General Terms and Conditions of Sale and Delivery
Issued 20 December 2018delivery does not give the customer the right to claim damages, to refuse thegoods, or to wholly or partly cancel the agreement. Sensata has the right tocarry out the order by means of partial deliveries. Unless there is question offorce majeure on the part of Sensata, the customer has the right to cancel theagreement, if after the time of delivery having expired, a new time ofdelivery has been agreed upon with the renewed expiration of the delivery
time giving the customer any further rights of remedy, in particular not aclaim for compensation.
5.4 The time of delivery ends the moment Sensata has informed thecustomer that the goods are ready for shipment at its factory or warehouse.
5.5 Sensata delivers according to Incoterms in its latest edition.

CLAUSE 1: APPLICABILITY
These conditions are applicable to all sales and deliveries of Sensata
Germany GmbH, Potsdamer Strasse 14, Minden, 32423, Germany(hereafter “Sensata”) to its customers unless a deviation is made fromany such condition in the written order confirmation. The customer
irrevocably submits to and accepts these conditions by placing theorder with Sensata. The applicability of conditions proposed by thecustomer is excluded, unless these conditions have been explicitly
accepted by Sensata in writing.

CLAUSE 6: TRANSPORTS - RISK OF LOSS
6.1 Transportation is to be arranged by the customer at its own andexclusive risk and expense. This risk also includes any direct or indirect
damage to delivered goods or on third parties or Sensata by these goods.
6.2 If requested in writing, Sensata will take care of the transportation atcustomer's risk and expense in a manner most appropriate in its opinion.
Upon customer's written request Sensata will insure the transportation risk.
6.3 All risk of loss passes onto the customer upon delivery of the goods tothe customer Ex Works Sensata’s nominated facility or as otherwise
expressly agreed upon in writing.

Sensata Germany GmbH.

CLAUSE 2: OFFERS AND AGREEMENT
No oral or written offers (even if made by means of price lists issued
by Sensata or a quotation) shall bind Sensata. Only by Sensata's written
confirmation of the order placed by the customer will the agreementwith the customer be entered and effective.
CLAUSE 3: PRICESThe price agreed upon in the order confirmation has been calculated fordelivery Ex Works Sensata’s nominated facility (Incoterms in its
latest version) net of VAT, packaging and loading costs, unlessotherwise agreed upon in writing. Notwithstanding anything else inthese conditions, in the event a government entity imposes tariffs,
duties or taxes on the goods which were not contemplated by Sensata,then Sensata reserves the right at its sole discretion to pass such
additional costs to the customer.
CLAUSE 4: QUANTITIESFor all volume orders a deviation of 5% more or less than thequantity ordered shall constitute compliance with buyer's order and theunit price will continue to apply, unless specifically agreed upon inwriting otherwise between the parties.
CLAUSE 5: DELIVERY AND TIME FOR DELIVERY
5.1 Delivery is made E x Works Sensata’s nominated facility unlessotherwise agreed in writing (Incoterms in its latest version).
5.2 The time for delivery begins at the date of confirmation of the orderin writing by Sensata, but not until Sensata has received from thecustomer the information and materials necessary for the execution of
the order. If the customer has not supplied Sensata with theinformation and materials necessary for the execution of the order
within two weeks after the confirmation of the order, Sensata shall beentitled to cancel the order and terminate the agreement and customer
shall be liable for all costs, incurred by Sensata including a reasonable
allowance for pro-rated indirect costs and anticipated profits.
5.3 If the confirmation of the order or offer mentions a time ofdelivery, this time will be considered target period. Delay in time of

CLAUSE 7: CONDITIONS OF PAYMENT
7.1 In as far no other conditions of payment have been agreed, payment shallbe effected net within thirty (30) days after the date of invoice. Sensata
reserves the right to demand advance payment in whole or in part or to ask
for cash on delivery.
7.2 All payments shall be made free of all deductions or set-offs - unlessSensata has recognised in writing a counter-claim of the customer - at theoffice of Sensata or to its nominated postal or bank account. Drafts andcheques will only be accepted if explicitly previously agreed to in writingby Sensata and under the condition that the customer will take for its
account all costs in connection with the cashing of the draft or cheque andwith any endorsing or prolonging thereof. In case of payment by means ofa draft the customer guarantees acceptance and payment thereof by thedrawee. Customer expressly accepts that Sensata is not responsible for thedelay in returning the draft in the case of non-acceptance. When paying bycheque the customer guarantees payment thereof by the drawee.
7.3 In case deliveries are made in portions, these payment conditions apply
to each part delivered separately.
7.4 The customer is obliged to pay irrespective of whether it did or did not
examine the goods.
7.5 If delay arises in the delivery due to circumstances for which thecustomer can be held liable, the amount owning will be due on theoriginal date of shipment. Storage of the goods on behalf of the customer
is made at the risk and cost of the customer. If the financial position of thecustomer or of the acceptant of the draft has deteriorated, before themoment a claim becomes due for payment or while the draft runs, or
if Sensata receives unfavourable information about the customer or theacceptant, the customer is obliged to arrange for immediate payment
should Sensata so require. If the customer is in arrears with its
payments, Sensata can, regardless of any further claims, postpone theperformance of its obligations resulting from all agreements concluded
with the customer or cancel from all agreements charging all costs
incurred. If the customer does not pay within the time agreed Sensata has
the right, without any proof of default, to charge the customer interest
equal to the bank rate, but at least 7% per year, without prejudice to any
other remedy available to Sensata.

7.6 If, after the further expiration of a date payment as set forth byregistered letter, no payment has been received, the customer will be
additionally charged for the amount of the extra-judicial collecting
charges. If judicial collection is necessary, the customer is also charged
for the costs thereof.
CLAUSE 8: MODIFICATION OF THE CONTRACT GOODS
Sensata reserves the right to modify the specifications of goods designed
by Sensata providing that the modifications will not materially affect theperformance of the goods.
CLAUSE 9: CANCELLATION OF ORDERS
The customer does not have the right to cancel orders, except in the caseas foreseen in article 5, then after written acceptance by Sensata. If
Sensata accepts cancellation the customer shall be liable for termination
charges which shall include a price adjustment based on the quantity ofgoods actually delivered, and all costs, direct or indirect, incurred andcommitted for the contract together with a reasonable allowance for prorated expenses and anticipated profits.
CLAUSE 10: PROPERTY PROVISION
10.1 Until the final settlement by the customer of payments due toSensata, Sensata will retain the ownership of all goods delivered by it as
guarantee for payment of all that is due without exception; consequently,
as long as complete payment of the amount due to Sensata has not been
affected the customer will not be allowed to make a loan on, to pledge or
put the goods delivered to it under mortgage, nor to let, lend or in any
way or under any title take them away from the business; the customer ishowever authorised within the normal course of business to sell the
goods, provided it does it against cash payment or stating the property
proviso made by Sensata.
10.2 The execution, if any, by Sensata of rights to which it is entitled on
the basis of the property proviso including the attachment of the goods
can in no way be regarded as an act resulting in the cancellation of theagreement.
10.3 The customer is obliged to inform Sensata forthwith if attachmentof the goods is made by third parties or if the other measures with regard
to the goods are taken by third parties.
10.4 The customer herewith assigns to Sensata, this as guarantee forpayment of all that is due to Sensata without exception, all claims
already existing or in future to be obtained by the customer against third
parties in respect of the delivery or placing at the disposal of those third
parties by the customer in any way or under any title of goods delivered
by Sensata to the customer. At Sensata's request the customer will
supply each time an accurate specification in writing of all its claims on
third parties at a date to be appointed by Sensata. Insofar as assignmentof these claims cannot take place legally at this moment because they arefounded on legal relations not yet existing the assignment will beeffected by receipt of the specification by Sensata, which serves as
acceptance of the assignment.
10.5 At the request of Sensata, the customer must inform the relevant
debtors of the assignment in writing and do all other things necessary or
desirable in order to give the assignment full legal effect. The
customer must inform Sensata immediately, if attachment of theassigned claims is made by third parties or if other measure with regard
to the claims is taken by third parties.
CLAUSE 11: GUARANTEE
11.1 Except as otherwise stated herein, Sensata warrants the goods

delivered exclusively against faulty workmanship or the use of
defective materials and that such goods will conform to mutuallyagreed upon written specifications, drawings and other descriptions fora period set forth in 11.4. Sensata further warrants that at the time ofdelivery Sensata has title to the goods free and clear of any and all liens
and encumbrances.
11.2 This warranty is void if the defect was caused by customer's
misuse, neglect, improper installation or testing, repair attempts not
authorised by Sensata, unauthorised alteration or use of any such goods
with supplies not meeting Sensata's specifications, or any cause beyond
the range of normal usage or by accident, fire or other hazard.
11.3 Notwithstanding the above, Sensata does not warrant that its
products are fit for the customer’s intended specific application orneed.
11.4 The guarantee commences on the day of delivery of the goods
and is valid for a period of one year from date of shipment and covers
the following products: including but not limited to thermostats, motor
protectors, thermal controls, sensors, switches and other similar
products.
CLAUSE 12: COMPLAINTS
All claims against Sensata on the grounds of incomplete or incorrect
delivery are no longer valid, in case a relevant complaint has not beenlaid in writing before Sensata within fourteen (14) days after receipt of
the goods (or in case of an order is delivered in portions, within
fourteen (14) days after receipt of the portion concerned). In addition,
claims on the grounds of visible faults are no longer valid if thecustomer has not had the alleged fault registered on the bill of lading or
notice of receipt immediately on receipt of the goods. When Sensata
deals with a complaint it does not imply that it considers the complaint
to be made in time or to be justified. Goods returned are exclusively
accepted after previous shipment to Sensata and providing they are sent
freight paid. A complaint does not entitle the customer to hold up
payment or on its part to set off the amount to be paid. If Sensata
deems the complaint to be timely made and to be justified, Sensata
shall, in the case of incomplete delivery, supply the deficiency or, incase of incorrect delivery, repair the "incorrect" goods or replace thesame by others, at Sensata's option, without Sensata being liable forany claims for damages.
CLAUSE 13: QUALITY STANDARD AND LIMITATION OF
LIABILITY
13.1 Slight imperfections in quality a n d measurements do
notconstitute a breach of contract.
13.2 The customer is assumed to have made sure that goods are fit forthe purpose it wants to use them for. Therefore, Sensata is not liable
when the goods do not comply with this purpose.
13.3 Sensata is not responsible for technical or other advice given by itor for services rendered by it.
13.4 Sensata has no further liability than complying with its
commitments result from CLAUSE 11 (Guarantee) or from
CLAUSE 12 (Complaints). Excluded are all further liabilities, except
those founded on the willfulness or gross negligence of Sensata itself.
So, liability for willfulness or gross negligence of personnel of Sensata
is excluded as well.
13.5 Should Sensata be held liable for a breach of its contract, itssole and exclusive maximum liability shall in no event exceed the totalpurchase price under the applicable contract less the purchase pricefor any product delivered and accepted under this contract prior to theoccurrence of the breach.
CLAUSE 14: FORCES MAJEURE
In the case Sensata is prevented from performing its obligations under theagreement by force majeure, Sensata has the right without judicial
intervention to suspend the performance of the agreement or to consider theagreement terminated in whole or in part, at Sensata's option, without
Sensata being liable for any claims for damages or guarantee. Force majeurein this case must be understood to mean any circumstances, foreseen as wellas unforeseen, as a result of which observance of the contract can no longer
be reasonably expected by the customers including by way of illustration but
not limitation. War, sabotage, rebellion, revolt or other unrest, acts of hostile
states, transportation disturbances, strikes, accidents, fire, explosion, storm
and other catastrophes in nature shortage or workers, shortage of petrol,
shortage of raw materials or machines, technical failures, devaluation andinflation, as well as sudden increases of import duties and revenues and/or
taxes and delayed delivery by suppliers. In such cases Sensata has the rightto divide in proportions among its customers the goods that are available.
CLAUSE 15: PATENT INDEMNITY
15.1 Sensata shall hold the customer harmless from indemnify thecustomer for all costs, damages and interests, to which the customer may
be condemned by final and conclusive judgment or which pursuant to asettlement made amicably, may become due as a result of claims of third
parties in connection with the delivery of goods by Sensata to the customer.
15.2 This safeguarding is made under the condition that the customer
informs Sensata immediately of the alleged infringement, supplies Sensata
with the originals of all letters and legal documents exchanged in connection
with the infringement and furthermore grants Sensata power of attorney andauthority to have the dispute and court proceedings possibly resulting
therefrom conducted by a lawyer to be appointed by Sensata in accordancewith instruction to be given by Sensata.
15.3 The aforementioned safeguarding is not applicable in the case theinfringement is a result of the fact that the goods have been adapted to
specifications submitted by the customer or is a result of alterations oradditions made by the goods, after delivery by Sensata, or is a result of othercircumstances for which the customer can reasonably be held liable.
15.4 In addition, Sensata is not responsible, if the customer, after it has been
informed of the alleged infringement, continues unless Sensata has given
its permission in writing to do so.
15.5 The aforementioned is the only and exclusive responsibility of Sensata
in connection with infringement of the rights or third parties and Sensata isin no way further or otherwise responsible to the customer.
CLAUSE 16: NON-WAIVER OF DEFAULT
In the event of any default by the customer, Sensata may decline to makefurther shipment. If Sensata elects to continue to make shipments, Sensata's
action shall not constitute a waiver to claim any default by customer nor inany way affect Sensata's legal remedies for any such default.
CLAUSE 17: TERMINATION
If the customer does not comply, duly or in time, with any obligation
which might result from an agreement made with Sensata as well as in
the case of bankruptcy, suspension of payment, closing down or
liquidation of the customer's company, he is supposed to be in default by
law and Sensata has the right without giving notice of default and without
judicial intervention to delay the execution of the agreement or toterminate the agreement in whole or in part, at Sensata's option, without
Sensata being liable to any compensation or guarantee, but regardless of
Sensata's further rights. In these cases, all claims, which Sensata has

against or are due from the customer, are due immediately and without
delay.
CLAUSE 18: ASSIGNMENT
The rights and obligations off the customer by virtue of these terms andconditions cannot be assigned by the customer otherwise than to thesuccessors and assignees of the entire business of the customer. Sensata
shall have the right to assign and transfer all its obligations and rights
under the agreement with the customer to any third party, upon written
communication to the customer.
CLAUSE 19: EVIDENCE
Subject to proof of the contrary, the administrative data and accounting
records of Sensata are final proof in connection with the agreements
made by the customer.
CLAUSE 20: APPLICABLE LAW, COMPETENT JUDGE
German law is exclusively applicable to the lega l relations
between Sensata and the customer. The competent court in Berlin inGermany shall have exclusive jurisdiction in respect of the ruling ofdisputes between Sensata and the customer. The applicability of theVienna purchase pact is expressly excluded.
CLAUSE 21: EXPORT CONTROLIn recognition of U.S. and local (in particular German) export
control laws, buyer hereby agrees that any export license or otherdocumentation will be obtained prior to exportation of any product ortechnical data acquired by the buyer from Sensata. Accordingly, buyer
shall not sell, export, re-export, transfer, divert or otherwise not todispose of any such product or technical data directly or indirectly to
any person or firm or country, or countries, in violation of the laws or
regulations of the United States or local laws (in particular Germanlaws). Furthermore, buyer agrees to notify any person obtaining suchproducts or technical data from the buyer of the need to comply withsuch laws and regulations. Buyer agrees to, at its own expense, securesuch licenses and export and import documents as are necessary to buy
and resell the products. In case an export license is refused, buyer shallnot be entitled to return products or technical data or ask forcompensation.
CLAUSE 22: COMPLIANCE WITH ANTI-CORRUPTION AND
ANTI-BRIBERY LAWS
22.1 Both Sensata and the Customer represents, warrants and undertakes
to comply with any anti-corruption and anti-bribery laws or similar
legislation, codes, rules, policies and regulation applicable to theperformance of its obligations in relation to any order and not take any
action or permit, authorise or tolerate any action in violation of the anticorruption and anti-bribery laws.
22.2 For the avoidance of doubt the customer represents and warrants to
Sensata that:
22.2.1 Customer, and to its best knowledge, its partners, officers,
directors, employees, agents and anyone acting on its behalf (collectively,
the “Representatives”) are in compliance with all applicable anti-bribery
and anti-corruption laws, including the U.S. Foreign Corrupt Practices
Act and the U.K. Bribery Act 2010 (collectively, the “Anti-Bribery
Laws”).
22.2.3 Neither the customer, nor to its best knowledge, any of its
Representatives has, directly or indirectly, offered, paid, or authorised thegiving of money or anything of value to any: (a) Governmental Official;(b) person or entity; or (c) other person or entity while knowing or havingreason to believe that some portion or all of the payment or thing ofvalue will be offered, given, or promised, directly or indirectly, to a
Government Official or another person or entity; for the purpose of:(d) influencing any act or decision of such Government Official orsuch person or entity in his/her or its official capacity, including adecision to do, omit, or fail to do any act in violation of his/her or its
lawful duties or proper performance of functions; or (e) inducing such
Government Official or such person or entity to use his/her or its
influence or position with any Government Entity or other person orentity to influence any act or decision; in order to obtain or retain
business for, direct business to, or secure an improper advantage for
Sensata or the customer.
22.2.3 Neither the customer, nor to its best knowledge, any of its
Representatives has a personal, business, or other relationship or
association with any Government Official or Close Family Member of
any Government Official who may have responsibility for or oversightof any business activities of the customer, or any of its Subsidiaries,
other than any relationships or associations that have been disclosed inwriting to Sensata.
22.2.4 Neither the customer, nor to its best knowledge, any of its
Representatives is or has been subject to any investigation, inquiry, or
enforcement proceeding by any court, governmental, administrative,
or regulatory body, or customer regarding any violation or alleged
violation of any Ant-Bribery Laws.
22.2.5 The following definitions apply to this clause 22.2:(a) ‘Close Family Member’ means (i) the individual’s spouse; (ii) the
individual’s and the spouse’s grandparents, parents, siblings, children,
nieces, nephews, aunts, uncles, and first cousins; (iii) the spouse ofany persons listed in subcategories (i) and (ii); and (iv) any otherperson who shares the same household with the individual.
(b) ‘Government Entity’ means (i) any national, state, regional, or
local government (including, in each case, any agency, department, or
subdivision of such government); (ii) any political party; (iii) any
entity or business that is owned or controlled by any of those bodies
listed in subcategory (i) or (ii); or (iv) any international organisation,such as the United Nations or the World Bank.
(c) ‘Government Official’ means (i) any director, officer, employee,
agent, or representative (including anyone elected, nominated, or
appointed to be a director, officer, employee, agent, or
representative) of any Government Entity, or anyone otherwise
acting in an official capacity on behalf of a Government Entity; (ii)any political party, political party official, or political party
employee; (iii) any candidate for public or political office; (iv) any
royal or ruling family member; or (v) any agent or representative of
any of those persons listed in subcategories (i) through (iv).
CLAUSE 23: COMPLIANCE WITH DATA PROTECTION
From time to time Sensata may transfer data acquired from thecustomer for the purpose of carrying out the performance of thisagreement with any member of its group (which means subsidiaries,
ultimate holding company and its subsidiaries worldwide). The datacollected may be transferred to, and stored at, a destination outside theEuropean Economic Area (“EEA”). It may also be processed by staff
operating outside the EEA who work for Sensata. By the customer
submitting data, the customer agrees to this transfer, storing orprocessing. Sensata will take reasonable steps necessary to ensure thatthe customer’s data is treated securely and in accordance with thepractices contained in Regulation (EU) 2016/679.

CLAUSE 24: COMPLIANCE WITH CALIFORNIA PROPOSITION
65
California’s Proposition 65 (‘Prop 65’), also known as Safe Drinking Water
and Toxic Enforcement Act, is a Right-To-Know law that mandates warninglabels on products sold in California which contain certain chemicals,
including heavy metals, known to the state of California as causing cancer,
birth defects, or other reproductive harm. SENSATA HEREBY PUTS THE
CUSTOMER ON NOTICE THAT THE GOODS MAY CONTAINCHEMICALS KNOWN TO THE STATE OF CALIFORNIA TO CAUSECANCER BIRTH DEFECTS AND OTHER REPRODUCTIVE HARM.
The customer agrees and acknowledges that it is the Customer’s sole andexclusive responsibility to comply with the warning requirements of Prop
65 and implementing regulations. The customer further agrees to label
goods obtained or purchased by the customer, whether for distribution,
resale, use or otherwise, in compliance with Prop 65 and implementing
regulations. The customer agrees to take sole and complete responsibility
for any and all claims, damages, losses and expenses resulting from its
failure to comply with the warning requirements set forth in Prop 65. TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE
CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESSSENSATA AND ITS AFFILIATES, AND THEIR OFFICERS,EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS AND
SUCCESSORS FROM ANY AND ALL CLAIMS, COSTS,
PROCEEDINGS, DEMANDS, LOSSES, DAMAGES, AND EXPENSES(INCLUDING, WITHOUT LIMITATION, ATTORNEY’S FEES ANDLEGAL COSTS) OF ANY KIND OR NATURE, RESULTING FROM ORRELATED TO THE CUSTOMER’S ACTUAL OR ALLEGED FAILURETO COMPLY WITH THE WARNING REQUIREMENTS SET FORTHIN PROP 65. THE CUSTOMER’S ACCEPTANCE OF THE GOODSCONSTITUTES AN EXPRESS ACKNOWLEDGEMENT AND
ACCEPTANCE OF THIS THIS CLAUSE 24.

CLAUSE 25: AFFIRMATIVE ACTION COMPLIANCE
The customer and any of its subcontractors shall abide by the requirementsof 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a) as applicable. These
regulations prohibit discrimination against qualified individuals based on
their status as protected veterans or individuals with disabilities, andprohibit discrimination against all individuals based on their race, colour,
religion, sex, sexual orientation, gender identity or national origin.
Moreover, these regulations require that covered prime contractors andsubcontractors take affirmative action to employ and advance in
employment individuals without regard to race, colour, religion, sex, sexual
orientation, gender identity, national origin, protected veteran status ordisability.