GENERAL TERMS AND CONDITIONS- NORTH AMERICASERVICES(2022 Edition)

1. DEFINITIONS
1.1. In these General Terms (as defined hereunder) the following terms have the meanings
ascribed to them as follows:
1.1.1. Affiliate: means any company, or other legal entity, directly or indirectly Controlling,
Controlled by, or under common Control with another company or legal entity;
1.1.2. Closed Order: A written request and/or a written Order issued by the Purchaser and sent to
the Supplier by post or internet electronic file transfer, containing the binding request to execute
the Services which sets forth the specific terms and conditions for the performance of the Service
and which fully incorporates these General Terms, the Open Order if applicable, the Specifications
and any specific Contracts/written agreements between the Parties;
1.1.3. Contract: either: (I) a Closed Order which includes the Specifications and the acceptance ofthe same by the Supplier, whether expressly or by conduct implying an intent (such as, by way of
example and not of limitation: if the Supplier starts execution of the Service), without
modifications, exceptions and/or conditions of any kind, except as agreed in writing between theParties and/or (ii) a specific contract/written agreements between the Parties that include theSpecifications and these General Terms;
1.1.4. Control: the terms “Controlling”, “Controlled” and “Control” mean (i) ownership, direct orindirect, of more than fifty (50) percent of the voting rights in a legal entity, or (ii) the power toappoint or elect a majority of the directors of in a legal entity, or (iii) the power to direct the
management of a legal entity. Any such legal entity shall be considered an Affiliate for only suchtime as such voting rights or powers are maintained;
1.1.5. Final Report: where provided in the Contract, the report prepared by the Supplier, basedon a model agreed with the Purchaser and delivered to the latter on the conclusion of the Service,by which the conclusion of the Service is notified with a comprehensive summary of all activities
performed;
1.1.6. General Terms: These General Terms for the Provision of Services;
1.1.7. Monthly Report: where provided in the Contract, the report prepared by the Supplier,based on a model agreed with the Purchaser and delivered to the latter by the twentieth (20th) dayof each month, containing all the information, data and details necessary to verify the correct
performance of the Services and further details reasonably required by the Purchaser, as set forthin Article 11;
1.1.8. Open Order: a written Order issued by the Purchaser and sent to the Supplier by post orinternet electronic file transfer containing the non-binding forecast of the requested Services andthe general terms and conditions referring to the performance of the Services (by way of example
and not of limitation: the maximum yearly forecasted amount; the price list as agreed by theParties, the nature of the Services) and that includes these General Terms as well as theSpecification;
1.1.9. Order Variation: written instructions issued by the Purchaser and accepted by the Supplierin writing or by conduct implying an intent (such as, by way of example and not of limitation, if the
Supplier begins to perform the Service) to introduce a modification or variation to a Service being
provided pursuant to Article 10;
1.1.10. Order: Open Order and/or Closed Order;
1.1.11. Party/Parties: the Purchaser and/or the Supplier;1.1.12. Price: the amount stated in the Contract that the Purchaser shall pay to the Supplier as the
all-inclusive consideration for the performance of the Service, including safety costs and net of VAT
and any other applicable taxes;
1.1.13. Provision(s) of Law on Safety and Environmental Protection: any provision
sanctioned by a Provision of Law that the Supplier is obliged to comply with and implement inrelation to its employees concerning: (i) the workplace safety , or similar legislation in force in theCountry where the Service is provided pursuant to Article 28, and (ii) legislation on theenvironment and the prevention of pollution caused by industrial activities;
1.1.14. Provision(s) of Law: All laws and regulations in force at the time of signature of theContract and applicable throughout its period of performance, therein including, but not limited to:(i) Provisions of Law on Safety and Environmental Protection, (the laws of the Country where the2Service is provided pursuant to Article 28;
1.1.15. Purchaser/MARELLI: means Marelli North America Inc. and its Affiliates, and Marelli Ride
Dynamics Mexico S. de R.L. de C.V.;
1.1.16 Purchaser Personal Data: means the information, in any form, that is provided toSupplier by or on behalf of the Purchaser that alone, or in combination with other information: (a)is considered personal data or personal identifiable information under the applicable data privacy
laws; or (b) identifies or could be reasonably used to identify an individual data subject, includingnames, addresses, email addresses, telephone numbers, tax code , government identification
numbers or any other personally identifiable information;
1.1.17. Quality Standards: the minimum standards of quality, efficiency and cost-effectiveness ofService as specified in the Contract, which the Supplier must comply with throughout the term of
the Contract;
1.1.18. Service(s): all the activities that the Purchaser requires to the Supplier in a specificContract and specifically identified therein;
1.1.19. Specifications: all contract documents prepared by the Purchaser on the qualitative,
technical, functional and reliability characteristics of requested Services, including technical andquality standards, diagrams, plans, procedures, guidelines and similar documents prepared by the
Purchaser in relation to the provision of the Services;
1.1.20. Subsidiaries: means companies in which another company has, directly or indirectly, themajority of votes exercisable at a shareholders’ meeting;
1.1.21. Supplier: means the company or other entity subscribing these General Terms and/or aseparate Contract for the supply of the Service and/or to whom an Order is addressed byPurchaser.
2. SCOPE OF THE GENERAL TERMS
2.1. The purpose of these General Terms is to establish the terms and conditions that, together
with the specific conditions set out in a relevant Contract, if any, shall govern the performance of
the Services.
2.2. These General Terms, as supplemented by a specific Contract, if any, contain the only terms
and conditions under which the Purchaser intends to entrust the performance of the Services to the
Supplier.
2.3. Any of the Supplier's general conditions for performance of Services, any terms and conditions
set out in the offer or Order acceptance or other documents submitted by the Supplier shall not
apply and shall in no case be considered an integral part of these General Terms and/or theContract. The Supplier expressly waives the right to assert such other terms and conditions, unlesswritten acceptance thereof is given by the Purchaser.
2.4. These General Terms shall enter into force and effect starting from the date on which the
Supplier signs them and shall apply to any Contract already in progress at that date or, if concluded
subsequently, that expressly refers to these General Terms.
2.5 In the event of any conflict or discrepancy between the General Terms and specificcommitments for services as otherwise agreed in writing by the Parties, these General Terms shallprevail. Supplier fully accepts these General Terms, and expressly disclaims all its own generalterms and conditions of wherever they are quoted. Supplier further agrees that if Supplier supplies
goods and/or services to any affiliate of MARELLI in another jurisdiction, then the general terms
and conditions of such affiliate or MARELLI shall be applicable.
2.5. The Purchaser conducts business with suppliers in different countries around the world(“Countries”). There may be Countries where Purchaser has adopted Country-specific generalpurchasing terms and conditions (“Local GTCs”). The Local GTCs, where existing with reference toa specific Country, shall apply to any and all Purchaser’s Subsidiaries incorporated under the law of
the Country to which the Local GTCs make reference to, and to their respective local Suppliers. In
such case the Local GTCs, where specifically countersigned by the local Supplier, shall prevail overthese General Terms in order to regulate relations between Purchaser and Supplier in thereferenced Country.

33. ENTRUSTING THE SUPPLIER FOR THE PERFORMANCE OF THE SERVICES
3.1. The Purchaser entrusts the Supplier with the task of performing the Services by means of theconclusion of a specific Contract and the Supplier accepts such entrustment on the basis of theterms and conditions of these General Terms and of the relevant Contract. the Purchaser does notassume any obligations in any Orders or subsequent Contracts. Any estimates that may beprovided or that shall be provided by the Purchaser in relation to the the Service shall beconsidered as purely indicative, non binding and shall not imply any obligation and/or warranty on
the part of the Purchaser.

4. AUTONOMY AND INDEPENDENCE OF THE SUPPLIER
4.1. By entering into the Contract, the Supplier represents and warrants the following:
4.1.1. Supplier represents and warrants that it shall provide Services equal to or, at the very least,
comparable standards and practices of industry leaders as compared to like services within theapplicable industries,
4.1.2. that it has carefully assessed and accepted: (i) the specific quality, technical, service andreliability specifications/standards required by the Purchaser pursuant to the Contract, and (ii) its
ability to perform the Service in full compliance with these General Terms and the Contract itself;
4.1.3. that at the time of entering into the Contract, it is in possession of all licenses and/or
administrative authorizations necessary for the performance of the Service subject to the Contract;
4.1.4. that it owns: (i) adequate personnel in terms of numbers, experience and technicalknowledge, (ii) facilities/equipment that meet the requirements established by Provisions of Law on
Safety and the Environment, with technical specification/standards adequate to the specific natureof the Service and the workplaces in which they are to be used, and (iii) all resources, including
financial resources, necessary for the performance of the Service;
4.1.5. that it is solely liable for its methods of organization, using its own means and resources forthe performance of the Service, without any relationship of employment and/or subordination to
the Purchaser;
4.1.6. that at the time of entering into the Contract, it was aware of all the technical and safety
information indicated in the Contract that are necessary for the performance of the Service, andthat it undertakes to perform the Service in accordance with said information and the Provisions of
Law;
4.1.7. that it shall provide and update all documents necessary and/or useful to the Purchaser toassess the technical/professional skills of the Supplier (including, by way of example and not oflimitation: safety costs, the number of injuries to workers in the last three years, etc.);
4.1.8. that it ensures that its employees shall receive remuneration not less than that establishedby any contractual provisions of a collective nature applicable in the Country where the Service
shall be provided and to scrupulously comply with all the obligations and duties arising from suchagreements. In particular, with respect to the performance of the Service, the Supplier undertakes
to: (i) use exclusively personnel duly employed in accordance with the Provisions of Law, with aprohibition on the use, even temporarily, of persons who do not possess any authorizations andpermits that may be required by law, and (ii) comply with all formalities relating to social security
and insurance contributions for its employees and, if required, third party collaborators as provided
by law;
4.1.9. Supplier guarantees that all legal, economic, insurance, social security and contractual
charges, and charges of any other nature arising from the employment relationship with its
personnel and its third party collaborators, are and shall remain its own full and sole responsibility.
Specifically, in the event of any judicial or extrajudicial action, demand or claim brought against thePurchaser by the Supplier's employees and third party collaborators or by social security bodies ortax authorities, the Supplier shall, also after the expiry of the Contract, undertake to: (i) intervene
promptly to remedy any alleged default or irregularities, (ii) provide the Purchaser with any

4necessary information and documentation, (iii) hold the Purchaser fully harmless from any claims
and/or action brought by the aforementioned parties in relation to activities related to the Service,and (iv) reimburse the Purchaser for any costs and expenses incurred as a result of such actions,
hereby authorizing the Purchaser to compensate the sum of fees and charges borne by the
Purchaser from whatsoever amount due to the Supplier;
4.1.10. that it shall provide every 3 (three) months, and in any case on the simple request of thePurchaser, any data and information necessary for knowledge of the contractual, remunerative,
contributory and insurance situation (hereinafter the "Obligatory Contractual Documentation") of its
employees and third party collaborators, or other equivalent document in the Country where theservice is performed).
4.2. Pursuant to the following Article 13.1 the Purchaser reserves the right to suspend the paymentof the Price at each individual deadline in the event that the Obligatory Contractual Documentation
is not produced or is not suitable for its intended purpose. In such cases, the Purchaser reserves
the right to request the Supplier, which hereby accepts, to issue a mandate to a qualified
intermediary indicated by the Purchaser itself to verify the regularity of the remunerative,
contributory and compulsory insurance position of its employees and third party collaborators withsocial security bodies or tax authorities. Without prejudice to the Supplier's obligations as provided
in Article 4.1.9, if an irregular remunerative, contributory or insurance position vis-à-vis its
employees or third party collaborators is revealed as a result of such a review, the Supplier shallundertake to: (i) act promptly to remedy any default or irregularity ascertained , and (ii) to hold thePurchaser harmless from any costs or expenses incurred in connection with the said verification in
addition to any sum that may be due pursuant to Article 4.1.9.
4.3. During the term of the Contract, the Supplier undertakes to provide the Purchaser with all
information of a financial nature that the Purchaser may reasonably request in order to assess andmonitor the continuous ability of the Supplier to perform the Service correctly and within theestablished deadlines, therein expressly including approved and, where possible, audited financial
statements.
4.4. The Supplier shall cooperate with the Purchaser and with its employees, representatives andconsultants in order to comply with any reasonable instruction, request or direction that thePurchaser may issue in relation to a Contract and the performance of the relevant Service,including in the event of Order Variation.
4.5. Any conduct on the part of the Supplier that does not conform to the above representations
and warranties: (i) shall not in any manner exempt the Supplier from any liability established inthese General Terms and/or in the Contract, and (ii) shall give rise to an obligation on the Supplier
to hold the Purchaser harmless from any damage that may arise from the Supplier's failure to fulfill
its representations and warranties.
4.6. The Supplier recognizes and acknowledges that compliance with the provisions of this Article 4
constitutes an essential condition for the Purchaser to enter into the Contract and consequently
that the Purchaser may suffer damages, losses, costs and expenses as a result of any whatsoever
breach of its obligations pursuant to this Article 4. The Purchaser therefore reserves the right at
any time to verify the proper fulfillment of the contractual obligations hereby undertook by the
Supplier under this Article 4 and, subject in any case to payment and indemnification by the
Supplier for damages losses, costs and expenses suffered by the Purchaser, the Purchaser shallhave the right to terminate the Contract according to Article 22 if, as a result of such a verification,a breach of the Supplier of its obligations provided for in this Article 4 have been ascertained.

5. OBLIGATION OF THE SUPPLIER TO COMPLY WITH PROVISIONS OF LAW ON SAFETY
AND THE ENVIRONMENT
5.1. The Supplier undertakes to comply with the Provisions of Law on Safety and Environmental
Protection during the performance of the Service.
5.2. In the event that the Service is to be provided at the Purchaser's premises or manufacturing
facilities, the Supplier undertakes to comply and ensure the compliance by its employees, third5

party collaborators and subcontractors with all instructions and guidelines issued by the Purchaser
on any specific risks existing in the environment in which it is required to operate and to comply
with preventive and emergency measures adopted by the Purchaser to prevent such risks.
5.3. According to Article 5.2, the Supplier undertakes to comply with and ensure the compliance by
its employees, and any third collaborators and subcontractors, with all Provisions of Law on Safety
and the Environment.
5.4. By entering into the Contract, the Supplier confirms that, as agreed with the Purchaser, theSupplier inspected the premises where the Service shall be executed in order to assess
requirements for the execution of the Contract without causing any hindrance to normal production
activities and to prepare, in consultation with the Purchaser, any security plan, analysis anddocumentation that the Supplier, either alone or together with the Purchaser, must produce inorder to comply with any whatsoever Provision of Law.
5.5. Supplier agrees to fully comply with the current legislation regarding the protection of theenvironment and health and safety at work in the choice of the supplier and in the conclusion of
the contract with the supplier. Supplier agrees to (i) choose its contractors by carrying out an
accurate assessment of its technical and professional suitability for the execution of the contract ina workmanlike manner and in full compliance with the safety of workers, (ii) perform aninterference risk assessment or identify the risks for the health and safety of workers and processes(which has to be updated if any new risk arises), (iii) provide for suitable safety measures toeliminate or minimize such interference risks and the relevant costs associated with such measures.
The way in which these obligations have to be fulfilled and the relevant documents which have tobe drawn up will be agreed and indicated in the relevant agreement between Purchaser and
Supplier, in compliance with the applicable legislation. The agreement shall provide for the ability
for Purchaser to have Supplier replace contractors with alternative subcontractor in the event of its
material breach of applicable legislation regarding environment, health and safety.
5.6. In addition to the above provisions, the Supplier shall undertake to notify the Purchaser of any
accident involving its employees and/or third party collaborators and/or any subcontractors duly
authorized in writing by the Purchaser that occurs during the performance of the Service, within 3(three) days of its occurrence, specifying the cause, manner and severity of the event together
with any inspections and verifications carried out by the relevant public authorities.
5.7. The Supplier shall keep the Purchaser constantly informed of any clinical and administrative
developments arising from the industrial accident.
5.8. Upon entering into the Contract, the Supplier shall indicate to the Purchaser its own
representative responsible for fulfillment of the obligations set forth in this Article 5, and to issue toits personnel the necessary identification documentation for access to the Purchaser's
manufacturing facilities (hereinafter called the "Facilities"). The Supplier undertakes to comply andensure the compliance by its employees, third party collaborators and any subcontractors, with theregulations on the access to the Facilities that the Purchaser shall provide the Supplier with, at thetime in which the Purchaser release to the Supplier the authorization to enter in the Facilities andthe Supplier issues the related identification documents to its employees.
5.9. Unless otherwise agreed by and between the Parties, during the execution of the Contract, theSupplier shall, at its own risk and expense dispose of the waste generated by the performance of
the Service, as the producer of such waste, after storing them in an appropriate area indicated andmade available by the Purchaser within its Facilities, or to deliver it directly to third parties
authorized to transport and dispose of such waste in accordance with applicable Provisions of Law
on Safety and Environmental Protection, subject to the written consent of the Purchaser to enter in
the Facilities.
5.10. Any failure by the Supplier to comply with the obligations established at this Article 5 shallentitle the Purchaser to terminate the specific Contract according to Article 22.

6. SERVICE LEVEL AND PENALTIES

6

6.1. It is the obligation of the Supplier to perform the Service in accordance with: (i) the Contract,(ii) the Specifications, and (iii) the Quality Standards defined in the specific Contract, in accordancewith all Provisions of Law.
6.2. For the entire period of validity of the Contract, the Purchaser shall have the right to inspect
the Quality Standards, the compliance with the Specifications and the fulfillment of the Service
provided, at any time, without prior notice and if necessary also accessing the Facilities where theService is performed, as agreed with Supplier.
6.3. If as a result of the inspections carried out as set forth in Article 6.2, the Purchaser ascertains
that the Service is not being performed by the Supplier according to industry standards, the Quality
Standards and Specifications and/or the terms of the Contract and these General Terms, thePurchaser shall send a written notice to the Supplier providing a reasonable period not exceeding 7(seven) days, (hereinafter "Grace Period 1"), to remedy the cause of irregularities / deficiencies /anomalies ascertained (hereinafter the '"Anomaly").
6.4. Upon the expiry of the Grace Period 1, if the Anomaly has not been remedied, the Purchaser
shall grant the Supplier an additional period of 20 (twenty) days, (hereinafter "Grace Period 2") toremedy the Anomaly having the right to apply a penalty of 1% of the total Price of the Services or,if the Services are expected to continue in the long term, the annual Price of the Service to which
the Anomaly refers to, for each day of delay with respect to Grace Period 1. Upon the expiry of theGrace Period 2, if the Anomaly has not been remedied, the Purchaser reserves the right toterminate the relevant Contract pursuant to Article 22, without prejudice to any right to seek
payments and indemnification for greater damages, losses, costs and expenses. In such cases,
except as provided in Article22, the Purchaser shall not be required to grant the Term pursuant to
Article 22 and the termination shall be effective from the date of dispatch of the notice by the
Purchaser indicating its intention to terminate the Contract as set forth by this Article 6.
6.5. The penalties established in this Article shall be subject to financial compensation between theParties according to Article 13.1(ii).

7. SERVICE GUARANTEES
7.1. In the event that during the performance of the Service, the Supplier services, , repairs, or
perform services activities involving an asset belonging to the Purchaser, (hereinafter the "Asset"),the Supplier, without prejudice to the guarantee of the Asset, undertakes to provide the Purchaser
with an appropriate guarantee, for a minimum period of 24 months, covering the consumables,
parts and functionality of the Asset as a whole.
8. LIABILITY OF THE SUPPLIER
8.1. The Supplier shall be liable for any damage caused, directly or through its employees, agentsor third party subcontractors or in any way caused to the Purchaser, its employees, third parties
and/or property during the execution of the Contract.
8.2. The Supplier shall hold harmless, release, defend and indemnify Purchaser, its affiliates,
successors, contractors, shareholders assigns and their customers from any and all claim of any
nature, made by whomsoever, against the Purchaser arising from the acts, facts or omissions
indicated above. In addition to what is specified elsewhere in this General Terms, Seller shallindemnify, defend, release and hold harmless Purchaser, its affiliates, successors, contractors,
shareholders assigns and their customers, in full against all loss, liability, damages, costs and all
expenses, including attorney fees and expert fees, arising directly or indirectly out of Seller’s
performance of work hereunder, including but not limited to claims, actions or lawsuits alleging:(1)a. personal injury, property damage or economic damage;(2)

b. any violation by Supplier of any law, rule or regulation applicable to Seller or Seller’s business,
facilities or operations;(3)c. any act or omission of Supplier or its employees, agents or sub-contractors in the course of7

performance of or delivering the Services, including any injury, loss or damage to persons caused
or contributed to by any of their negligence; ord. any other claims resulting from the acts or omissions of Supplier or its employees, agents or
sub-contractors.
8.3. It is nevertheless understood that the provisions of Article 22 shall be applied in the event of
non-fulfillment by the Supplier of its obligation as set forth in this Article 8.

9. INSURANCE POLICY
9.1. The Supplier shall, by means of an appropriate insurance policy with a leading insurancecompany approved by the Purchaser, provide coverage for all risks of civil liability, theft, fire, direct
and/or consequential damage to the Purchaser's employees, third parties and/or goods in any way
related to the execution of the Contract.
9.2. Supplier shall submit to Purchaser, on yearly basis, the insurance certificates and theinsurance premium payment receipts issued by the insurance company.
9.3 The existence of such insurance policies will not release Supplier from any of its obligations or
liabilities under this General Terms and/or the Supply Agreements and/or the applicable law.

10. MODIFICATIONS AND CHANGES OF THE ORDERS
10.1.
The Purchaser shall, at any time throughout the entire period of validity of the Contract,
have the right to request an Order Variations by written communication. The terms and conditionsof the Order Variation, therein including but not limited to those relating to Price, delivery terms
and implementation methods, shall be the subject to a prior written agreement between the Parties
which shall be set out in the relevant Order Variation.

11. REPORTING
11.1. The Supplier undertakes to prepare and forward to the Purchaser a Monthly Report by thetwentieth (20th) day of each month and, upon conclusion and completion of the Service, a Final
Report summarizing all activities performed in compliance with the provisions of the Contract.
11.2. Any delay in providing the Monthly Report or Final Report shall result in the Supplier being
unable to issue the relevant invoices until all the missing documentation is forwarded to thePurchaser.
11.3. Once the Monthly Report and/or Final Report has been received by the Purchaser, thePurchaser shall have twenty (20) days to review and approve it or to notify the Supplier in writingof any anomalies or irregularities detected. The Supplier may proceed to issue the relevant invoice
if: (i) the period indicated has elapsed without the Purchaser raising any objection as to thecompleteness and correctness of Monthly/Final Report it has received, or (ii) the Purchaser has
already issued its written approval to the Supplier for the invoicing of the Service performed, it
being understood that the events mentioned in paragraphs (i) and (ii) above constitute merely theacceptance of the material description of the Services contained in the Monthly and/or Final Reportand an essential condition for the issuance of the invoice by the Supplier.
11.4. It is furthermore understood that the issuance of said approval may not in any manner beconstrued and interpreted, expressly or implicitly, as a waiver by the Purchaser of any rightprovided for by these General Terms, the Contract, and/or applicable Provision of Law, including in
relation to any future dispute concerning the relevant invoices.
12. PRICE
12.1. The Price shall be indicated in the specific Contract and shall be understood as fixed and not

8subject to change unless it is the result of an Order Variation. In such case, the provisions of Article
10.1 shall apply.
12.2. Any safety costs arising from measures adopted to eliminate or reduce the risk ofinterference will be specifically indicated in the interference risk assessment report in accordance to
Article 5.5 and/or in the relevant Contract.
12.3 The parties agree and acknowledge that provisions related to the financial and economic
aspects of the Purchase Order and Supply Agreements may be revised by Purchaser as aconsequence of currency exchange rate variations or other factors that could have unintended
economic impacts related to the profitability of the project or otherwise.
13. TERMS OF PAYMENT AND INVOICING
13.1. The Purchaser: (i) undertakes to pay the Price to the Supplier following receipt of therelevant invoice, according to the terms of payment set forth in the specific Contract, (ii) is entitledto the financial compensation of any amount due to the Supplier at any time against amounts dueby the Supplier to the Purchaser for any reason whatsoever, and (iii) is entitled, in the event of
failure by the Supplier to fulfill any of its obligations, to suspend payment of portion of the Price as
may be due, notifying the Supplier in writing of any such suspension.
13.2. When invoicing the Price, or part thereof, the Supplier must include in the relevant invoice(s):(i) the number of the Contract, (ii) the date of the Contract, and (iii) any further information
required for this purpose in the Contract.
13.3. Each payment made by the Purchaser, according to this Article and this General Terms andConditions, shall not constitute acceptance or recognition of the fact that the Supplier has
adequately and correctly performed of the Service.

14. COMPETITIVENESS OBLIGATIONS
14.1. Throughout the entire period of validity of the Contract, the Supplier undertakes to guarantee
the competitiveness of the Service with respect to the market competitors in terms of quality,
reliability, and remuneration.
14.2. The Purchaser shall have the right to verify that the levels of competitiveness of the Service
provided by the Supplier are consistent with the average of the quality, reliability, andremuneration for the same or similar services offered by the market competitors. If as a result ofsuch verifications the Purchaser ascertains that the Service is uncompetitive, the Purchaser shallpromptly notify the Supplier in writing, indicating the best offer received for the provision of thesame or similar services.
14.3. By means of the written notice indicated in Article 14.2, the Purchaser shall grant the Suppliera period of not less than 30 (thirty) days for the Supplier to comply with the terms of the best offer
of which it has been informed. In the event upon the expiry of such a period, the Supplier does not
accept to revise the Service condition according to such a best offer indicated by the Purchaser, thePurchaser shall have the right to terminate the Contract immediately by simple written notificationaccording to Article 22 of these General Terms, provided that the Supplier shall not have any rightto claim to the Purchaser any damages and/or compensation of any kind.

15. TEMPORARY INTERRUPTION OR REDUCTION OF THE PURCHASER'S ACTIVITIES
15.1. The Parties agree that in the event of a reduction or temporary interruption of the productive
activities of the Purchaser for any reason, including, by way of example and not of limitation theplacement of employees on ordinary or extraordinary temporary lay-off and periods of closure of
offices and Facilities, the Supplier shall undertake to adapt the Service as required by the
Purchaser's productive activities, planning and organizing its own corporate activities (materials,
equipment and labour) according to the specific requirements of the Purchaser as indicated by the9Purchaser itself.
15.2. In the event of a period of reduction in the productive activities of the Purchaser, the Suppliershall only be entitled to receive payment of a proportionally reduced Price according to the Service
actually performed, excluding any further right to damages and/or compensation for any direct orindirect costs and expenses that the Supplier declares that it has sustained for any whatsoever
reason during such a period.
15.3. In the event of a temporary interruption of the Purchaser's productive activities, the Suppliershall, on the Purchaser's instruction, suspend the performance of the Service for the entire period
indicated by the Purchaser and shall not be entitled to receive payment of the Price or of any
whatsoever damages and/or compensation for direct or indirect costs and expenses that theSupplier declares that it has sustained for any whatsoever reason during such a period. In theevent that the interruption of the Purchaser's production activities elapses continuously or
cumulatively for more than six (6) months in any year, the Supplier shall have the right toterminate the Contract, providing a three (3) months prior written notice and obtaining from thePurchaser the payment only of a Price that is proportionally reduced according to the Service
actually performed, until the date of termination of the Contract, thereby excluding any further
right of the Supplier to any damages and/or compensation for direct or indirect costs and expenses
that the Supplier suffered for any whatsoever reason during such a period.

16. NO ASSIGNMENT OF CREDIT
16.1. The Supplier undertakes not to sell, transfer or assign to third parties any credit which it may
claim from the Purchaser on the basis of payment for the Service to be provided to the Purchaser
pursuant to a specific Contract, without the prior written consent of the Purchaser.

17. PREMISES AND EQUIPMENT OWNED BY THE PURCHASER
17.1. In the event that the Supplier is obliged to use premises and equipment which is the propertyof the Purchaser (hereinafter the "Property") in order to perform a Service subject to a specificContract, such Property shall be made available to the Supplier on the basis of specific andseparate agreements concluded as required between the Purchaser and the Supplier at the time of
conclusion of the Contract.

18. NO ASSIGNMENT OF THE CONTRACT AND OF SUB-CONTRACTING
18.1. The Supplier shall not assign and/or subcontract the Contract or any whatsoever right andobligation arising therefrom to third parties, without the prior written consent of the Purchaser.
18.2. In the event that the Purchaser has given written consent to subcontract pursuant to Article
18.1 above, the Supplier: (i) undertakes, under its own responsibility, to select subcontractors only
after verifying their technical and professional competence, financial reliability and their possessionof the experience and expertise necessary to perform the part of their Service to be subcontracted;
and (ii) undertakes to ensure that each subcontractor accepts and comply with these General
Terms and the relevant Contract.
18.3. It is hereby agreed and understood that, in the event the Purchaser has given the written
approval to subcontract, in any case, the Supplier shall be held liable and responsible together with
its subcontractors towards the Purchaser for the compliance with the obligations and conditions set
forth in these General Terms and the relevant Contract.

19. FORCE MAJEURE
19.1. Neither Party shall be responsible to the other by reason of failure to perform obligations
hereunder to the extent that the failure to perform is caused by an act of God, natural disaster,10

flood, fire, epidemic, pandemic, storm, earthquake, shipwreck, acts of public enemy, or acts oromissions of any sovereign government, branch or agency thereof and other similar events beyond
reasonable control of the Party whose performance is prevented or interfered with. The affected
Party shall promptly notify the other Party and shall not be responsible for its failure to perform any
obligation required under this Agreement as a result of any of the forgoing. The Parties specificallyagree that strikes and labor disputes at the Party whose performance is prevented or interferedwith shall not be included in the Force Majeure events.
19.2 In case a firm order, Purchase Order, or Contract cannot be executed on schedule due toForce Majeure events, delivery terms shall be deemed to be postponed and a new delivery term
shall be agreed upon between MARELLI and Supplier in relation to the specific situation (in thisrespect, it remains understood that the liability of Supplier is never excluded in case of a strike).
19.3 The application of this Article 19 is conditional upon Supplier promptly notifying MARELLI ofthe commencement of a Force Majeure event in accordance with the notice requirements outlinedin the Service agreements and/or related Purchase Orders.
19.4 The application of this Article 19 is further conditional upon Supplier taking all necessary steps
to avoid, end, or mitigate the effects of the force majeure event at Supplier’s own expense andwithout any cost to MARELLI, including but not limited to Supplier arraigning and paying for: (1)any and all premium freight; (2) any and all broker costs; and (3) any and all cost differential fromsecuring alternative sources of materials, goods or services. Supplier shall not be excused fromperformance hereunder where alternate sources of materials, goods or services are available.
19.5 Force majeure may not be invoked if it arises after expiration of the agreed delivery term.
19.6 Subcontractors delays shall not be considered force majeure events, unless it is proved thatsaid delays are caused by force majeure.
19.7 If force majeure causes such a delay in delivery of Products not complying as to prevent
compliance with MARELLI’s production needs (production interruption), MARELLI shall have theright to engage Service from third parties. In the event that substitute Service must be acquired
from an alternate supplier by Marelli, any and all cost differential from securing alternative sourcesof materials, goods or services shall be the sole obligation of Supplier.
19.8 Should the above measure as stipulated in Article 19.7 – in MARELLI’s sole discretion - prove
impossible to be put in place or unreasonably expensive, MARELLI shall have the right to terminate
the Agreement with immediate effect. MARELLI’s liability is excluded in case of circumstances outof MARELLI’s control preventing receipt of deliveries or reducing the need of Services.
19.9 Notwithstanding the foregoing, it is hereby agreed that, MARELLI shall, at its discretion, havethe right to, after ten (10) days of the occurrence of force majeure events, cancel the firm ordereffective immediately, through a Notice to Supplier.

20. INTELLECTUAL PROPERTY
20.1. Any information, data, know-how, patents, patent applications and statutory invention
registrations, improvements such as any extension, new application, adaptation or further
development of the know-how, any technical, economic, commercial or administrative data, written
or oral as well as any product designs, drawings inventions, documents, magnetic support, productor material sample that the Purchaser may have delivered to the Supplier for the execution of theService as provided for in the Contract are and shall remain of the exclusive property of thePurchaser and shall be used by the Supplier solely for the execution of the Service as set forth in
the Contract.
20.2. The Purchaser shall acquire the exclusive and unlimited ownership of any technical result of
the Services (hereinafter referred to as “Technical Result”) together with the related intellectual
property rights at the time the same is executed by the Supplier during the performance of theContract.
20.3. The Purchaser shall have the right, at its own discretion, to proceed to the registration of

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such a Technical Result as patent and the Supplier hereby undertakes to cooperate with thePurchaser, if requested by the Purchaser.
20.4. Should the Supplier use in the Technical Results of the Service any intellectual property rightsthat is not its property, the Supplier hereby undertakes to:
20.4.1. guarantee, by providing adequate documentation, to have obtained the prior consent touse such a third parties’ intellectual property rights; and20.4.2. hold the Purchaser harmless and indemnified from any and all third party claims relating toor in connection with ant third parties intellectual property rights infringement in the development
and execution of the Technical Result of the Service performed according to the Contract.
20.5. Should the Supplier use in the Technical Results of the Service any existing intellectual
property rights that is of its property at whatsoever title, developed and/or acquired prior to theand independently from the Contract, the Supplier hereby grants to the Purchaser a non-exclusive,
perpetual, royalty-free, sub licensable, world-wide, licence to use, have used, produce, haveproduces, sell, offer for sale, maintain such Technical Result.
20.6. The Price shall include any intellectual property right, assign, transfer or licensed as set forthin the Contract and in these General Terms.
20.7. In case the Supplier uses software or components/modules with software embedded,
Supplier shall provide to Purchaser a complete bill of material (also known as BOM) including thelist of any free and open source software (also known as “FOSS”) included in its products. In any
case Supplier warrants that it shall comply with the Purchaser FOSS policy (details of which mayvary from Product to Product, as specified on a need basis).

21. TERMINATION DUE TO BREACH OF CONTRACT
21.1. The Purchaser shall have the right to terminate any Contract in the event of breach by the
Supplier of any of its obligations set forth in the Contract, by giving a prior written notice to the
Supplier granting a reasonable period, in any case not exceeding 30 (thirty) days from the receipt
of such a notice (hereinafter the "Term") to remedy said breach.
21.2. For this purpose, representatives of the Parties shall meet as soon as possible during theTerm to reach agreement on appropriate measures to remedy the breach. In any event, any
impossibility of reaching agreement shall not in any manner invalidate or reduce the obligation of
the Supplier to remedy said breach.
21.3. In the event that it is not possible for the Supplier to remedy the breach within the Term, thePurchaser shall, on expiry of the Term, have the right to terminate the Contract by notifying the
Supplier in writing. The date of the said notification shall be considered as the date of termination.
21.4. The termination of any specific Contract, as per this Article 21, shall not prejudice any rightsthat the Purchaser may claim against the Supplier. Any condition which expressly or implicitly has
effect after the termination shall continue to have effect notwithstanding the termination.

22. TERMINATION DUE TO SPECIFIC CAUSES OF BREACH OF CONTRACT
22.1. The Parties agree that the Contract shall be terminated automatically by simple written noticefrom the Purchaser to the Supplier in which the Purchaser declares that it invokes this termination
clause, and without prejudice to the Purchaser's right to compensation for damages, losses, costs
and expenses in cases in which the Supplier commits a breach of any term or condition set forth in
Articles 4, 5.1, 5.2, 5.3, 5.5, 5.7, 8.2, 8.3, 14.3, 15, 18, 19, 25, 26 and 27 of these General Terms.

23. TERMINATION FOR CONVENIENCE
23.1. The Purchaser shall have the right to terminate for convenience any specific Contract at any

12time and for any reason by giving a prior 30 (thirty) days written notice, subject to compliance withthe mandatory terms required by any Provision of Law, starting from the date of receipt of such
notice (hereinafter referred to as "Notice Period"). The termination for convenience shall take effecton expiry of the Notice Period (hereafter the "Effective Date of Termination").
23.2. In the case provided for in Art. 23.1, the Purchaser shall pay the Supplier the Price for theService actually performed until the Effective Date of Termination. It is understood that theSupplier will not have any further right to claim any damages and/or compensation for direct orindirect costs and expenses that the Supplier may have suffered.

24. CONSEQUENCES OF TERMINATION
24.1. Any termination of the Contract as provided in Articles 21, 22 and 23 shall not prejudice any
rights that the Purchaser may claim against the Supplier. Any conditions that implicitly or explicitly
have effect after termination shall continue to produce such effects notwithstanding thetermination.

25. CHANGE IN THE ORGANIZATIONAL AND CORPORATE STRUCTURE OF THE
SUPPLIER
25.1. The Supplier acknowledges that the decision of the Purchaser to enter into a Contract is on"intuitu personae" basis and is essentially based on a prior positive assessment of the professional,
financial and managerial competence of the Supplier and its overall ability to ensure proper andtimely performance of the Service.
25.2. The Supplier undertakes to promptly notify the Purchaser of any change in its organizational,
corporate and managerial structure or in its shareholding structure and is aware that if thePurchaser, at its own discretion, deems that such changes substantially affect the ability of the
Supplier to operate properly with the required professional, financial and managerial capacities andwithin established deadlines, it shall have the rights provided for in Article 22.

26. CONFIDENTIALITY
26.1. All information contained in these General Terms and in the specific Contract, together withinformation exchanged between the Parties shall be considered as confidential. MARELLI may
disclose to its agents, consultants and engineering services’ providers who reasonably need toknow the confidentiality information related to the services provided, also without Supplier’s
consent.
26.2. The Supplier undertakes to: (i) refrain from disclosing and/or communicating to third parties,
in whole or in part, in writing or verbally, any information provided to it by the Purchaser without
the prior express written consent of the latter, and (ii) refrain from using such information for
purposes other than the execution of the specific Contract.

27. CODE OF CONDUCT
27.2.1. The Supplier is aware of the provisions of the Code of Conduct (hereinafter “Code of
Conduct”) adopted by the Purchaser and downloadable from the web-site
https://www.marelli.com/public/uploads/2020/02/MARELLI_Code_of_Conduct_ENG.pdf where areset forth the basic principles and the business behaviors that the companies, directly or indirectly,
controlled by MARELLI are committed to comply with in their business activities.
27.2.2. The Supplier acknowledges that the companies, directly or indirectly, controlled by MARELLI
expect their suppliers to carry on their business in accordance with the above-referred principles
and behaviors.

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27.2.3. The Supplier shall perform its business activities in accordance with ethical standards andprocedures similar to those provided for in the laws of the Country(ies) where it operates (included
but not limited to bribery, money-laundering and any case of Corporate Liability), in the Code of
Conduct, aimed to ensure the compliance with proper ethical levels in the performance of its own
business activities.
27.3 The Supplier is aware that the Purchaser shall not further carry on business relationships withany supplier which does not comply with the provisions of the laws of the Country(ies) where its
business activities are carried out and/or the Code of Conduct.
27.4 Any breach by the Supplier of the provisions of the organization, management and control
model and/or the Code of Conduct shall constitute a breach of these General Terms according to
Article 22 above.

28. APPLICABLE LAW AND RESOLUTION OF DISPUTES
28.1 Negotiation Phase. In the event that any dispute between the parties arises, the party
raising the matter in dispute shall notify the orther party in writing detailing the specific nature of
the dispute. Thereafter, the parties shall negotiate in good faith in an attempt to reach a fair andequitible resolution of said dispute. At any time, either party may, at their own discretion, terminate
this “Negotiation Phase” by providing the other party 10 days advance written notice.
28.2 Arbitration. Following the conclusion of the Negotiation Phase, under Article 28.1, either
party may request the other to participate in binding arbitration by making a written request to theother party. The party receiving the written request to arbitrate shall have 14 days after receipt ofsuch request to respond in writing as to whether it will agree to binding arbitration administered by
the American Arbitration Association under its Commercial Rules in effect on the date of thisAgreement. However, in the case of disputes relating to quality, quantities, delivery, payments,
warranty, indemnifcation, any service action, and other topics contemplated by these General
Terms and Conditions, Purchaser may unilaterally elect to arbitrate, at which time the parties shallsubmit to binding arbitration administered by the American Arbitration Association under its
Commercial Rules in effect on the date of this Agreement. Prior to any unilateral election toarbitrate by Purchaser, the parties must have particiapted in the Negotiation Phase. Any arbitration
proceedings shall be conducted in Michigan in accordance with the laws of the State of Michigan.
28.3.1 Litigation. In the event that a dispute has not been resolved within the Negotation Phase,
Litigation may be initiated, unless the parties arbitrate under section 28.2. In any litigation, theparties agree that the litigation will be filed in the State of Michigan. These General Terms and any
any agreements related to the Services shall be governed by and construed in accordance with thelaws of the State of Michigan without taking into account its principles on conflicts of law. Any
action, suit or other proceedings pursuant to, arising under, or touching or concerning these
General Terms or any agreements related to the Services or the transactions contemplated hereby
shall be brought in any federal or state court of competent jurisdiction in the State of Michigan.
The parties agree to take any and all necessary or appropriate action to submit to the jurisdiction
and venue of any such court. In any such action, suit or proceeding, (i) service of process may bycertified mail, return receipt requested or any means permitted or provided by applicable law and(ii) the successful or prevailing party shall be entitled to recover its reasonable attorneys' fees andother costs incurred in connection with that action, suit or proceeding, in addition to any otherrelief to which such party may be entitled. The United Nations Convention on Contracts for theInternational Sale of Goods shall not apply to these General Terms or any Supply Agreements.
28.3.2 Litigation (Mexico). In the event that a dispute has not been resolved within the
Negotiation Phase, and such dispute arises between a Supplier’s Mexico affiliate or subsidiary andPurchaser’s Mexico entity, litigation may be initiated, unless the parties arbitrate under section
23.2. In such litigation, the parties agree that the litigation will be filed in Mexico City. These
General Terms and Contract(s) shall be governed by and construed in accordance with the laws of
Mexico without taking into account its principles on conflicts of law. Any action, suit or otherproceedings pursuant to, arising under, or touching or concerning these General Terms or any
agreements related to the Services or the transactions contemplated hereby shall be brought in any

14federal or state court of competent jurisdiction in Mexico City. The parties agree to take any andall necessary or appropriate action to submit to the jurisdiction and venue of any such court. In
any such action, suit or proceeding, (i) service of process may by certified mail, return receipt
requested or any means permitted or provided by applicable law and (ii) the successful or
prevailing party shall be entitled to recover its reasonable attorneys' fees and other costs incurredin connection with that action, suit or proceeding, in addition to any other relief to which such party
may be entitled. The United Nations Convention on Contracts for the International Sale of Goods
shall not apply to these General Terms or any Contracts.
29. MISCELLANEOUS PROVISIONS
29.1. Each right or remedy of the Purchaser provided for in these General Terms and/or a specificContract shall not prejudice any other legal right of the Purchaser, whether or not provided for inthese General Terms and/or each Contract.
29.2. Any conduct, including repeated conduct, of one of the Parties that does not correspond to
one or more of the provisions of these General Terms and/or a particular Contract shall not in any
manner prejudice the right of the other Party to request, at any time, the application of the said
provisions.
29.3. Any failure or delay by the Purchaser to enforce, in whole or in part, any provision of these
General Terms and/or any Contract shall not be interpreted as a waiver of those provisions.
29.4. All rights and remedies provided herein for the benefit of the Parties, or for each of them,shall be considered as an addition to, and not as an alternative, to any other right and action
established by the Provisions of Law.
29.5. These General Terms shall apply to any Contract that the Parties enter into and which
expressly refers to them, it being understood that in the event of any discrepancy between theprovisions of these General Terms and those of any specific Contract, the provisions of the Contract
shall prevail. Any amendments and variations to a given Contract shall be deemed valid andeffective only if they are the result of a written document duly signed by a representative, vested
with the appropriate powers, of each of the Parties.
29.6. In the event that any provision of these General Terms is deemed invalid, illegal, or
unenforceable pursuant to the Provisions of Law applicable to these General Terms and the specificContract, such invalidity, illegality or unenforceability shall not in any way extend to the otherprovisions hereof. The invalidity, illegality or unenforceability of a provision of these General Terms
in a particular jurisdiction shall not render the said provision invalid, illegal, or unenforceable in any
other jurisdiction.

30. PURCHASER PERSONAL DATA
30.1 If, in the course of providing the Services described herein, Supplier collects, transfers, oruses third parties’ personal data (information that can be linked to a specific individual), Supplieracknowledges that such collection, transfer, or use may be governed by certain personal dataprotection laws, regulations, and industry standards. Should any sanctions (e.g., monetary fines or
penalties) be imposed on Marelli by any government authority as a result of Supplier’s failure tocomply with its data protection obligations, Supplier shall reimburse MARELLI the full amount ofsuch sanction within five (5) banking days of being notified by MARELLI of the sanction imposed.
30.2. In any case, the Supplier undertakes and warrants to hold harmless Purchaser from andagainst every objection, action or claim, brought by data subjects, due to the processing of
personal data effected by the Supplier in breach of the provisions of all applicable data protection
legislation.

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SUPPLIER ENTITY:ACKNOWLEDGMENT, ACCEPTANCE AND
EXECUTION BY THE AUTHORIZED SIGNATORY
OR LEGAL REPRESENTATIVE OF THE SUPPLIER
NAME

STAMP AND SIGNATURE

TITLE
DATE

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