Uniform Terms and Conditions of Sale and Delivery for the division “Industrial applications”
of the Germany-based companies of the MAHLE GroupI. Definition, scope of application
1. The following Uniform Terms and Conditions ofSale and Delivery (hereinafter referred to as “Terms
and Conditions”) shall apply to the business relations between the Customer and the respective
MAHLE company
	(i) of the MAHLE division “Industrial applications” with registered seat in the Federal Republic of Germany or	(ii) insofar as the respective MAHLE company
refers to the Terms and Conditions upon conclusion of the contract (hereinafter respectively referred to as “MAHLE”); MAHLE shall notrecognize any conflicting or differing terms andconditions of the Customer compared withthese Terms and Conditions unless MAHLE
has expressly approved their validity in writing.
The following Terms and Conditions shall also apply
if MAHLE accepts the order of the Customer without
reservation and/or performs the delivery to the Customer without reservation while aware of terms andconditions of the Customer that conflict with or differ
from MAHLE’s Terms and Conditions.
2. Separately made individual agreements with theCustomer (including subsidiary agreements, supplements, and amendments) take precedence overthese Terms and Conditions in every case. A written
contract or the written confirmation of MAHLE
shall be decisive for the content of such agreements. The contractual parties shall also satisfy thewritten form requirement by sending documents by
fax or by e-mail.
3. In their respective version, these Terms and Conditions shall also apply as a framework agreement
for future contracts between the same Customer
and the respective MAHLE company of the MAHLE
division “Industrial applications” with registered seatin the Federal Republic of Germany without MAHLE
having to make reference hereto again in each individual case.

II. Offers, offer documents, order confirmation
1. All MAHLE offers are nonbinding and subject tochange without notice and are carried out subject tothe reservation of self-delivery.
2. The order for the item of delivery placed by the
Customer shall be deemed as a binding contractual
offer and may be accepted by MAHLE within 4
weeks. The minimum order value is EUR 150, excluding value added tax. A surcharge for shortfall inquantity shall be charged should this not be reached.
3. A contract for delivery shall only materialize by
way of a written order confirmation or order confirmation by means of remote data transmission of
MAHLE, at the latest, however, upon delivery. If
MAHLE can prove by submitting a dispatch reportthat it sent a declaration by fax or remote data transmission, it shall be presumed that the Customer received the declaration.

© MAHLE, 2016

4. MAHLE reserves the property rights and copyrights to samples, cost estimates, drawings, calculations, and other information of a material and immaterial nature, which is not generally accessible— including in an electronic form. The Customer
shall require the express written consent of MAHLE
before forwarding these to third parties.

III. Prices, terms and conditions of payment
1. All MAHLE prices are deemed “ex works” inaccordance with the Incoterms 2010 plus the valid
statutory VAT on the date of invoicing. All additionalcosts, such as packaging, transport, customs duties,
support with the execution of customs formalities,
taxes, other public duties, or an agreed assembly
shall be invoiced separately.
2. Provided that no other payment terms have been
agreed, payments are to be made within 14 days
from invoice date without deduction. Payment shallbe made by way of a bank remittance. The receipt of
payment to MAHLE shall be decisive with regard to
the timeliness thereof.
3. Once the above payment deadline has expired,
the Customer shall be deemed in default. In theevent of delayed or deferred payment, MAHLE shallbe entitled to charge interest in the amount of
the respective applicable statutory interest rate on
default. MAHLE reserves the right to assert further
damages on default. In addition, MAHLE shall beentitled to hold back all deliveries or services until
payment is received in full. The entitlement to thecommercial maturity interest (§ 355 HGB [German
Commercial Code]) shall remain unaffected towardmerchants.
4. The Customer may only set off claims against
undisputed counterclaims recognized by MAHLE orrecognized by declaratory judgment. The Customer
shall only be authorized to exercise a right of retention in the event that its counterclaim is based on thesame contractual relationship.
5. In the event that, upon conclusion of the contract,
MAHLE becomes aware of circumstances whichraise questions about the Customer’s creditworthiness, or in the event of a substantial risk of claim to
payment due to a deterioration in the Customer’s
assets, or if the Customer falls into arrears withthe payment, then MAHLE may demand advancepayment or security with a reasonable deadline andrefuse performance until its request or the payment
entitlement have been fulfilled. In case of a refusalof the Customer or unsuccessful expiry of the deadline, MAHLE is entitled to cancel the contract inwhole or in part and to demand compensation inplace of performance.
IV. Retention of title
1. MAHLE reserves the right of ownership to theitems of delivery until all payments from the business
relationship with the Customer have been received.

2. In the event that the Customer acts in breach of
the contract, in particular in the event of nonpayment of the due purchase price, MAHLE shall beentitled to withdraw from the contract in accordancewith the statutory regulations and/or demand thatthe items of delivery be returned on the basis of theretention of title and resell it. Any demand for the
return of goods shall not be deemed to include asimultaneous declaration of withdrawal; on the contrary, MAHLE shall be entitled to merely demand thereturn of the items of delivery and reserve the rightto withdraw from the contract. In the event that theCustomer does not pay the due purchase price,
MAHLE may only assert such rights if MAHLE has
previously and unsuccessfully set the Customer areasonable deadline for payment or if the setting ofsuch a deadline is superfluous in accordance withthe statutory regulations.
3. An application to commence insolvency proceedings concerning the assets of the Customer shallentitle MAHLE to withdraw from the contract and to
demand the immediate return of the items of delivery.
4. The Customer shall be entitled to resell the itemsof delivery within the ordinary course of business;
the Customer hereby now assigns to MAHLE all
claims incurred by the Customer from the resale in
the amount of the purchase price agreed between
MAHLE and the Customer (including VAT), regardless of whether the delivery items are resold without
being fabricated or after being fabricated; MAHLE
hereby accepts the assignment. The Customer isauthorized to collect such claims after they havebeen assigned. This shall not affect MAHLE’s
authorization to collect the claims itself; however,
MAHLE undertakes not to collect such claims
provided the Customer properly fulfills its payment
obligations and is not in default of payment. In theevent, however, that this is not the case, MAHLE
shall be entitled to demand that the Customer discloses the assigned claims and their debtors,
provides all information required for collection, surrenders the related documents, and informs the
debtors (third parties) of the assignment.
5. The processing or conversion of the items ofdelivery by the Customer is always carried out for
MAHLE. If the items of delivery are processedwith other items of delivery, which do not belong to
MAHLE, then MAHLE shall acquire the joint title tothe new items of delivery in the proportion of thevalue of the items of delivery to the other processed
objects at the time of processing.
6. In the event that the items of delivery are inseparably mixed or joined with other objects not belonging to MAHLE, then MAHLE shall acquire the joint
ownership to the new object in proportion of thevalue of the objects of delivery to the other mixed
objects. The Customer shall hold the joint title insafe custody free of charge on behalf of MAHLE.
7. The Customer may neither pledge the items ofdelivery nor transfer title to such items by way of1

security and has to label these as MAHLE property.
The Customer has to inform MAHLE immediately incase of attachments as well as seizures or otherthird-party dispositions, and provide MAHLE with all
the information and documents available to it, which
are necessary to safeguard its rights. Enforcement
officers or third parties are to be informed of the titleof MAHLE.
8. MAHLE hereby agrees to release the securities towhich it is entitled upon the request of the Customer
to the extent such securities do exceed the value ofthe claims to be secured by MAHLE by more than
10%, provided, such have not yet been satisfied.
MAHLE shall be responsible for selecting the securities to be released.

V. Deliveries, delivery period
1. Delivery and service deadlines are approximate
deadlines and nonbinding insofar as MAHLE has
not described these as binding in writing. Agreed
delivery and service deadlines presume that alltechnical and commercial questions have beenclarified between the contractual parties and payments or other obligations of the Customer areavailable or have been fulfilled in time; agreed delivery and service deadlines shall only apply underthese prerequisites. If this does not take place, thedelivery deadline shall be adequately extended.
This shall not apply insofar as MAHLE is responsible for the delay.
2. The compliance with the delivery period is subject
to MAHLE’s self-delivery being correct and received
promptly. MAHLE shall inform the Customer as soon
as possible if there are any indications of delays.
3. The delivery period shall be deemed compliedwith if the item of delivery has left the MAHLE factory by its expiry or MAHLE has reported that the
goods are ready for dispatch. Insofar as an acceptance is to be carried out — except with the justified
refusal of acceptance — the acceptance date shallbe decisive or alternatively the notification that the
goods are ready for dispatch by MAHLE.
4. In the event that dispatch or the acceptance isdelayed at the Customer’s request, then the item ofdelivery shall be stored at MAHLE at the Customer’srisk. The costs incurred through the delay, in particular the storage cost, shall be charged to the Customer.
5. The delivery period shall be extended by the
duration of the impediment in case of force majeureor other events, which are beyond the scope of influence of MAHLE, e.g., industrial disputes (incl.
strikes and lockouts — also at MAHLE), delays in thedelivery of essential raw materials, difficulties withenergy supply. MAHLE shall inform the Customer ofthe start and the end of such circumstances as soon
as possible. If the aforementioned impediments last
longer than six months, both contractual parties areentitled to cancel the contract with regard to thepart, which has not yet been fulfilled. MAHLE is not
obliged to substitute procurement. Claims for dam-

© MAHLE, 2016ages of the Customer against MAHLE due to thepreviously mentioned impediments are excluded.
6. Partial deliveries shall be permissible provided no
disadvantages for use arise thereby.
7. MAHLE reserves the right to excess and shortfall
in deliveries up to 10%.

VI. Delay in delivery
1. The occurrence of our delay in delivery is determined in accordance with the statutory regulations.
In each case, however, a reminder is required fromthe Customer.
2. MAHLE shall be liable for delay in delivery inaccordance with Section X.3. of these Terms andConditions. However, the liability of MAHLE is limited
to the compensation of the foreseeable, typically occurring damages.

VII. Dispatch, transfer of risk, acceptance
1. Unless otherwise specified in the order confirmation, delivery “ex works” is agreed in accordance with
the Incoterms 2010. Dispatch is at the Customer’srisk and expense. This shall also apply to partial
deliveries as well as returned goods. Insofar as an
acceptance is to be carried out, this is decisive forthe transfer of risk. It must be carried out immediately as of the acceptance date or alternatively after
MAHLE’s notification concerning the goods’ readiness for acceptance. The Customer may only refuse
acceptance if there is a significant defect.
2. In case of separate agreements, the items of delivery can be shipped to another place of destination at the Customer’s expense (contract of sale
involving the carriage of goods); MAHLE is entitledto determine the type of the shipment (in particulartransport company, dispatch route, packaging, andinsurance) itself.
3. The risk of accidental loss and the accidental
deterioration of the items of delivery shall pass withthe provision of the item of delivery at the agreed
location and at the agreed time, by no later howeverthan with the handover to the Customer. With thecontract of sale involving the carriage of goods, therisk of accidental loss and the accidental deterioration of the items of delivery as well as the risk ofdelay shall pass with the delivery of the items ofdelivery to the carrier, the freight forwarder, or the
persons otherwise determined for the execution of
the shipment. Insofar as an acceptance has been
agreed, this shall be decisive for the transfer of risk.
If the Customer is in default of acceptance, the risk
shall also be transferred. If the shipment/the acceptance/the handover is delayed or it is not carried out
at all in full, owing to circumstances, which are not
attributable to MAHLE, the risk shall transfer to theCustomer from the day of the notification that the
goods are ready for shipment or acceptance.

4. Disposable packaging shall not be taken back.
Reusable packaging is to be returned to MAHLE by
the Customer free of charge. MAHLE shall invoice
reusable packaging if this is not returned within aperiod of no longer than 4 weeks after the delivery/collection; the IT-supported reusable packaging accounts that are kept at MAHLE form the basis of thecomputation. These accounts are kept due to theempties receipts and the physical inbound and outbound control of the returned containers.
5. In the event that the Customer is in default in
accepting delivery, omits an act of cooperation, or if
a delivery from MAHLE is delayed for other reasons
for which the Customer is responsible, MAHLE shallthen be entitled to demand compensation for any
damages arising therefrom, including additional
expenses (e.g., storage costs). For this purpose,
MAHLE shall charge a lump sum compensation in
the amount of 0.5% of the net price (delivery value)
per calendar week up to a maximum total of 5%of the delivery value, beginning with the delivery
period or — in the absence of a delivery period— with the notification that the item of delivery is
ready for shipment. MAHLE will not request any
lump sum with which the damages, which are expected in accordance with the customary progress,
are exceeded. The proof of higher damages andstatutory claims (in particular, reimbursement of additional expenses, reasonable compensation, termination) of MAHLE remain unaffected; the lump sum
is, however, to be offset against further monetaryclaims. The Customer is permitted to prove that
MAHLE did not suffer any or only significantly fewer
damages than the above mentioned lump sum.

VIII. Property rights
1. In cases where the items of delivery are used inaccordance with the contract, MAHLE shall be liablefor claims arising from infringement of industrial
property rights or copyrights, of which at least one ispublished from the property right family of the Federal Republic of Germany. In this respect, MAHLE
shall procure at the Customer’s expense the fundamental right for the Customer to make further use of
the item of delivery or shall modify the delivery item
in a manner acceptable to the Customer to the extent that the infringement of property rights no longer exists. If this is not possible under economically
viable conditions or within a reasonable period, theCustomer is entitled to withdraw from the contract.
Under the stated prerequisites, MAHLE shall also
have a right to withdraw from the contract.
2. In addition, MAHLE shall indemnify the Customer
from claims of the holders of the property rights concerned, which are not disputed by MAHLE or thatare recognized by declaratory judgment.
3. Section VIII. shall be conclusive with regard to the
obligation of MAHLE — subject to Section X.3 — forthe event of the infringement of property right or
copyright. Such obligation only exists if• the Customer informs MAHLE immediately of
property right or copyright infringements, whichbecome known or are asserted;2• the Customer supports MAHLE to a reasonable
extent with defending the asserted claims or
enables the execution of the modification
measures for MAHLE in accordance with
Subclause VIII.1.;• MAHLE reserves the right to all defense
measures including out-of-court regulations;• the defect of title is not due to an instruction,
drawings or models; or other descriptions ordetails of the Customer, which are deemed
equivalent hereto;• the infringement of rights was not caused by thefact that the Customer autonomously changed
the item of delivery or used it in a manner that isin violation of the contract.
4. Insofar as MALE is not liable in accordance withthis section, the Customer shall indemnify MAHLE
from all third-party claims.

IX. Warranty
MAHLE shall assume warranty for material defects
to the delivery as follows:
1. The Customer’s claims for defects presume that
the Customer has satisfied its statutory obligations
for inspection and to report a complaint (§§ 377, 381
HGB). Should any defect be found upon inspectionor thereafter, MAHLE must be notified immediately.
The notification is deemed as immediate if effected
within two weeks; the timely dispatch of the notification is sufficient in order to safeguard the deadline.
The notification must be in writing. Irrespective of
the above obligation pertaining to inspection andnotification of defects, the Customer has to report
obvious defects (including wrong delivery or shortfall in delivery) within two weeks from the delivery;
the timely dispatch of the notification of a defect issufficient in order to safeguard the deadline. The
notification must be in writing. Should the Customer
fail to provide the notifications of defect specified
above, any liability of MAHLE is excluded for the unreported defect.
2. Decisive for the design, measurements, weight,
and suitability is solely the agreement of the condition reached concerning the item of delivery (the firstsample sent to the Customer for examination andtesting, the construction drawing of MAHLE, or theagreed performance specifications). If no agreement exists concerning the condition, MAHLE warrants that the material and workmanship are free of
defects in compliance with the respective state of
the art.
3. MAHLE is entitled to create deliveries and services in deviation of the agreed condition insofar as
this is required for production technology reasons at
MAHLE and the modification is deemed reasonable
for the Customer.
4. If the item of delivery is faulty, MAHLE can choose
whether subsequent performance is provided byremedying the defect (subsequent improvement) or
by delivery of a new item (substitute delivery). The
right of MAHLE to refuse the subsequent perfor-© MAHLE, 2016

mance under the statutory prerequisites remains
unaffected.
5. If the item of delivery is faulty, the Customer has
to give MAHLE the necessary time and opportunity
prior to the start of manufacture (processing or installation) to perform all subsequent improvements
and/or replacement deliveries that appear necessary to MAHLE. In the event the Customer does notsatisfy this obligation, MAHLE shall be exemptedfrom any liability for the resulting consequences.
The Customer, after prior notification of MAHLE, canonly remedy the defect itself or have it remediedby third parties and request reimbursement of thenecessary expenses from MAHLE in urgent cases
where an operational safety risk exists or in order toavert disproportionately large damages. The Customer’s right to rectify defects itself or have it remedied by third party shall not exist if MAHLE would
have been entitled to refuse the remedial work due
to statutory regulations.
6. Of the direct costs arising from the remedial work
or a replacement delivery, MAHLE — insofar as thecomplaint proves to be justified — shall bear thecosts for the replacement part including the shipment. Costs incurred by the fact that the item of delivery has been taken to another location than theregistered seat of the Customer or the contractuallyagreed place of performance shall be borne by the
Customer.
7. If MAHLE — by taking into consideration the legal
exceptions — does not successfully meet a reasonable deadline for the remedial work or replacement
delivery on account of a material defect, set to it by
the Customer, the Customer can accordingly withdraw from the contract within the statutory regulations. If there is only an insignificant defect, the Customer is merely entitled to reduce the agreed price.
The right to reduction of the price incidentally remains excluded.
8. Further claims are excluded subject to Section X.
9. The Customer shall provide MAHLE immediately
upon request and at MAHLE’s expense, with theparts that MAHLE is to replace.
10. Claims based on defects shall in particular not
arise if the defect is a result of stipulations of the
Customer, violation of operating, service, and installation regulations, unsuitable or improper use or
storage, faulty or negligent handling, and natural
wear and tear, as well as interventions in the item ofdelivery carried out by the Customer or by third parties, e.g., improper remedial work of the Customer
or a third party as well as changes to the item ofdelivery without prior consent of MAHLE.
11. In the event it is determined that there is nomaterial defect or that the defect is due to circumstances that do not oblige MAHLE to assume
liability for defects, the Customer shall reimburse
MAHLE all costs incurred hereby.

X. Liability
MAHLE shall be liable for claims of the Customer fordamages and/or fruitless expenses — for whateverlegal reasons — as follows:
1. Unless otherwise regulated within another liability
provision of these Terms and Conditions, MAHLE
shall only be obliged to compensate for damages
incurred by the Customer directly or indirectly as aresult of a faulty delivery, due to violation of official
safety regulations, or for any other legal cause,
which is attributable to MAHLE.
2. If through MAHLE´s fault as a result of omitted or
faulty execution of recommendations, and advice
before or upon conclusion of the contract, or by thebreach of other secondary contractual obligations — in particular instructions for the operationand maintenance of the delivery item — the Customer cannot use the delivery item in accordancewith the contract, the regulations of Sections IX andX.3 shall apply accordingly under the exclusion offurther claims from the Customer.
3. a) MAHLE shall only be liable — for whatever legal reasons — for damages other than to the item ofdelivery itself in cases of willful intent, gross negligence of the executive bodies, executives, or vicarious agents, with culpable injury to life, body, health,with defects, which MAHLE maliciously failed todisclose, or the absence of which was guaranteed
by MAHLE, and in accordance with the provisions of
the Product Liability Act.
b) With the culpable breach of essential contractual duties (obligation, the fulfillment of which makes
the proper execution of the contract possible at
all and the compliance with which the contractual
partner as a rule relies and is entitled to rely upon),
MAHLE shall also be liable in case of grossnegligence of nonmanagerial staff and with slight
negligence, in the latter case limited to the reasonably foreseeable damages upon conclusion of thecontract, which are typical for the contract.
c) Further claims are excluded.
4. In the event that a claim is asserted against theCustomer due to liability in accordance with a right,
which cannot be excluded toward third parties,
MAHLE shall assume responsibility toward the Customer to the extent that it would also be directly liable. For the compensation of damages between the
Customer and MAHLE, the principles of § 254 BGB[German Civil Code] shall apply accordingly. This
shall also apply in the event of the direct assertion ofa claim against MAHLE. The compensation obligation is excluded insofar as the Customer on its parthas effectively limited the liability toward its buyer.
The Customer shall make an effort to also agree
upon limitations of liability to a legally admissible extent for the benefit of MAHLE.
5. MAHLE shall be liable — as it is legally obliged
hereto — for actions taken by the Customer in orderto defend damages (e.g., recall action).
6. The Customer shall inform and consult MAHLE
immediately and comprehensively should the Cus-3

tomer intend to assert a claim against MAHLE in accordance with the above regulations. The Customer
has to give MAHLE the opportunity to examine thedamaging event. The contractual parties shall agree
about the measures to be taken, in particular in caseof settlement negotiations.

XI. Statute of limitations
All claims of the Customer — for whatever legal reasons — are subject to a limitation period of 12 months
after transfer of risk. For claims in accordance with
Subclause X.3.b) as well as in cases of willful intent,
gross negligence of the executive bodies or executives, with culpable injury to life, body, health, withdefects, which MAHLE maliciously failed to disclose, or the absence of which was guaranteed by
MAHLE, and in accordance with the provisions of
the Product Liability Act, the statutory regulations
shall apply. This shall have no effect on the special
statutory regulations for in rem claims of third par­ties for handover (§ 438 Par. 1 No. 1 BGB) as wellas to buildings and building materials (§ 438 Par. 1
No. 2 BGB).

XII. Design, tools
The tests and inspections stipulated by the Customer shall be decisive for the faultless suitabilityof the design and the material of the parts to be
produced by MAHLE insofar as these were accepted by MAHLE. All proposals, design drawings
and other documents entrusted by MAHLE to theCustomer shall remain the property of MAHLE andshall not be made accessible to third parties without
written consent. The Customer shall be liable for theaccuracy and lawful nature of the use of the drawings, sketches, models, etc., sent to MAHLE.

XIII. Miscellaneous
In determining the amount of the claims for damages and reimbursement of expenses, which are to
be fulfilled by MAHLE, the financial conditions of
MAHLE, type, scope, and duration of the business
relationship, possible contributions to cause and/or
fault of the Customer, and any especially unfavorable installation situation of the delivered item shallbe reasonably taken into consideration in accordance with § 254 BGB for the benefit of MAHLE.
The replacement services, costs, and expenses tobe borne by MAHLE must be reasonably proportional to the value of the delivered item.

XIV. P lace of performance, place of jurisdiction,
applicable law, severability clause, binding
version
1. Unless expressly agreed to otherwise, theregistered seat of MAHLE shall be the place ofperformance.
2. If the Customer is a merchant, legal entity underpublic law or holder of special funds under publiclaw, the place of jurisdiction shall be the court ofjurisdiction for the registered seat of MAHLE. However, MAHLE shall be entitled to file an action
against the Customer at its general place of jurisdiction. The same shall apply if the Customer has no
general place of jurisdiction in the domestic country,
after conclusion of the contract has relocated its
place of residence or customary place of abodefrom the domestic country, or its place of residenceor customary place of abode is unknown on the dateof the action.
3. Exclusively, German law shall apply under the
exclusion of all international and supranational (contractual) legal orders, in particular the Convention of
the United Nations of April 11, 1980, concerning
contracts for the international sales of goods(CISG — “Viennese Law on Sales”). However, theconditions and consequences of the retention of title
in accordance with clause IV. are subject to the lawof the country where the item is stored, insofar as
the choice of law in accordance with Sentence 1 isinvalid.
4. In the event that a provision or part of a provisionof these Terms and Conditions is or shall become
invalid, this shall have no effect on the validity of
the remaining contract. The contractual parties
are obliged to replace the invalid provision with aprovision that comes as close as possible to theeconomic outcome of the invalid provision.
5. This English language version of the Uniform
Terms and Conditions of Sale and Delivery for thedivision “Industrial applications” of the Germanybased companies of the MAHLE Group serves exclusively for the purposes of information and trans­
lation. In the event of any discrepancies between
the terms of the German and the English language
version, the German language version shall prevailin all cases. In the event of disagreement or litigation, the German language version shall also be thedecisive version for the interpretation of individual
provisions of the Uniform Terms and Conditions ofSale and Delivery for the division “Industrial applications” of the Germany-based companies of the
MAHLE Group.
Stuttgart, January 2016

© MAHLE, 20164