the non-conforming
Product(s) upon such inspection.
~1~

MAHLE Industries, Inc. Uniform Terms and Conditions of Sale

Deliveries, Delivery Periodi) Partial deliveries shall be permissible without liability.
ii) MAHLE hereby reserves the right to additional andreduced deliveries by up to 10%.
iii) In the event that the delivery of a firm release isdelayed upon the request of the Buyer, the Product(s) shallbe invoiced as if delivered on the date stated in the releaseand taken into custody at the risk and expense of the Buyer
at MAHLE.
iv) The delivery period shall be extended by the durationof an event of force majeure, labor strike, inability toperform not caused by MAHLE, as well as any adverse
weather conditions.
v) In the event that the Buyer falls into arrears in accepting
delivery, or violates any other cooperation duties, MAHLE
shall be entitled to give preference to other third-party
orders and reasonably extend the delivery period.
Irrespective of any further claims, MAHLE shall beentitled to demand that any damages it incurs in thisregard, including any additional expenses, becompensated.
Warrantyi) MAHLE warrants to the Buyer that, at the time ofdelivery, the goods will be free from defects in material
and workmanship and will conform to the specifications as
stipulated in this contract. The Buyer shall inform
MAHLE immediately in writing of any defects in thedelivered Product(s) as soon as such are determined inaccordance with the circumstances of the ordinary courseof business. For Product(s) installed as new, used, or soldas service or replacement parts, or unless otherwise agreed
to on the face of the Quotation, or in another writtenagreement, the Warranty Period begins on the date that theProduct(s) are delivered to the Buyer (or a relatedcompany or third party designated by the Buyer) andexpires on the date that is the later of the following: (a)The date on which the period of the Warranty provided by
the Buyer (or one of its related companies) for the
Product(s) ends, (b) The date on which the period
remaining under the applicable New Product Warranty
covering the Product(s) ends or, (c) The date on which any
longer or broader Government Requirement covering the
Product(s) ends.
ii) Non-conformance of the Product(s) with this warranty
shall be determined by a robust root cause analysis of all(or if impractical, a statistically significant random
sample) of the Product(s). MAHLE has the right to fully
participate in the root cause analysis and to conduct its
own testing. Liability, if any, will be allocated based upon
the degree of fault as found by the root cause analysis.
iii) Unless specifically called out in the Statement of Work
(SOW), prints, or specifications, MAHLE is not
responsible for nor liable to the Buyer for damages (forbreach of warranty or otherwise) arising out of, or related
to, the selection of the Product(s) for the Buyer, theintegration of the Product(s) into any assembly
manufactured by the Buyer, placement of the Product(s)within the Buyer’s assembly or vehicle, and/or additionalshielding or protection of the Product(s) as a result of theenvironment in which the Product(s) operates.

Liabilityiv) No warranty claims shall arise in the event that thedefect can be traced to the violation of operating
instructions, maintenance and installation provisions,
unsuitable or improper use, incorrect or negligent
treatment, and natural wear and tear, as well as any
interference with the delivered Product(s) by the Buyer or
third parties.
v) Conformance of the Product(s) to the Buyer’s written
specifications, or which could not be discovered based
upon the testing agreed to between MAHLE and theBuyer, is an absolute defense to warranty liability.
vi) In the event that the Product(s) are non-conforming,
MAHLE’s sole liability to the Buyer and/or Buyer’s
Customer(s) and the Buyer’s and/or Buyer’s Customer(s)’sole remedy under this warranty (whether or not the nonconforming Product(s) have been installed in vehicles andmust be the subject of a recall or service action) is limited
to the repair or replacement of the non conforming
Product(s); provided, however, that written notice that theProduct(s) is non-conforming is given by the Buyer to
MAHLE within ninety (90) days after the delivery of the
Product(s) (or if the Buyer’s inspection of the goods could
not have revealed the non-conformity, within thirty (30)days after discovery).

i) In the event that any remedy under these Terms andConditions fails of their essential purpose and monetarydamages may be imposed, MAHLE’s liability, whether
founded in contract or tort (including negligence), arisingout of or resulting from (a) this Contract, or the
performance, or breach thereof (b) the design,
manufacture, delivery, sale, repair, replacement, or (c) theuse of any such product, or the furnishing of any suchservice, is limited to the aggregate purchase price for the
non-conforming Product(s) at issue.
ii) Unless another liability provision is arranged elsewherein these Terms and Conditions, MAHLE shall only beobligated to compensate damage incurred by the Buyer,
directly or indirectly, as a result of incorrect delivery, due
to violation of official safety provisions, or for any otherlegal basis attributed to MAHLE as follows:a) Damage compensation shall, in principle, only be givenin the event that MAHLE is at fault for the damage causedby it.
b) In the event that recourse is not taken against the Buyer
due to non-mandatory law based on liability vis-à-vis third
parties, MAHLE shall subrogate the Buyer to the extent
that the Buyer would also be directly liable.

vii) Transportation charges for the return of purportedly
non-conforming Product(s) to MAHLE, and the shipmentof replacement Product(s) to the Buyer, will be borne by
MAHLE only if such goods are returned in accordancewith MAHLE’s RMA procedure.

c) The obligation to compensate for damages shall be
excluded in the event that the Buyer effectively limits theliability vis-à-vis its customer(s) on its behalf. The Buyer
shall endeavor to agree upon limitations of liabilities in alegally permissible scope in favor of MAHLE.

viii) MAHLE warrants to the Buyer that it has conveyed
good title to the Product(s) sold hereunder.

d) The Buyer’s claims shall be excluded insofar as thedamage can be traced to the Buyer’s violation of theoperating instructions, maintenance and installation
provisions, unsuitable or improper use, incorrect ornegligent treatment, natural wear and tear, or incorrect
repairs.

ix) MAHLE’s liability and Buyer’s remedy under thiswarranty is limited to the removal of any title defect or, at
MAHLE’s election, the replacement of the Product(s)which are in the defective title.
THE FOREGOING WARRANTIES ARE EXCLUSIVE
AND ARE GIVEN AND ACCEPTED IN LIEU OF (a)ANY AND ALL OTHER WARRANTIES, EXPRESSEDOR IMPLIED, INCLUDING WITHOUT LIMITATIONTHEIMPLIEDWARRANTIESOFMERCHANTABILITY AND FITNESS FOR A
PARTICULARPURPOSE;
AND
(b)
ANY
OBLIGATION, LIABILITY, RIGHT, CLAIM, OR
REMEDY IN CONTRACT OR TORT, WHETHER ORNOT ARISING FROM MAHLE’S NEGLIGENCE. THE
REMEDIES OF THE BUYER SHALL BE LIMITED TO
THOSE PROVIDED HEREIN TO THE EXCLUSION
OF ANY AND ALL OTHER REMEDIES, INCLUDINGWITHOUT LIMITATION, INCIDENTAL, INDIRECTORCONSEQUENTIAL
DAMAGES.
NO
AGREEMENT VARYING OR EXTENDING THE
FOREGOING WARRANTIES, REMEDIES OR THIS
LIMITATION WILL BE BINDING UPON MAHLE
UNLESS IN WRITING AND SIGNED BY A DULYAUTHORIZED OFFICER OF MAHLE.

~2~e) MAHLE shall be liable for measures of the Buyer toprevent damage (e.g., recall operation) insofar as MAHLE
is legally obligated in this regard.
f) The Buyer shall inform and consult MAHLE
immediately and conclusively in the event that the Buyer
intends to take recourse against MAHLE in accordancewith the above provisions. The Buyer shall give MAHLE
the opportunity to inspect the damage event. The Parties
shall agree on the measure(s) to be taken, in particular,
with regard to compensation negotiations.

MAHLE Industries, Inc. Uniform Terms and Conditions of SaleIntellectual Property

Force Majeure

Terminationi) In the absence of a written agreement to the contrary, allrights, title to, and interests in all intellectual property(including patents, copyright, design rights, and trade
marks) and materials (including all plans, diagrams,
specifications, designs, data, drawings, and models) which
are background intellectual property and/or which havebeen developed, designed, or generated by MAHLE in theperformance of the Contract shall be owned by MAHLE
as the legal and beneficial owner.

i) In the event of war, fire, epidemics, quarantine
restrictions, flood, strike, labor trouble, breakage ofequipment, accident, riot, the imposition of any
government price control regulations, or any other act ofgovernmental authority, acts of God, or othercontingencies (whether similar or dissimilar to theforegoing) beyond the reasonable control of MAHLE,
interfering with the production, supply, transportation, or
consumption practice of MAHLE at the time respecting
the products covered by the agreement between theparties, or in the event of inability to obtain on terms
deemed by MAHLE to be practicable, any raw material(including energy source) used in connection therewith,quantities so affected shall be eliminated from the contract
without liability, but the contract shall otherwise remain
unaffected.

i) MAHLE may terminate its contract with the Buyer as aresult of the Buyer’s: (a) Breach of any representation,
warranty, or other term of the Contract, (b) Repudiation,breach, or threat to breach any of the terms of theContract, (c) Making an assignment for the benefit ofcreditors, or proceedings in bankruptcy or insolvency thatare instituted by or against the Buyer, (d) Request foraccommodation from Seller, financial or otherwise, inorder to meet its obligations under the Contract, (e)Entering or offering to enter into a transaction that
includes a sale of a substantial portion of its assets or amerger, sale, or exchange of stock or other equity intereststhat would result in a change in control of the Supplierwithin the meaning of Section 409A of the Internal
Revenue Code and regulations issued thereunder, (f) If theBuyer’s financial, or other condition(s), endanger the
Buyer’s ability to perform.

ii) The Buyer is granted a limited non-exclusive license touse, sell, and repair the Product(s) as needed to incorporate
the Product(s) into its assembly.
iii) All rights, title to, and interests in all intellectual
property (including patents, copyright, design rights, andtrade marks) and materials (including all plans, diagrams,
specifications, designs, data, drawings, and models) which
are developed, designed, or generated by the Buyer shallbe owned by the Buyer.
iv) MAHLE shall conduct, at its own expense, the entire
defense of any claim, suit, or action alleging that the use or
resale by the Buyer, or any subsequent purchaser or userof the Product(s) directly infringes upon any US or
European patent, but only on the condition that: (a)MAHLE receives prompt written notice of such claim,
suit, or action and is given the full opportunity andauthority to assume the sole defense thereof, including
settlement and appeals, and all information available toand the cooperation of the Buyer for such defense, (b) The
Product(s) were made according to a specification ordesign furnished by MAHLE, or, if a process patent isinvolved, the process was recommended in writing by
MAHLE, (c) The claim, suit, or action is brought against
the Buyer, or an entity, expressly indemnified by the
Buyer.
v) Provided that all of the foregoing conditions have beenmet, MAHLE shall, at its own expense, either settle said
claim, suit, or action, or shall pay all damages excluding
any and all incidental, indirect, accidental, or
consequential damages and costs awarded by the court
therein (“MAHLE’s Defense Obligation”).
vi) If the use or resale of such goods is finally enjoined,
MAHLE shall, at MAHLE’s opinion (a) procure for the
Buyer the right to use or resell the Product(s), (b) replace
the Product(s) with equivalent non-infringed goods, (c)modify the Product(s) so they become non-infringing but
equivalent, (d) refund the purchase price, less a reasonable
allowance for use, damage, and obsolescence to the Buyer.
Tooling
Unless otherwise specifically agreed to in writing, the title
to and rights of possession to any tools, dies, jigs, fixtures,or patterns used in the manufacture of the Product(s) shallremain with MAHLE, even though the Buyer may have
paid all, or in part, of the cost thereof. In consideration of
the pricing contained within the Quotation, MAHLE shallhave the right to utilize any and all tooling used in the
manufacture of the Products to manufacture the Products
for the Aftermarket, without the payment of any royalty orfee(s) to the Buyer.

ii) To the extent that such circumstances cause MAHLE to
reduce or suspend its production and deliveries, MAHLE
shall not be charged with any liability for delay or nondelivery and the time for performance shall be extended
for as many days beyond the date thereof as are required toobtain the removal of such causes.
iii) MAHLE may also, during any period of shortage due
to any of these causes: (a) allocate its supply of such raw
material among its various uses therefore (e.g.
manufacturing and sales) in such manner as MAHLE
deems practicable and allocate its supply of such
Product(s) among such various uses thereof in any mannerin which MAHLE deems fair and reasonable, and/or (b) at
the request of the Buyer, obtain substitute raw material(s)or component part(s) at the then prevailing market price,which price shall be passed through and paid by the Buyer.
Indemnificationi) MAHLE’s obligation to indemnify, defend, and hold
Buyer harmless arising from any set of facts is limited to:(a) Claims brought by third-parties unrelated to the Buyer,(b) The damages are caused by a non-conforming
Product(s) and/or MAHLE’s negligence, (c) Buyer is
without default.
ii) MAHLE will conduct the defense of the claim in
accordance with MAHLE’s Defense Obligations set forth
above. All liability shall be apportioned in relation to thefault of MAHLE, the Buyer, and any other Supplier whichmight be liable.
Setoff
The Buyer may not set off, or otherwise debit against, or
recoup, from any amounts due or to become due to
MAHLE or any amounts due, or to become due to Buyer,
however and whenever arising.

ii) If the Buyer terminates this contract prior to the end of
the vehicle or engine program; as agreed upon in the
Quotation, the Buyer shall, within forty five days (45), pay
to MAHLE: (a) The contract price for all finished
Product(s) that have been manufactured prior totermination, (b) The cost of all work in process (based
upon the contract price times percentage of completion),(c) The cost of all un-fabricated raw materials purchased
by MAHLE in connection with the contract, (d) All costs
anticipated by MAHLE to be amortized in the piece priceover the expected volumes of the vehicle program(including, without limitation, capital equipment, tooling,
and machinery).
iii) MAHLE is not obligated to release any of the Buyer’s
tooling, nor provide any transition support to the Buyer
relating to the supply of the Product(s), until the Buyer
makes all termination payments.
Applicable Lawi) Unless expressly agreed upon otherwise, the contract
between MAHLE and the Buyer shall be governed byMichigan law.
iii) The provisions of the United Nations Convention on
Contracts for the International Sale of Goods, and any
conflict-of-law provisions that would require applicationof another choice of law, are excluded.
WaiverWaiver by either party of a breach of any of the terms andconditions of this contract shall not constitute a waiver of
any other breach of the same or any other term.
Entire Contract
The contract to which these terms and conditions areattached constitutes the entire agreement between theparties, and no modification of this contract shall bebinding unless in writing and signed by both parties
hereto.
_______________________________________________
Farmington Hills, April 2012~3~