General Terms and Conditions of Sale and Delivery for the Spare Parts Business of
MAHLE Aftermarket Limited

I. Definition, Area of Application
1. The following General Terms and Conditions of Sale and Delivery apply to the business conducted by MAHLE Aftermarket Limited (hereinafter referred to as “MAHLE”)
regarding the sale and delivery of spare parts(hereinafter referred to as “Delivered Goods”).
These Terms and Conditions shall solely apply, to the exclusion of any contradicting or
conflicting terms or conditions that the contractual partner (hereinafter referred to as the “Ordering Party”) may seek to impose or incorporate, or which are implied by trade, custom,practice or course of dealing. Such terms or
conditions shall not be recognised or acceptedby MAHLE, unless MAHLE has expressly
agreed to their applicability in writing, and thisshall apply even where MAHLE is aware ofsuch contradicting or conflicting terms and still
delivers the Delivered Goods to the Ordering
Party without any reservation.
2. Individual agreements made with the Ordering Party in particular cases (including sideagreements, addenda supplements andamendments), shall take precedence overthese Terms and Conditions in all cases provided always that such agreements have been
accepted by MAHLE and by the Ordering Party in writing (which may include, without limitation, e-mail or fax).
3. These Terms and Conditions (as updated
from time to time) shall also apply as a framework agreement covering future contracts forthe sale of Delivered Goods by MAHLE to theOrdering Party without the need for MAHLE torefer to them expressly in relation to each order.
II. Conclusion of Contract (Offer, Offer
Documents, Confirmation of Order)
1. Offers made by MAHLE are without commitment and subject to confirmation by
MAHLE. When the Ordering Party orders
goods, this shall be deemed to be a binding
offer capable of acceptance by MAHLE within
4 weeks of receipt, unless otherwise stated in
the order.
2. MAHLE hereby reserves all copyright andother intellectual property rights in and to any
drafts, drawings, calculations, catalogues, images, product illustrations and other documents relating to the Delivered Goods. This
shall also apply to any written documents thatare marked “confidential”. The Ordering Party
shall not disclose or otherwise use any suchmaterials or documents without express priorwritten permission by MAHLE. No representation or warranty is given by MAHLE in respectof the content of any such drafts, drawings,
calculations or other documents and MAHLE is
not responsible for and does not accept any
liability in respect of any recommendations© MAHLE, 2017

included in such documents or materials for useof the Delivered Goods.
3. A contract for delivery shall not be formed
until MAHLE has provided a written confirmation of the order for the Delivered Goods.
Where MAHLE is able to prove that such confirmation has been provided by e-mail or fax, it
shall be assumed that the Ordering Party hasreceived such confirmation.
III. Prices, Terms of Payment
1. Insofar as not otherwise stated in the confirmation of order, all prices shall be considered to
be “FCA – free carrier (MAHLE)” as per Incoterms 2010 including packaging; plus statutory
value added tax valid at the time of invoice. The
price shall be calculated on the date of delivery
as per the prices stated in MAHLE’s then current price list.
2. Insofar as no other terms of payment areagreed, payments must be made to and received by MAHLE within 30 days of the date of
invoice without any set-off, counterclaim, deduction or withholding (except for any deduction
or withholding required by law). Payment shallbe effected by bank transfer.
3. If the Ordering Party fails to make any payment due to MAHLE under the contract by thedue date for payment, then the Ordering Party
shall pay interest on the overdue amount at therate of 3% per cent per annum above the Bankof England's base rate as adapted from time totime. Such interest shall accrue on a daily basis
from the due date until actual payment of theoverdue amount, whether before or after judgment. The Ordering Party shall pay the interest
together with the overdue amount.
4. If the Ordering Party is in arrears, MAHLE
shall (without limiting its other rights or remedies) be entitled to retain or to regain possession of the Delivered Goods until they are fully
paid for or to withdraw from the contract.
5. If, at any time after any contract is formed,
MAHLE becomes aware of any circumstancesthat affect the Ordering Party’s creditworthinessor ability to pay for the Delivered Goods, or if
the Ordering Party defaults in the payment of
the purchase price due in respect thereof,
MAHLE shall be entitled to demand an advancepayment or the provision of appropriate security
for such payment within an appropriate period
and shall be entitled to refuse performance until
any such conditions have been fulfilled.
6. Upon refusal by the Ordering Party to accept
such conditions or unsuccessful expiry of theterm specified by MAHLE for such acceptance,
MAHLE shall be entitled to withdraw from thecontract in full or in part and to demand compensation in relation thereto.

IV. Retention of Title
1. MAHLE hereby reserves all rights of ownership of and title to the Delivered Goods until
payment has been received in full (in cash or
cleared funds) for the Delivered Goods and anyother goods that MAHLE has supplied to theOrdering Party.
2. In the event of any breach of contract or other default by the Ordering Party before title to
the Delivered Goods passes to the Ordering
Party, then, without limiting any other right orremedy that it may have, MAHLE may at any
time require the Ordering Party to deliver up all
Delivered Goods in its possession that have notbeen resold, or irrevocably incorporated intoanother product, and if the Ordering Party fails
to do so promptly, enter any premises of theOrdering Party or of any third party where theDelivered Goods are stored in order to recoverthem.
3. The assertion of such retention of title andseizure of any Delivered Goods by MAHLE
shall not be deemed to be withdrawal by
MAHLE from the contract.
4. Subject to the terms hereof, the Ordering
Party may resell or use the Delivered Goods inthe ordinary course of its business (but not otherwise) before MAHLE receives payment for
the Delivered Goods. However, if the Ordering
Party resells the Delivered Goods before thattime: (a) it does so as principal and not as
MAHLE’s agent; and (b) title to the Delivered
Goods shall pass from MAHLE to the Ordering
Party immediately before the time at which resale by the Ordering Party occurs.
5. Any processing of or alterations to the Delivered Goods shall always be performed by theOrdering Party for MAHLE. If the Delivered
Goods are processed with other goods that do
not come from MAHLE, MAHLE shall obtain coownership of the new goods to the proportion of
the value of the Delivered Goods comparedwith the other processed goods at the time ofprocessing.
6. If the Delivered Goods are inseparably combined with other goods that do not come from
MAHLE, MAHLE shall obtain co-ownership ofthe combined product to the proportion of thevalue of the Delivered Goods represents compared with the other combined goods but shallnot have any responsibility for any costs or liabilities relating to such combined products.
7. The Ordering Party is not permitted to pledge
the Delivered Goods nor to transfer them as
security in any way. In the event of seizure orconfiscation or any other disposition by any
third parties, the Ordering Party must inform
MAHLE of this without delay, and provide
MAHLE with all information and documents thatare necessary to protect their rights. Enforce-

1General Terms and Conditions of Sale and Delivery for the Spare Parts Business of
MAHLE Aftermarket Limited

ment officers or other third parties involved
must be informed of MAHLE’s ownership.
V. Delivery, Delivery Time
1. Any dates quoted for delivery are approximate only, and the time of delivery is not of theessence.
2. MAHLE is entitled to provide partial delivery
and corresponding invoices insofar as thisdoes not prejudice the use of the Delivered
Goods by the Ordering Party, acting reasonably. MAHLE reserves the right to deliver up to
1% more or less than the quantity of Delivered
Goods ordered.
3. The term of delivery shall be extended in theevent of force majeure or other events outside
MAHLE’s control (which shall include without
limitation any strikes or lock-outs at any
MAHLE premises). MAHLE shall inform theOrdering Party of such circumstances as soon
as possible. If such events continue for longer
than six months, both parties shall be entitledto suspend or cancel any further performance
under the contract. MAHLE shall not be
obliged to procure any replacement goods andno compensation shall be payable to the Ordering Party by MAHLE in such event.
4. Insofar as MAHLE cannot meet any specified delivery dates for reasons outside theircontrol (including without limitation nonavailability of its supply), MAHLE shall informthe Ordering Party of this promptly and state
the estimated new delivery date at the sametime. If the supply is equally not available within the new term of delivery, MAHLE shall beentitled to withdraw from the contract in full orin part. In such event, MAHLE shall reimburse
without delay any payment already made by
the Ordering Party for Delivered Goods thatare not delivered.
5. If the Ordering Party delays in accepting
delivery, fails to cooperate with MAHLE in relation to delivery or if there are any delays indelivery by MAHLE for other reasons causedby the Ordering Party, MAHLE shall be entitledto demand compensation for any resulting loss
or damage including additional expenses (e.g.
storage fees). MAHLE shall invoice a lumpsum fee totalling 0.5% of the net remuneration(value of the Delivered Goods) per calendar
week up to a total of 5% of the net remuneration together with its notice of readiness todeliver the Delivered Goods. However,
MAHLE shall not enforce payment of suchlump-sum fee to the extent that such amountwould exceed actual damages incurred by
MAHLE and MAHLE shall be entitled to claim
additional compensation in the event that thedamages incurred are greater than the lumpsum fee invoiced.
VI. Delay in delivery© MAHLE, 2017

1. If MAHLE fails to deliver the Delivered
Goods, its liability shall be limited to the costs
and expenses incurred by the Ordering Party inobtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Delivered Goods.

3. In the event of the delivery of defective parts,
MAHLE shall have the right to choose whether
such defective parts will be repaired or replaced. Any statutory rights of MAHLE to refuse
subsequent performance shall remain unaffected.

2. MAHLE shall have no liability for any failure
to deliver the Delivered Goods or any delay indelivery of the Delivered Goods to the extent
that such failure or delay is caused by a force
majeure event or by the Ordering Party's failure
to provide MAHLE with adequate delivery instructions or any other instructions that are relevant to the supply of the Delivered Goods.

4. In the event of repairs, MAHLE shall bear all
costs and expenses required for the purpose ofrectifying the defects, in particular any costs oftransportation, travel, labour and materials.
However, MAHLE shall not be responsible forany increased costs resulting from the Delivered Goods being taken to a place other thanthe place of performance.

VII. Dispatch, Transfer of Risk, Acceptance
1. Insofar as not otherwise stated in the confirmation of order, delivery is agreed as “FCA –free carrier (MAHLE)” as per Incoterms 2010.
This shall also apply to partial deliveries andreturn deliveries.
2. Transportation and disposable packaging
shall (where specified by applicable law or regulation) become the property and responsibility of
the Ordering Party and shall not be removed by
MAHLE. The Ordering Party shall be obliged toarrange for the disposal of the packaging attheir own expense.
VIII. Material Defects Claims by the Ordering
Party
1. The Ordering Party shall inspect the Delivered Goods immediately on delivery thereof.
The Delivered Goods shall be deemed to be
free from defects or damage and in in full accordance with any contractual specification andthe Ordering Party shall be bound to accept andpay for such Delivered Goods at the time ortimes specified in the contract unless a written
claim is made by the Ordering Party and is received by MAHLE: (i) within three days of delivery in respect of any claim relating to damage, delay or partial loss in transit. (ii) within 28
days of dispatch in respect of any claim relating
to non-delivery or (iii) within 28 days of delivery
in respect of any claim relating to any othermatter.
2. Following any such written claim, MAHLE
shall be given an opportunity to inspect the Delivered Goods within a reasonable time following delivery and before any use is made of themand any Delivered Goods subject to any claim
must be stored by the Ordering Party free ofcharge for MAHLE’s inspection. MAHLE reserves the right to request, and if so requested
the Ordering Party shall provide, a failure reportfor defective goods that are rejected before areturn will be allowed. Where the Ordering Party
rejects or purports to reject any Delivered
Goods then the relevant provisions of theseTerms and Conditions shall apply in respect ofany related liability and claims.

5. The Ordering Party must make the defective
parts available immediately if requested to do
so by MAHLE.
6. In the event of repeated failures by MAHLE
to provide subsequent performance or if adeadline set by the Ordering Party for subsequent performance has expired or ceased toapply, or if such subsequent performance isdisproportionate, the Ordering Party shall havethe right to withdraw from the contract without
penalty or claim a proportionate reduction of thepurchase price.
7. MAHLE shall not be liable for any claims by
the Ordering Party based on material defects if
such defects can be traced back to a breach ofoperating, servicing and installation instructions, unsuitable or improper processing or use,overloads (e.g. by modifications to increase
performance), wrong or careless handling or
natural wear and tear as well as any interference with the Delivered Goods by the Ordering
Party or by any third parties.
8. The warranty given under this Section VIII isvalid for a period of 1 year from the date of delivery and shall apply provided that the Ordering
Party has notified MAHLE in writing and returned the Delivered Goods to MAHLE for inspection within a period of 1 year from theirdelivery date .
9. In the event that there is no material defectfound upon inspection or if the material defectis based on a circumstance for which MAHLE is
not liable, the Ordering Party shall reimburse
MAHLE all costs arising therefrom.
IX. General Limitation of Liability
1. Subject to Section IX (3) below, MAHLE shallnot be liable to the Ordering Party or any third
party for any liability, claims, obligations, damages, costs, or expenses, including without limitation, any direct, indirect, special, incidental, or
consequential damages (including lost profits,business losses, personal property damage,personal injury, and death) arising out of or relating to the sale of the Delivered Goods by
MAHLE to the Ordering Party or any related2General Terms and Conditions of Sale and Delivery for the Spare Parts Business of
MAHLE Aftermarket Limited

services provided by MAHLE by reason of any
representation (unless fraudulent), or any implied warranty, condition or other term, or incontract, tort (including negligence), breach ofstatutory or common law duty or otherwise.
2. MAHLE is not liable for, and the Ordering
Party assumes full liability for, all personal injury and property damage connected with thehandling, transportation, possession, processing, repackaging, further manufacture, orother use or resale of the Delivered Goods,
whether the Delivered Goods are used alone
or in combination with any other material. Delivered Goods sold by MAHLE are not authorised to be used in life support equipment inwhich the malfunction of the Delivered Goods
can reasonably be expected to result in a situation in which personal injury, death or catastrophic property damage could occur. Anysuch use by Ordering Party, or its customer, isat the sole risk of the Ordering Party, and theOrdering Party agrees to indemnify and defend
MAHLE against and hold MAHLE harmlessfrom all damages and costs arising out of suchuse or sale.
3. Nothing in these Terms and Conditions shalllimit or exclude MAHLE's liability for:(a) death or personal injury caused by its negligence, or the negligence of its employees,
agents or subcontractors (as applicable);(b) fraud or fraudulent misrepresentation;(c) breach of the terms implied by section 12 of
the Sale of Goods Act 1979;(d) defective products under the Consumer
Protection Act 1987; or© MAHLE, 2017(e) any matter in respect of which it would be
unlawful for MAHLE to exclude or restrict liability.
4. Subject to Section IX (3), MAHLE’s total liability to the Ordering Party in respect of all losses arising under or in connection with any contract, whether in contract, tort (including
negligence), breach of statutory duty, or otherwise shall not exceed the price of the Delivered
Goods.
X. Confidentiality
1. All business or technical information, including without limitation any intellectual property
deriving from items or software and otherknowledge and experience provided by or originating from MAHLE must be kept confidentialfrom third parties for as long as and to the extent that it has not been provably announced inpublic or provided in writing by MAHLE for resales by the Ordering Party (in which case it
may only be made available to such persons intheir own business premises that need suchinformation for their use and who are subject
to equivalent confidentiality undertakings). Suchinformation shall remain the sole property of
MAHLE and may not be copied or used forbusiness purposes without prior written permission from MAHLE. All information (including all
copies and records made where applicable) anditems that were lent out must be handed overpromptly and fully to MAHLE or destroyed at
MAHLE’s request. This does not apply to confidential information and copies thereof which arerequired to be maintained by the Ordering Party
pursuant to mandatory applicable laws.

2. MAHLE reserves all rights to all information
described in Section X of these Terms andConditions (including copyrights and the right toapply for industrial property rights such as patents, utility patents, etc.).
XI. Applicable Law and Jurisdiction; Severability
1. Any contract incorporating these Terms andConditions, and any dispute or claim (including
non-contractual disputes or claims) arising outof or in connection with it or its subject matter orformation, shall be governed by and construedin accordance with the laws of England andWales.
2. Each party irrevocably agrees that the courtsof England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arisingout of or in connection with any such contract or
its subject matter or formation.
3. If any provision or part-provision of theseTerms and Conditions is or becomes invalid,illegal or unenforceable, it shall be deemed
modified to the minimum extent necessary to
make it valid, legal and enforceable. If suchmodification is not possible, the relevant provision or part-provision shall be deemed deleted.
Any modification to or deletion of a provision or
part-provision under this clause shall not affectthe validity and enforceability of the rest of thecontract.
August 20173