MARELLI PURCHASE AGREEMENTMPA – 06/2022 – Rev. 0

TABLE OF CONTENTS
Article 1.
Article 2.
Article 3.
Article 4.
Article 5.
Article 6.
Article 7.
Article 8.
Article 9.
Article 10.
Article 11.
Article 12.
Article 13.
Article 14.
Article 15.
Article 16.
Article 17.
Article 18.
Article 19.
Article 20.
Article 21.
Article 22.
Article 23.
Article 24.
Article 25.
Article 26.
Article 27.
Article 28.
Article 29.
Article 30
Article 31.
Article 32.
Article 33.
Article 34.
Article 35.
Article 36.
Article 37.
Article 38.
Article 39.
Article 40.
Article 41.
Article 42.

Definitions and Interpretation…………………………………………….. 1
Agreement………………………………………………………………… 5
Specifications and Stock…………………………………………………. 6
Delivery…………………………………………………………………… 7
Receipt and Inspection…………………………………………………… 8
Packaging, Marking and Shipping……………………………………….. 9
Price, Invoicing, Payment and Set off…………………..………………... 10
Changes……………………………………………………………….….. 11
Warranties…………………………………………………………….….. 12
Quality Assurance………………………………………………………... 14
Recall and Reimbursement………………………………………………. 15
Indemnification and Insurance…………………………………………… 15
Right of Access to Supplier’s Claims’ Information……………………… 18
Handling of Drawings……………………………………………………. 18
Intellectual Property Rights………………………………………………. 18
Infringement……………………………………………………………… 19
MARELLI Property, Title and Risk……………………………………… 20
Tooling ………………………………………………............................... 21
Service Parts……………………………………………………………… 23
Sales to Third Party and Supplied Goods...…………………………….... 23
Subcontracting…………………………………………………………..
24
Confidentiality…………………………………………………………... 24
Compliance with Laws…………………….………….…….…………... 25
Advertising……………………………………………………………… 28
Facility Inspection, Export control and Customs……….………………. 28
Change of Circumstances and Competitiveness………………………… 29
Term…………………………………………………………………….. 29
Termination and Discontinuance……………………………………….
30
Waiver and Remedies…………………………………………………… 33
Notice……………………………………………………………………. 33
Entire Agreement……………………………………………………….. 33
Assignment……………………………………………………………… 34
Independence……………………………………………………………. 34
Severability……………………………………………………………… 34
Force Majeure…………………………………………………………… 34
Survival………………………………………………………………….. 35
Governing Law…………………………………………………………... 35
Jurisdiction……………………………………………………………… 35
Attorney’s fee……………………………………………………………. 35
Taxes………………………………………………………………………. 35
Financial and Operational Information…………………………………….. 37
Supplier Code of Conduct……..…………………………………………….37

Schedule 1.
Schedule 2.
Schedule 3.

Claim Compensation Procedure………………………………………… 39
Form of letter of accession……………………………………………… 41
Governing Law and Court…………………………………………………..42

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This Marelli Purchase Agreement is made the ___ day of _________________ (“Effective Date”)
BETWEEN:(1)

Marelli Holdings Co., Ltd., a corporation organized and existing under the law of Japanand having its registered office at 2-1917 Nissin-Cho, Kita-ku, Saitama-Shi, Saitama,3318501 Japan ("MARELLI"); and(2)__________________________________________, a corporation organized and existingunder the laws of _______________ and having its registered office at_______________________________________ (“Supplier”)(collectively, the “Parties” and individually a “Party”).
Recitals(A)

WHEREAS, MARELLI, a holding company, and its Affiliates (as defined below in Article
1.1) are engaged in the design, manufacture, assembly and/or sale of modules, assemblies,
or components for automobiles.

(B)

WHEREAS, Supplier and its Affiliates are engaged in the design, manufacture and/or saleof motor vehicle components or materials utilized for the manufacture or assembly motor
vehicle components.

(C)

WHEREAS, MARELLI wishes to procure from the Supplier motor vehicle components or
products as set out in the terms of this Agreement.

Now, therefore, for good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Parties agree to the terms and conditions set forth in this Agreement.
Article 1. Definitions and Interpretation
1.1
In this Agreement the following terms shall have the following meanings:“Acceptance Drawing”

means a drawing in any medium, including but
not limited to, an electronic version in CAD
format, made by Supplier based upon
specification tenders provided by MARELLI or
any of its Affiliates and design-released by
MARELLI or any of its Affiliates;“Affiliates”

means any company, or other legal entity,

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directly or indirectly Controlling, Controlled by,or under common Control with another company
or legal entity.
For avoidance of doubt, for the purposes of thisAgreement, whenever the term “Affiliate” isreferred to in conjunction with MARELLI, it
shall only include and relate to any companies orlegal entities which are directly or indirectly
under the Control of MARELLI, excluding
entities which are Controlling or under common
Control with MARELLI.
“Agreement” (or “MPA”)

means this Marelli Purchaseincluding its Schedules;“Applicable Law”

means all laws, rules, regulations and executive
or judicial orders applicable in any jurisdiction
where the Products are manufactured and any
jurisdiction where the Products or vehicles
equipped with the Products will be sold;“Background Patents”

means (i) any registered patent, registered utility
model or registered design right acquired orowned prior to starting the Development Work;or (ii) any application to register a patent, utility
model or design right filed prior to starting theDevelopment Work;“Carmaker”:

means a company
automobiles;“Claim Compensation Procedure”

means the procedure by which MARELLI isreimbursed for the warranty cost by Supplier, acopy of the current version of which is attachedhereto as Schedule 1;“Closed Order”:

means a request, addressed from MARELLI to
Supplier, for the purchase/supply of a specified
quantity of Products;“Confidential Information”

has the meaning set out in Article 22.1;“Consignment Stock Agreements”:

mean the agreements, ancillary to the Agreement,

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thatAgreement,

manufactures

for the management of the Products inconsignment stock, as may be entered into fromtime to time between MARELLI and Supplier.
“Controlling”, “Controlled” or “Controls” The terms “Controlling”, “Controlled” and“Control” mean (i) ownership, direct or indirect,of more than fifty (50) percent of the voting
rights in a legal entity, or (ii) the power to appoint
or elect a majority of the directors of in a legal
entity, or (iii) the power to direct the managementof a legal entity. Any such legal entity shall beconsidered an Affiliate for only such time as suchvoting rights or powers are maintained;“Development Work”

means all works necessary to develop the
Products, so that the Products meet allSpecifications and are fit for their intended
purpose;“Intellectual Property Rights”

means any patent, utility model, design right,
copyright (including any right in computer
software), database right or topography right(whether or not any of these are registered andincluding applications for registrations of any
such thing) and any trade secret, know-how or
any right or form of protection of a similar natureor having equivalent or similar effect to any of
those which may subsist anywhere in the world,
including any trademark, service mark, trade orbusiness name of each Party;“Logistic Programs”:

means the periodic delivery programs by meansof which MARELLI indicates to Supplier thequantities to be delivered, as well as the delivery
date and the exact location.

“Logistic Agreements”

means the agreements, ancillary to theAgreement, for the logistic services of Products
as may be entered into from time to time between
MARELLI and Supplier;

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“MARELLI”:

means Marelli Holdings Co., Ltd and/or its
Affiliates;“MARELLI Drawing”

means a drawing in any medium, including anelectronic version in a CAD format, specification
tender, standard or other technical document ofsimilar nature made by or belonging to
MARELLI or any of its Affiliates;“MARELLI Property”

has the meaning set out in Article 17.3;“Open Order”:

means a request, addressed by MARELLI to
Supplier, concerning the purchase/supply of
Products, without any binding determination of
the quantity of Products to be supplied, to befollowed by the issuance by MARELLI of
Logistic Programs;“Operating Regulations”:

means standards, specifications, rules, circularletters, procedures, operating procedures and anyother similar regulations governing and detailingthe performance of the Agreements entered into
by MARELLI and Supplier, as made available
from time to time to Supplier;“Price”means the price of the Products identified in theapplicable Purchase Order;“Product”:

means all goods particularly described in any
Purchase Order and/or under this Agreement,
supplied by Supplier to MARELLI;“Purchase Order”

means an Open Order and/or a Closed Order;“QASS”:

means Quality Assurance System for Suppliers adocument agreed in writing by MARELLI and
Supplier identifying quality characteristics of a
specified Product with the goal of the zero (0)defect production;“Service Parts”

has the meaning set out in Article 19;

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1.2“Specifications”

means a document agreed in writing by
MARELLI and Supplier identifying thetechnical, operating, quality and reliability
characteristics of a specified Product;“Subcontractors”

has the meaning set out in Article 21;“Supplier”

means the company or other entity subscribing
this Agreement for the supply of the Products.
This definition of Supplier includes the Affiliatesof the Supplier to which a Purchase Order isaddressed by MARELLI;“Technical Information”

has the meaning set out in Article 14.2;“Tooling”

all tools, jigs, dies, gauges, fixtures, moulds,
patterns and other equipment used by Supplier inmanufacturing the Products;“Vendor Tooling”

all Tooling paid or to be paid for by MARELLI,
and used by Supplier in manufacturing the
Products.

In this Agreement:(1)

the above definitions are equally applicable to both the singular and pluralforms of any of the terms defined in this Article;(2)

the headings are for convenience only and shall not affect the interpretationof this Agreement;(3)

the word “including” shall not be given a restrictive interpretation by reasonof it being followed by words indicating a particular class of acts, matters or
things; and(4)

any reference to a statutory provision includes a reference to any modification
or re-enactment of the provision from time to time in force and all subordinate
instruments, orders or regulations made under it.

Article 2.
Agreement
2.1
MARELLI agrees to purchase and Supplier agrees to sell the Products under the terms andconditions of this Agreement; provided, however, that commitments to purchase and sell
specific Products shall be subject to the issuance by MARELLI of a Purchase Order andthe relevant acceptance by Supplier thereupon.

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2.2

The commencing of the activities for the performance of the Purchase Order by Seller shallbe deemed to constitute acceptance of the Purchase Order, even if no other formalities havetaken place. In any case, Supplier shall have term of up to 3 (three) business days from theissuance of the Purchase Order to state its express acceptance of the Purchase Order. If nostatement is made within such term, it shall be assumed the tacit acceptance of the Purchase
Order.

2.3

The Parties acknowledge that Supplier enters into this Agreement for Supplier itself andon behalf of its Affiliates (if any).

2.4

Any Affiliate of MARELLI may accede to this Agreement by an issuance to Supplier of a
specific letter of accession - substantially in the form set out in Schedule 2 - so adhering tothis Agreement.

2.5

In the event that this Agreement applies to an Affiliate of MARELLI, as a result of anissued letter of accession, this Agreement shall read (where the context so permits) as if
the defined term “MARELLI” refers to such Affiliate of MARELLI.

2.6

Each MARELLI Affiliate will be liable only for its own obligations that arise under thisAgreement as a result of an issued letter of accession. For avoidance of doubt, such
MARELLI’s Affiliate will have no joint and several liabilities under this Agreement.

Article 3.
Specifications and Stock3.1
Supplier shall manufacture the Products in accordance with:
(1)
(2)
(3)

MARELLI Drawings;
Acceptance Drawings; andSpecifications other than above (1) and (2).

3.2After MARELLI Drawings and Specifications are provided to Supplier, and before
Supplier manufactures the Products, Supplier shall review the same. Supplier shallimmediately notify MARELLI in the event that Supplier has reason to believe that any
MARELLI Drawing or Specification is inadequate to produce the Products that will satisfy
all warranties in Article 9 and that will function throughout the greater of the expected lifeof the Products or the applicable warranty period.

3.3

Supplier agrees to keep adequate stocks of Products in its warehouses at its own cost andduring the term of this Agreement, according to the monthly demand specified in supplying
plans; Supplier agrees to immediately replenish the stock of Products when they are used,in order to meet Purchase Orders.

3.4

In case of default by Supplier on the above Article 3.3, MARELLI shall have the right tocharge Supplier all costs and damages incurred as a result of its failure, without prejudice

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to the right to terminate this Agreement in accordance with Art. 28.
3.5.

Supplier represents for all purposes:a) to have all records, licenses and public authorizations required and undertakes to remain
as such during the validity of this Agreement and any extension thereto;b) to have all technical, operational and economic conditions to perform this Agreement
also being aware of the risks, expectations and convenience thereon;

Article 4.
Delivery
4.1
Unless otherwise agreed between MARELLI and Supplier, Supplier shall deliver, and
MARELLI shall accept, the Products in accordance to the terms and standards, defined in
the International Commercial Terms (Incoterms 2020) of the International Chamber ofCommerce as designated and specified in the Purchase Order.
4.2

MARELLI may issue one or more Purchase Order(s) to Supplier specifying, including, but
not limited to, the quantities of the Products to be purchased and the required deliver dates.

4.3

Supplier shall deliver the Products to MARELLI in the quantity and by the time specified
by MARELLI. Supplier’s obligations relating to the time for production and/or deliveryof the Products are integral parts of and constitute conditions of this Agreement. In theevent that the delivery of the Products to MARELLI is likely to be delayed, Supplier shallnotify MARELLI thereof in advance; provided that such notice shall not release Supplierfrom its liabilities for all costs, losses and consequential damages resulting from incomplete
or delayed delivery; without prejudice to MARELLI’s other available rights and remedies,
MARELLI shall have the right to reject in whole or in part the delivery of the Products.
Supplier is responsible for all costs (including those arising out of currency fluctuations)and losses (including loss of profits), as reasonably calculated by MARELLI, due toincomplete or delayed delivery.

4.4

Shipments in excess of quantities specified by MARELLI may be returned to Supplier, andSupplier shall pay MARELLI for all return handling and transportation expenses.
MARELLI reserves the right to accept, at its sole discretion, in whole or in part, any
Products delivered in excess of those specified by MARELLI and may, but shall not be
obliged to, make such payment as MARELLI considers appropriate in respect of the excess
Products. MARELLI shall not be obliged to give notice to Supplier of its acceptance orrejection of any Products delivered in excess of those specified.

4.5

MARELLI reserves the right, at its sole discretion, to place emergency orders in addition
to regular orders placed from time to time under this Agreement or to require Supplier todeliver the Products earlier than the time originally specified by MARELLI. In any suchcase Supplier shall use its best efforts to comply with such emergency orders or revised
timetable.

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4.6

Supplier shall timely and accurately fulfill all requests by MARELLI, or its designatedagents, for country of origin certification for all Products supplied to MARELLI whether
or not preferential origin or tariff treatment applies. This includes, for example, but without
limitation, national or international certifications and data for various and applicable Free
Trade Agreements, Generalized System of Preferences, Average Fuel Economy andLabeling etc.

4.7Partial deliveries are not allowed, unless so agreed in writing by the Parties.

4.8

Supplier shall supply, together with the delivery, all necessary documents needed for
Products usage (for example, user, technical and installation manuals, warranties, etc.).

4.9

Where not otherwise specified in writing, carriage of Products shall be fully at Supplier's
own risk and expense.

4.10

In the event of:1.
missed or delayed or not compliant delivery at the fault of the Supplier;2.
delivery at a place different from the one specified by MARELLI,MARELLI shall have, in its sole discretion, the right to procure elsewhere, at any time, inwhole or in part, the Products ordered, at Supplier’s cost and risks, which shall bequantified and communicated to Supplier.
4.11 In the event of any actual or potential supply disruption, the Supplier must
immediately provide at least the following information:1) Impacted parts including part numbers
2) Current coverage in your stock3) The extent of expected impact to MARELLI, including volumes; and
4) Countermeasures that Supplier is implementing, at its own cost, to avoid or mitigate
supply disruptions.
Supplier acknowledges that failure, missed, delayed, or non-conforming delivery may
result in damages to MARELLI beyond the cost of replacement Products, including but notlimited to, those related to underutilized fixed costs, unused labor, costs related to failure
to launch programs or costs imposed by Customers for its missed, delayed or nonconforming delivery and agrees that as all such costs may be charged to Seller by
MARELLI.
MARELLI reserve all rights to recovery any additional costs, expenses, expenses,
damages, losses, including lost profits as well as other costs that Marelli has or may incur
due to any breach by your company.

4.12

In any case and without prejudice to any further right or remedy, MARELLI shall have theright, but not the obligation, to charge to Supplier an amount equal to 1.5% of the total
value of the delayed Products shipments for every 5 business days of delay, provided that

MPA – 06/2022 – Rev. 0the maximum amount of such additional charges, applicable from time to time to any single
delay may not exceed 10% of the value of the undelivered Products. This amount represents
a simple estimate of the damage agreed in advance by MARELLI and by Supplier and shallnot preclude the right to MARELLI to claim compensation for any further damage and, toterminate, with immediate effect, by communication, this Agreement.
Article 5.
Receipt and Inspection
5.1
The title to and risk of loss or damage to the Products shall pass from Supplier to
MARELLI at the time of delivery of the Products to MARELLI. MARELLI reserves theright to inspect the Products in accordance with the standards issued by MARELLI fromtime to time.
5.2

MARELLI may reject any Products that are defective, damaged or non-conforming to or
in breach of Supplier’s warranties at any time before sale of the Products or upon noticefrom a manufacturer of vehicles equipped with the Products indicating the existence of the
Products that are defective, damaged or non-conforming to or in breach of supplier’s
warranties. In such case, Supplier shall be notified about self-evident defects immediately
after they have been recognized.

5.3

Payment to Supplier shall not be construed as acceptance by MARELLI or agreement by
MARELLI that the Products conform to the terms and conditions of this Agreement. Any
inspection – whose scope shall be clearly communicated by MARELLI and agreed
between the Parties – or testing by MARELLI shall not relieve Supplier of its obligations
under this Agreement.

5.4

If any Products are rejected, Supplier shall, at MARELLI’s request and at no additional cost
to MARELLI, promptly deliver replacement Products conforming to the Specifications anddelivery instructions.

Article 6.
Packaging, Marking and Shipping
6.1
All Products shall be properly packaged, labeled, marked and shipped at Supplier’s
expense in accordance with MARELLI's requirements. Supplier shall deliver the Products
in suitable shipping packaging (and according to MARELLI requirements, when
specified), in order to prevent damage and quality impairments.
6.2

If MARELLI is responsible for arranging transportation, Supplier shall comply withMARELLI’s instructions.

6.3

Each packaging slip, bill of lading, shipping notice and invoice shall bear MARELLI’sapplicable part number, Release number, Purchase Order number, date of shipment,
quantity shipped, address of MARELLI, forwarding information and any other information
requested by MARELLI, including serial numbers, if applicable.

6.4

Supplier is responsible for all MARELLI’s costs and losses, as reasonably calculated by

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MARELLI, due to Supplier’s failure to comply with any or all of its obligations under this
Article 6.
6.5

In case the Products are delivered to MARELLI’s facility with damaged packaging,
MARELLI shall have the right to refuse the shipment and send it back to Supplier, charging
every cost.

6.6

Products shall be identified with a MARELLI product number. Supplier acknowledges andagrees that such product numbers are part of a complex numerical system designed by
MARELLI, and that MARELLI is the sole owner of this numerical system. Supplier shalluse this numerical system only for the purposes of the supply of Products to MARELLI
and shall immediately stop use at the end of the supply relationship. Supplier shall ensurecompliance with this condition by its own subcontractors.

Article 7.
Price, Invoicing, Payment and Set off
7.1
Invoices must be set, issued and managed in compliance with Applicable laws, as well aswith operating procedures and rules set forth by MARELLI, according to which, among
other things, Supplier shall send invoices exclusively to the accounting service center
appointed by MARELLI, unless otherwise directed by MARELLI in writing.
7.2

Unless otherwise agreed in writing, Supplier shall invoice MARELLI for the Products after
delivery of the Products. The Price shall be Supplier’s full compensation for the Products.
MARELLI shall have no obligation to make any further payment to Supplier in connection
with the Products. No increase in Price shall be accepted by MARELLI without priorwritten agreement by MARELLI. Invoices shall include all data and supporting
documentation requested by MARELLI.

7.3

Invoices may be rejected for non-compliance with any of the provisions of this Agreement.
MARELLI shall make payment of the Price to Supplier in accordance with the payment
conditions established by MARELLI.

7.4

MARELLI will pay for the Products in accordance with the payment terms and in thecurrency specified in the Purchase Order. Acceptance of the Products shall be aprecondition of any payment. If the payment date is not a business day, payment shall be
due the next business day thereafter, to the extent permitted by the Applicable Law.
In any case, MARELLI shall effect payments following receipt of the relevant invoices,duly filled, as well as receipt of any other documentation required under Applicable Law.

7.5

The Parties agree and acknowledge that provisions related to the financial and economic
aspects of the Purchase Order and / or Agreement may be revised by MARELLI as aconsequence of currency exchange rate variations or other factors that could haveunintended economic impacts related to the profitability of the relevant project applicableto Products.

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7.6

MARELLI, without waiver or limitation of any rights or remedies, shall be entitled fromtime to time, to deduct from any amounts due or owing by MARELLI to Supplier, any andall amounts owed by Supplier to MARELLI.

7.7

All applicable customs and duties, taxes, imposts, fees, and other charges including,
without limitation, the cost of any certificate of origin imposed on or required for the
Products and sale thereof in the country of shipment, shall be borne by Supplier.

7.8

Supplier agrees to pursue actively ongoing reduction in the Price and ongoing improvementin the quality of the Products with respect to this Agreement; provided, however, Suppliershall remain the Party principally responsible for ongoing reductions in Price and ongoing
improvements in quality.

7.9

MARELLI is hereby authorized by Supplier to proceed to fully withhold and / or offset theamounts payable by MARELLI to Supplier hereunder, up to the amount of the debt (dulyadjusted and updated), directly from the amounts payable by MARELLI to Supplier,especially concerning the supply of Products, in the following events:a) For indemnifying the damages caused by Supplier to MARELLI and / or third parties;b) For paying a fine in the event of a contractual breach by Supplier;c) For indemnifying MARELLI in case of total or partial destruction of the Tooling;d) For indemnifying MARELLI should it be compelled to pay, on behalf of Supplier, any
amounts, on any grounds, such as, but not limited to: labor duties of Supplier’s personnel,
judicial convictions, taxes, etc.;e) Other events provided for in this Agreement or law.

7.10 Supplier agrees that the Price stated in the Purchase Order is final. No increase in price shallbe accepted by MARELLI without prior written agreement. Supplier shall be in breach ofthis MPA in the event Supplier halts, withholds or delays deliveries due to a unilateral pricerequests or increases applied by the Supplier. Supplier shall be liable for any additionalcosts, expenses, damages, losses, including lost profits, as well as other costs that
MARELLI has or may incur due to any such breach by Supplier.
Article 8.
Changes
8.1
Supplier shall supply Products in compliance with the Specifications; any updates orchanges to the Products shall be performed according to the timing, methods and economic
aspects agreed in writing with MARELLI.
8.2

MARELLI may, by notice to Supplier, at any time change any one or more of thefollowing:(1)
quantity;(2)
Specifications; or(3)methods of packaging or shipment.

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If any such change results in increased or decreased costs to Supplier, then MARELLI may
choose to make a reasonable adjustment to the Price or other terms.
8.3

Any change, both of the Products or of the production process, including production site,
shall be introduced by Supplier only after prior information and written consent by
MARELLI.
MARELLI shall have the right to stop or cancel Purchase Order, charging Supplier any
cost, if delivery shall take place without the above written consent.

8.4

Should said changes as stipulated in Article 8.3 above give rise to patentable inventions,
Supplier, to the extent permitted by the Applicable Law, shall grant a license to MARELLI
free of charge to manufacture, sell and use the improved Products, without prejudice to therights of MARELLI as stipulated in Article 15 hereunder.

8.5

In the event that any materials used by Supplier in making the Products become
unavailable, Supplier shall locate a source for, and propose to MARELLI, alternative
materials for use in making the Products. MARELLI shall, in its sole discretion,
determine whether the use of such alternative materials is acceptable, and whether anadjustment to the Price or other terms will occur as a result of such change.

Article 9.
Warranties
9.1
Supplier warrants that it has good and merchantable title to the Products and that theProducts shall:(1)
be free from defects in design (to the extent that Supplier has furnished thedesign), materials, workmanship and performance;(2)
be of merchantable quality and fit for the particular purpose for which theProducts are sold;(3)
comply with all MARELLI Drawings, Acceptance Drawings andSpecifications;(4)
be free and clear of all liens and encumbrances;(5)comply with all Applicable Laws; and(6)comply with all other warranties implied or provided for by law.
9.2

All warranties shall extend to MARELLI for at least the time and mileage limitations of
relevant Car Maker warranties.
It remains understood that each Product shall be, in any case, guaranteed for not less than
48 (forty-eight) months starting from the production date code as written, engraved orreported on each single Product, or in any case as reported by MARELLI Producttraceability systems. Should, under any Car Makers’ general terms and conditions,
MARELLI be requested to apply greater warranty periods, such warranty period shallapply in turn to the Supplier. Supplier shall reimburse MARELLI for all costs (including
labor charges, cost of replacement Products, towing, dealer handling charges and otherexpenses) incurred by MARELLI as a result of Supplier’s breach of any warranty. In
addition, Supplier shall comply in all respects with the terms and conditions of the Claim

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Compensation Procedure, which shall constitute an integral part of this Agreement. There
are no exclusions, limitations, or disclaimers of warranties other than those that may be
expressly recited in this Agreement. The warranties expressed in this Agreement shall be
construed as consistent and cumulative with one another and with all other warranties,
whether express, implied or statutory.
9.3

Supplier shall ensure the Product’s quantity compliance to what is provided in Purchase
Orders and/or in this Agreement and in the labelling on package. In case of the Product’s
quantity non-compliance, MARELLI shall have the right to, without prejudice to any rights
or remedies allowed under Article 4, request Supplier to immediately provide any missing
Products. MARELLI shall have the right to charge Supplier for any expenses (including
any extra costs such as expediting costs for emergencies caused by Supplier’s errors) anddamages due to delayed or missing delivery.

9.4

Unless otherwise agreed between MARELLI and Supplier, Supplier warrants that it iscertified to IATF 16949 by an external certified body.

9.5

In case of Product defective and/or not conforming to the Specifications, the MPA, the
QASS and/or the Operating Regulations, MARELLI shall have the right to refuse theProduct that have been identified as defective or not conforming and MARELLI reserves
the right to return, as well as to request Supplier to replace, the refused Product, at
Supplier’s expenses, without prejudice to any other right and/or remedy according to these
Agreement and/or the Applicable law.

9.6

MARELLI reserves the right to verify the Products in accordance with the standards issued
by MARELLI from time to time, and demands to Supplier to work in self-certification andto deliver Products (herein after “Direct Acceptance”).

9.7

Even in case MARELLI conducts verification on in-coming Products, Supplier remains in
any case fully responsible for the quality of the Products.

9.8

The condition of the Direct Acceptance can be temporarily suspended by MARELLI,
because of specific problem or needs. In these cases, unless otherwise directed by
MARELLI, as soon as Supplier receives notification of ‘Direct Acceptance’ suspension,
Supplier agrees to commence delivery of the Products with the conformity declaration
inside the box, and identify by an external label with “conformity declaration inside”. This
status is maintained until MARELLI formally notifies the closing of temporary status.

9.9

Supplier agrees to ensure that the process capabilities shall satisfy automotive quality
requirements to meet the “Zero Defect” target.

9.10

Supplier shall plan and perform periodical requalification to guarantee the conformity of
the Products to the Specifications.

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9.11

In case of crisis (e.g. line stops, recall campaigns, recurring quality issues, quality claims,
including those from Carmaker), MARELLI may require Supplier to put in place a specificadditional control, focused on the critical problem that have not been filtered by Supplierproduction process: Control Shipping Level 1, Control Shipping Level 2 or Control
Shipping Level 3 (CSL1, CSL2, CSL3), being CSL2 and CSL3 applied through external
certified body, the costs of which are borne by Supplier.

9.12

Supplier shall act, on MARELLI’s request, at MARELLI’s facility with technicalrepresentatives, in order to perform any or all of the following: sorting, return of stock, apreliminary joint analysis.

9.13

Supplier is responsible to apply and respect FIFO (First In First Out) and to plan the
Products’ production in coherence with MARELLI’s demand.

9.14

Supplier and MARELLI shall maintain an appropriate data tracking system.

9.15

Defective Products detected by MARELLI or received from Carmaker may be returned toSupplier for analysis and root cause understanding.

9.16

The standard analysis answer required is based on the 8D report.

9.17

Lead Time (in working days) for detected problems and faulty parts analysis is definedaccording to the FAR Analysis (Failure Analysis Request).

9.18

Supplier agrees to provide maximum support and co-operation in the joint analysis for final
root cause investigation and understanding.

9.19

Supplier, to the extent permitted by the Applicable law, irrevocably waives its right to takeexception to warranties or limitation of its action.

9.20

If Supplier does not remedy or remediate defects immediately after a request fromMARELLI, MARELLI shall be entitled to remove, through third parties, any defects at
Supplier’s expense.

9.21

Costs related to remediating Product defect shall be borne by Supplier, including but notlimited to management costs and problem analysis, transportation costs, processing, laborcosts, material scrap or rework in the process of selection, line stoppage (MARELLI or
Carmaker), shipping the material for analysis, audit at Supplier facilities, materials andcosts for inspections or audits.

9.22

The Parties agree that if MARELLI would contest, for any cause or reason the Products
supplied by Supplier, MARELLI to the extent permitted by the Applicable law may
suspend the relevant payments until the dispute has been resolved to the satisfaction of

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MARELLI.
9.23

Payment of invoices does not constitute MARELLI’S acceptance of the Products;
MARELLI shall have the right to contest Products and charge Supplier the payment andall damages, without exclusions.

Article 10.
Quality Assurance
10.1 Supplier shall manufacture the Products in accordance with all of MARELLI’s quality
procedures for its suppliers including but not limited to the QASS and all other Operating
Procedures. In addition, Supplier shall continuously monitor the Products and promptly
report to MARELLI any Products that do not comply with the Specifications.
10.2 The Supplier shall not begin the manufacture and delivery of Products in production
quantities until the Supplier has satisfied the requirements of the agreed production part
approval process (hereinafter “PPAP”) and MARELLI has provided the Supplier with aparts submission warrant (hereinafter “PSW”) permitting the Supplier to commence
manufacture and delivery of Products in production quantities.
10.3 The Supplier shall manufacture and supply Products in accordance with the technicaldocumentation and in accordance with the quality assurance requirements of MARELLI’s
and/or Carmaker’s New Product Quality Procedure (hereinafter “APQP”).
Article 11.
Recall and Reimbursement
11.1 Supplier shall, to the extent attributable to Supplier, indemnify and hold MARELLI
harmless against damages, costs and expenses incurred by MARELLI (including costs for
notification, replacement Products, labor, penalties, fines, and buy backs) as a result of any
recall, service campaign or similar program initiated by MARELLI, or the manufacturer ofvehicles equipped with the Products at their own discretion, required for compliance with
any Applicable Law.
11.2

If, at any time, Carmakers, third parties or Japanese or foreign or supranational authorities
make a claim against MARELLI for non-compliance with regulatory standards concerning
safety, health, environment and/or manufacturing and/or homologation, etc. due to alleged
defects, non-compliance with regulatory standards or rules, non-reliability or lack of safetyof the Products, Supplier agrees to indemnify and hold MARELLI harmless from any claim
and/or fine by the competent authorities and/or any damages or expenses pursued by a third
party, without prejudice to Supplier's own responsibilities towards the damaged third party
and the authorities, where applicable.

11.3

Supplier shall reimburse MARELLI, , for all costs attributable to the Supplier or in
conjunction with Products incurred by MARELLI or imposed upon MARELLI by any
third party (such as a vehicle manufacturer) as a result of any recall, service campaign orsimilar program initiated by any entity using the Products for the production of vehicles,or required to be initiated for compliance with any Applicable Law.

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Article 12.
Indemnification and Insurance
12.1 In addition to what is specified elsewhere in this Agreement, Supplier shall indemnify andhold harmless MARELLI, its Affiliates 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 Supplier’s performance of work hereunder or the use or sale orimportation/exportation of any Products, including claims, actions or lawsuits alleging:
(1)
(2)
(3)
(4)

(5)

personal injury, property damage or economic damage;any design, manufacturing or warning defect relating to any Product;any violation by Supplier of any law, rule or regulation applicable to Supplieror Supplier’s business, facilities or operations;any act or omission of Supplier or its employees, agents or sub-contractors
designing, manufacturing, supplying or delivering the Products, including any
injury, loss or damage to persons caused or contributed to by any of theirnegligence or by faulty design, workmanship or materials; or
any other claims resulting from the acts or omissions of Supplier or its
employees, agents or sub-contractors.

12.2

Upon request from MARELLI, Supplier shall, at its sole expense, provide MARELLI withreasonable access to documents, records and witnesses in connection with MARELLI’s
defense and resolution of any claim, action or lawsuit described in Article 12.1.

12.3

MARELLI may, in its sole discretion, require Supplier to defend and resolve any claim,
action or lawsuit described in Article 12.1. In the event that MARELLI so requires,
Supplier shall absorb all loss, liability, damages, costs and all expenses, including attorneyfees and expert fees, in connection with such defense.

12.4

Supplier's liability to MARELLI, for the responsibilities, guaranties and indemnification
provided in this Agreement will be as broad and unrestricted as possible, with no limitationof values.

12.5

Supplier shall provide at its own expenses, from leading and reputable insurancecompanies, and continuously maintain along with the supply relation under thisAgreement, adequate insurance policies covering any of and all Supplier’s liabilities
related but not limited to personal injury, death, or property damage in connection with the
supply of the Products, and shall maintain an adequate product liability insurance for the
purpose of covering any product liability risks, including pure financial loss, and any cost
related with services and/or recall campaigns. Tooling in which MARELLI has aninsurable interest, in care custody and control of the Supplier shall be insured on a
replacement cost value and ‘all risks’ basis. MARELLI shall be named on property as ‘loss
payee’ and on the liability policies as ‘Additional Insured’. Supplier’s policy shall be
primary and not contributory and, MARELLI insurance policies shall be in excess of

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Supplier’s insurance. Upon renewal and/or any policy change and in any case on a yearlybasis, Supplier shall submit to MARELLI the insurance certificate as a proof of coverage
issued by the Insurance company. The existence of such insurance policies will not releasenor limit the Supplier from any of its obligations or liabilities assumed under thisAgreement.
Supplier shall provide at its own expenses, all the insurance coverage required by law
and/or required by this Agreement with insurers with an A.M. Best rating of A-VIII or
better or a Standard & Poor’s rating of A- or better, to be maintained along with the supply
relation under this Agreement and, for an additional period of 24 months after the supply
interruption.
Insurance shall cover Supplier’s activities under this Agreement whether such activities beby itself or by any subcontractor or by anyone directly or indirectly employed by any ofthem, or by anyone for whose acts any of them may be liable, with the following minimum
insurance requirements:- Commercial General Liability insurance, but not limited to, Personal Injury(including bodily injury and death) and Property Damage (including loss of use),and Products and Completed Operations covering all employees, contractors or
sub-contractors, involved in providing the Goods. Policy shall be written on an
Occurrence basis with minimum limits of One Million (US $1,000,000) per
Occurrence and Two Million (US $2,000,000) Aggregate.
- Recall and service campaigns insurance on a claims or occurernce basis with aminimum limit of US$1,000,000.
- Excess/Umbrella Liability insurance shall be written on an Occurrence basis, withminimum limits of Four Million (US $4,000,000) each Occurrence, Four Million(US $4,000,000) Aggregate;- Business Automobile Liability insurance arising out of and covering the use of
any auto, including all owned, non-owned, leased, and hired vehicles, with a
Combined Single Limit of liability for bodily injury and property damage and aminimum limit of One Million (US $1,000,000) each Accident.
- Workers’ Compensation and Employer’s Liability Insurance in addition and inaccordance with the provisions of applicable Laws, covering all employees orcontractors involved in the supply, with the following minimum limits for Bodily
Injury by Accident/ Disease of One Million (US$1MM) per
accident/disease/employee.
- Property insurance on a ‘all risks’ basis and replacement cost value covering thetooling in care custody and control of the Supplier, in which MARELLI has aninsurable interest.

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Supplier shall require that its subcontractors procure and/or maintain insurance coverageat the limits described above. Supplier shall indemnify and be fully responsible for any cost
to Marelli resulting from said subcontractor’s failure to procure and/or maintain said
insurance. MARELLI shall be named, except for Workers compensation and Employer’s
liability, on property as ‘loss payee’ and on the liability policies as ‘Additional Insured’.
Unless prohibited by applicable law, Supplier agrees to a waiver of subrogation in favor of
MARELLI, its parent, and all their subsidiaries, affiliates, members, partners, shareholders,
officers, directors, managers, agents and employees for the above coverages.
Supplier’s policy shall be primary and not contributory for any claims, losses or liability
arising directly or indirectly from Supplier’s operations, to the extent due to Supplier’s
negligence. Any other insurance or self-insurance maintained by MARELLI will be noncontributory and MARELLI insurance policies and retentions shall be in excess ofSupplier’s insurance. Upon renewal and/or any policy change and in any case on a yearlybasis, Supplier shall submit to MARELLI the insurance certificate as a proof of coverage
issued by the Insurance company or a certificate properly completed and signed by anauthorized insurance broker representative.
The failure of Seller to purchase or maintain such insurance coverages, or the failure of
Seller to provide, or of Buyer to request, a copy of the certificates evidencing suchcoverages will not be considered or construed as a waiver by Buyer of the requirement that
Seller maintains such coverages, which such requirement will be continuing, and Seller
remains liable for all injuries and/or damages in accordance with the terms of thisAgreement, in any case the existence of such insurance policies will not release nor limit
the Supplier from any of its obligations or liabilities assumed under this Agreement.
Article 13.
Right of Access to Supplier’s Claims’ Information
At MARELLI’s request, Supplier shall promptly provide access to its records of warranty or
product liability claims relating to the Products. MARELLI has the right to review and copy suchrecords, and to require Supplier, at Supplier’s cost, to prepare and provide reports or analyses of
the quality, reliability, performance, or safety of the Products, and/or complaints, actions or claims
relating to the Products. Supplier shall retain such records, reports and analyses as required by the
Applicable Laws or for at least five (5) years, whichever is longer.
Article 14.
Handling of Drawings
14.1 Supplier shall furnish MARELLI with the Acceptance Drawings. Notwithstanding theprovisions of Article 22, MARELLI may copy, prepare derivative works and disclose theAcceptance Drawings to any third party.
14.2

Supplier shall furnish MARELLI with specifications, concept sheets, CAD data,
information and other data Supplier acquires or develops in the course of Supplier’s
activities under this Agreement as well as all other information and data that MARELLI
deems necessary to understand the Products covered by this Agreement and their

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manufacture (collectively the “Technical Information”). As to any Technical Informationthat is Confidential Information (as defined in Article 22), MARELLI shall not copy anddisclose such Technical Information to any third party without the prior consent ofSupplier, except to the limited extent permitted under Article 22.
Article 15.
Intellectual Property Rights
15.1 Each Party and/or its Affiliates will retain its rights in the Intellectual Property Rights thatit acquired, generated or created prior to starting the Development Work.
15.2

Supplier shall grant and hereby grants MARELLI and its Affiliates a perpetual, fully paidup, royalty-free, non-exclusive, world-wide irrevocable license to all Supplier’sIntellectual Property Rights subsisting or embodied in or used in connection with the
Acceptance Drawings except for Background Patents of Supplier, with a right to grant sublicenses to others, to make, have made, use, offer to sell, sell, repair, reconstruct or rebuild,and have repaired, reconstructed or rebuilt, products including the Products and products
similar or identical to the Products.

15.3

Unless otherwise agreed in advance by the Parties and subject to the Supplier’s Intellectual
Property Rights communicated in advance to MARELLI as described above in Article
15.2, when, in connection with Product’s research, design, testing or development, Supplierperforms inventions, whether patentable or not, Supplier shall give notice to MARELLI
and, upon MARELLI’s request, shall provide any and all information and documents
necessary or useful for the Product’s implementation.

15.4

If requested by MARELLI, Supplier shall grant MARELLI or any of its Affiliates a nonexclusive license with a right to grant sub-licenses to others to Supplier’s Intellectual
Property Rights subsisting or embodied in or used in connection with the Products, otherthan those licensed by Supplier to MARELLI and its Affiliates pursuant to Article 15.2, on
terms to be agreed by the Parties in writing

15.5

If Supplier makes or creates an invention, patentable discovery, improvement or process
based on the technical data, information, proposals or opinions provided by MARELLI,Supplier shall forthwith notify MARELLI thereof and the Parties shall discuss in good faithand agree on the ownership of the Intellectual Property Rights subsisting or embodied
therein.

15.6

If research, design, testing or development are carried out by Supplier for specificassignment to MARELLI, the invention or its Intellectual Property Rights, designs andtechnical results shall be exclusively owned by MARELLI.

15.7

Supplier represents and warrants that the Product and the relevant documentation shall not
infringe any patent, copyright and/or other intellectual or industrial property right of third
parties and that no action for infringement of such rights is pending or threatens to bebrought before any court in connection with the Product.

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15.8

In case the Product is a software or a component/module with a software embedded,
Supplier shall provide to MARELLI a complete bill of material (also known as BOM)
including the list of any free and open source software (also known as “FOSS”) includedin the Product. In any case Supplier warrants that it shall comply with the MARELLI FOSS
policy (details of which may vary from Product to Product, as specified on a need basis).

15.9

Supplier, where authorized by MARELLI in writing, shall place MARELLI’s trademark,or others owned by MARELLI, on Products and their packages, (“Trademark”), in
accordance with MARELLI’s instructions and standards, unless otherwise the Parties havean agreement on the labelling.

15.10 The use of any Trademark, alone or in combination with Supplier’s trademark shall in no
event mean that Supplier is granted any other license to use Trademarks.
15.11 Supplier shall immediately stop using Trademarks upon MARELLI’s request, and in any
case, after the last delivery of Products.
Article 16.
Infringement
16.1 Supplier shall defend, indemnify and hold harmless MARELLI, its Affiliates and theircustomers, in full against all loss, liability, damages, costs and all expenses, including
attorney fees and expert fees, arising directly or indirectly out of any claims, actions or
lawsuits, alleging infringement of any Intellectual Property Rights in connection with theProducts, alone or in combination with any other parts or components, or their
manufacture.
16.2

In the event that Supplier is involved in a dispute with a third party in connection withIntellectual Property Rights relating to the Products, or Supplier believes that there is alikelihood that such a dispute may occur, Supplier shall immediately notify MARELLI,
and shall furnish all information in its possession or under its control relating to suchdispute.

16.3

Notwithstanding the provisions of Article 16.1, MARELLI may, at its sole discretion, electto control the defense and resolution of any claim, action or lawsuit described in Article
16.1. In the event MARELLI so elects, Supplier shall, upon request from MARELLI,
provide MARELLI with reasonable access to documents, records and witnesses inconnection with such defense at Supplier’s sole expense, and such undertaking of defense
by MARELLI shall not relieve Supplier of its indemnification obligation under Article
16.1.

Article 17.
MARELLI Property, Title and Risk
17.1 Unless otherwise agreed in writing between the Parties, the transfer of ownership and therisk of loss shall take place upon delivery of the Products at MARELLI plant or at thedestination otherwise agreed, regardless of payment. In case the Parties agree for supplies
in consignment stock, the transfer of ownership and the risk of loss shall take place at the

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time of the withdrawal of the Products from the warehouse.
17.2

All MARELLI Drawings, Intellectual Property Rights owned by MARELLI and
Confidential Information supplied to Supplier by MARELLI shall remain the property of
MARELLI, and Supplier shall use such property only for the purpose of fulfilling its
obligations under this Agreement.

17.3

All supplies, materials or other items paid for or reimbursed by MARELLI to perform
Supplier’s obligations hereunder (collectively “MARELLI Property”) shall remain theproperty of MARELLI. Supplier shall use the MARELLI Property only in connection withthis Agreement, and shall not use the MARELLI Property in any manner whatsoever forthe benefit of any other customer or third party without MARELLI’s prior written consent.
Supplier shall, immediately upon MARELLI’s request, deliver the MARELLI Property to
MARELLI or its nominee in accordance with MARELLI’s instructions. The MARELLI
Property shall be marked as the property of MARELLI by Supplier, shall not becommingled with the property of Supplier or any third person, and shall not be moved from
Supplier’s premises without MARELLI’s prior written approval.

17.4

SUPPLIER ACKNOWLEDGES THAT ALL OF MARELLI’S DRAWINGS, INTELLECTUAL
PROPERTY RIGHTS, AND CONFIDENTIAL INFORMATION IS OWNED OR LICENSEDSOLELY BY MARELLI AND THAT THE UNAUTHORIZED DISCLOSURE OR USE OF
SUCH DRAWINGS, INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATIONWOULD CAUSE IRREPARABLE HARM AND SIGNIFICANT INJURY, THE DEGREE OF
WHICH MIGHT BE DIFFICULT TO ASCERTAIN. ACCORDINGLY, SUPPLIER AGREESTHAT MARELLI WILL HAVE THE RIGHT TO SEEK EQUITABLE OR INJUNCTIVERELIEF, INCLUDING PRELIMINARY INJUNCTIVE RELIEF AND/OR SPECIFICPERFORMANCE, IN ADDITION TO ANY OTHER RIGHTS OR REMEDIES AVAILABLE
AT LAW OR IN EQUITY FOR SUCH A BREACH, OR THREATENED BREACH. IF EITHERPARTY IS LIABLE IN DAMAGES TO THE OTHER PARTY ON ACCOUNT OF THISAGREEMENT, THE MEASURE OF DAMAGES SHALL INCLUDE ANY AMOUNTS FOR
INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS.

Article 18.
Tooling18.1 Supplier shall maintain the Tooling in good condition so that the manufacture of the
Products is not interrupted.
18.2

Supplier shall use MARELLI’s Tooling owned by MARELLI exclusively for
manufacturing the Products. It is expressly forbidden any other use unless otherwise
authorized in writing by MARELLI. Supplier shall, immediately upon MARELLI’srequest, deliver the Vendor Tooling to MARELLI or its nominee in accordance withMARELLI’s instructions. All Vendor Tooling shall be marked as the property of
MARELLI by Supplier, shall not be commingled with the property of Supplier or any third
person, and shall not be moved from Supplier’s premises (except for repair or modification)
without MARELLI’s prior written approval. Supplier shall not modify, lease, transfer or
dispose of any Vendor Tooling unless Supplier obtains MARELLI’s prior written consent.

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18.3

All Tooling owned by MARELLI and made available to Supplier for Product’s
manufacturing shall be labeled with a registration number as communicated to MARELLI.
Moreover, such number shall be indicated in Supplier’s statutory books as MARELLI’s
exclusive property.

18.4

Supplier shall use MARELLI’s Tooling owned by MARELLI based on a free loan
agreement between the Parties and a specific Tooling loan agreement shall be signed byand between the Parties in accordance with the MARELLI standard template.

18.5This Agreement and/or the Tooling loan agreement, mentioned before, may the rightfully
terminated, irrespective of any previous notice, whether judicial or extrajudicial
notification or claim, and without being payable any compensation to the other party, incase of:a) Abandonment of the Tooling or improper conservation thereof by Supplier;b) Breach of any of the terms herein by either party, and also, by acts that implicate inbreach of trust by Supplier;c) Suspension or termination of this Agreement for any reason, or of the supply of Products;d) Use, by Supplier, of the Tooling for any other purpose than the shipping of the products
to MARELLI;e) Dissolution, liquidation, application for judicial recovery, order of bankruptcy orverification of insolvency status of the Supplier.

18.7

In case of breach by Supplier of the above obligation as stipulated in Article 18.6,
MARELLI shall have the right to charge Supplier any damage directly or indirectly
resulting from such improper use.

18.8

Any Tooling owned by MARELLI shall be returned to MARELLI upon a simple requestof MARELLI, at any time for any reason or no reason at all.

18.9

Supplier shall perform routine maintenance and shall not disassemble or modify the
Tooling for any reason, except for performing actions related to maintaining and/or
improving the process/Product, subject to prior written authorization of MARELLI.

18.10 Supplier shall bear the risk of loss and damage to Tooling owned by MARELLI.
18.11 All Tooling shall at all times be properly kept and maintained by Supplier, at its expenseand shall not be moved from Supplier’s premises without MARELLI’s prior written
approval.
18.12 Supplier shall not, without prior written approval, transfer the Tooling to third parties.
18.13 MARELLI shall have the right to enter Supplier’s premises at all reasonable time to inspect

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such property and relevant records.
18.14 It is understood that in any event of termination, also in case of early termination, of thisAgreement, Supplier shall return at its own risk and expense Tooling owned by MARELLI
up to MARELLI’s premises.
18.15 Upon termination or expiration of the supply of the Products, for any reason, MARELLI
shall have an option to purchase any Tooling owned by Supplier (which in turn shall havethe obligation to sell and deliver Tooling).
18.16 In case, at the moment of exercising the afore mentioned option as set out in Article 18.15,
MARELLI has already paid to Supplier a portion of the price of Tooling (e.g. by means ofspecific markup above the unit price of the Products), the Supplier shall immediately
deliver the Tooling upon payment by MARELLI of the residual portion of Tooling price.
18.17 Supplier shall not allow lien or any other encumbrances on the Tooling and the Products.
In case of occurrence or likely occurrence of judicial seizure, judicial constriction oradministrative retaining measure on the Tooling or Products, Supplier shall inform
immediately MARELLI of thereof.
18.18 Supplier have the obligation to cause the Tooling to be handled only by duly licensed andqualified professionals, according to the minimum requirements of the Occupational Safety
Standards, which bears the total, sole and exclusive responsibility, any eventual damages
caused, including to third parties, for breach of this obligation.
18.19 MARELLI and Supplier recognize that the Price quoted by Supplier for the Vendor
Tooling may be an estimate. MARELLI and Supplier agree, however, that the estimatedPrice represents a maximum cost of the Vendor Tooling and that the firm Price shall bebased on the actual cost to Supplier of production of the Vendor Tooling. At such time as
firm pricing is established, MARELLI will issue an amendment to the applicable Purchase
Order to reflect that pricing. Supplier shall use best efforts to produce the Vendor Toolingat the lowest possible cost consistent with MARELLI's production part quality
requirements. MARELLI reserves the right to audit Vendor Tooling cost at tool sign-off.
Notwithstanding the foregoing, any increase in the amount of any applicable Purchase
Order may be accomplished only upon agreement of MARELLI.
Article 19.
Service Parts
After the termination of the manufacturing of the Products for the mass production, Supplier shallcontinue to supply Products for the aftermarket spare parts as required by MARELLI (“Service
Parts”), for at least 15 (fifteen) years from the date of last manufacturing date for mass production
by the manufacture of each model of vehicle for which the Products were supplied. Supply prices
shall be agreed to by taking into account the last price paid for the Products supplied for mass
production for first equipment, forecasted volumes and supply lots requested by MARELLI. The
Service Parts shall be supplied at full production assembly level and/or at sub-component level, as

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required by MARELLI. The Service Parts shall meet all Specifications provided by MARELLI.
The Price for the Service Parts will be the same as under Purchase Orders for corresponding
production Products while Products are in production, except to the extent Supplier can quantify
additional items not covered or specified. Once Products are past model, Service Parts pricing
will be established based on good faith negotiation and mutual agreement.
Article 20.
Sales to Third Party and Supplied Goods
20.1 Supplier shall not, without MARELLI’s prior written consent which shall not be
unreasonably withheld or delayed, manufacture for the benefit of or supply to a third party
any goods that:(1)
are based in whole or in part upon the MARELLI Drawings;

20.2

(2)

use any Intellectual Property Right of MARELLI or any of its Affiliates; or(3)

are based in whole or in part upon the Acceptance Drawings, or any derivative
or copy thereof, except for any products or parts that Supplier independently
developed.

In any of the following cases, MARELLI may, after consultation with Supplier, supply itwith raw materials, parts, packing materials or other materials (“Supplied Goods”)
necessary for manufacturing, packaging or transportation of the Products with or withoutcharge:(i)
If MARELLI judges necessary to maintain the quality and/or function of the
Products, or to meet any standard of the Products designated by MARELLI;
or(ii)
If there is any other justifiable cause.
The Supplied Goods to be supplied to Supplier pursuant to this Article shall have thefollowing two (2) categories:(i)
Supplied Goods which are manufactured by or purchased by MARELLI andphysically delivered from MARELLI to Supplier (“ MARELLI Supplied
Goods”); and/or(ii)
Supplied Goods which are purchased by MARELLI from a third party
supplier designated by MARELLI (“Source Supplier”) but are physicallydelivered directly from the Source Supplier to Supplier without via
MARELLI (“Direct Supplied Goods”).

20.3

In case the Supplied Goods are supplied to Supplier, MARELLI shall, no later than therelease of a design note for the Products in principle, notify Supplier of the part number,
type and other information of the Supplied Goods. MARELLI and Supplier shall discusswith each other in advance to determine the quantity, delivery date and other conditions
with respect to such Supplied Goods; provided, however, that the delivery date, place ofdelivery and other conditions with respect to the Direct Supplied Goods shall be discussed

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and determined by Supplier and each Source Supplier.
Article 21.
Subcontracting
Supplier may delegate or subcontract the manufacture of the Products to third parties(“Subcontractors”); provided that Supplier shall obtain the prior written consent of MARELLI in
the event of delegation or subcontracting of all or a substantial part of the manufacture of the
Products to a third party. Supplier shall ensure that all Subcontractors comply with and abide by
the terms and conditions of this Agreement, and in no event shall Supplier be released from anyof its obligations under this Agreement. If MARELLI notifies Supplier that MARELLI has an
objection to a particular Subcontractor, Supplier shall not subcontract to such Subcontractor any
work under this Agreement and shall promptly terminate any subcontracts with such
Subcontractor.
Article 22.
Confidentiality
22.1 The Parties recognize that each of them (“Receiving Party”) may, during the course of thisAgreement, gain knowledge of, have access to, or have otherwise disclosed to it certain
nonpublic information that is proprietary to the other Party, its Affiliates or their customers(“Disclosing Party”) and which is of a secret or confidential nature (“Confidential
Information”). The following information shall be considered Confidential Information:(1)

information concerning the business operations of either Party, its Affiliate or
their customers, (including product planning, manufacturing, advertisingprograms, sales promotions, complaints, budgets, and forecasts); and(2)inventions, designs, and research and development programs.

22.2

The Receiving Party shall not disclose, publish, release, transfer or otherwise makeavailable Confidential Information of the Disclosing Party in any form to, or for the use or
benefit of, any third party without the Disclosing Party’s prior written consent.

22.3

The obligations of confidentiality shall not apply if:(1)

the Confidential Information is, or becomes (other than through a breach ofthis Agreement) generally known to the public;(2)

the Confidential Information was in the Receiving Party’s possession prior toits disclosure by the Disclosing Party, as demonstrated by the Receiving
Party’s written records;(3)

the Confidential Information is developed independently by the Receiving
Party without reliance on information or materials provided by the Disclosing
Party, as demonstrated by the Receiving Party’s written records;(4)

the Confidential Information was rightfully received by the Receiving Party

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without obligation of confidentiality from a third party, as demonstrated by
the Receiving Party’s written records; or
(5)

22.4

22.5

disclosure is required by law; provided that the Receiving Party gives theDisclosing Party prompt notice of the request for disclosure, cooperates with
the Disclosing Party in obtaining a protective order or other remedy, anddiscloses only that portion of the Confidential Information which it is legallycompelled to disclose.

Notwithstanding the provisions of Article 22.2:(1)

MARELLI may disclose Supplier’s Confidential Information not only to
MARELLI Affiliates but also to entities with which MARELLI has a publicly
announced significant business relationship which may be referred to as an“alliance partner” or “strategic alliance” or some similarly described
relationship; provided that (i) MARELLI shall ensure that such Affiliates andentities are aware of and undertake to maintain the secret or confidential
nature of Supplier’s Confidential Information, and further that (ii)
MARELLI’s permitted disclosure shall be limited to MARELLI Affiliates ifsuch Supplier’s Confidential Information is also Technical Information; and(2)

Supplier may disclose MARELLI’s Confidential Information to any of the
Subcontractors defined in Article 21 to the extent necessary for performing
Supplier’s obligations under this Agreement; provided that Supplier shallensure that such Subcontractors are aware of and undertake to maintain thesecret or confidential nature of MARELLI’s Confidential Information.

Each Party acknowledges that the disclosure of the other Party’s Confidential Information
may result in irreparable injury to that Party and that such Party will be entitled to seek
injunctive relief in addition to any other legal or equitable remedies that may be available.

Article 23. Compliance with Laws
23.1 Supplier shall comply with all Applicable Laws of the countries and regions in which they
operate, including, but not limited to, Labor Standards Act, Act on Securing, etc. of Equal
Opportunity and Treatment between Men and Women in Employment, Industrial Safety
and Health Act, Act for Securing the Proper Operation of Worker Dispatching
Undertakings and Improved Working Conditions for Dispatched Workers, Act on
Prohibition of Private Monopolization and Maintenance of Fair Trade, Act against Delayin Payment of Subcontract Proceeds, Etc. to Subcontractors, Magnuson- Moss Consumer
Warranty Act, the Occupational Safety and Health Act of 1970, federal and state
automotive and other safety requirements, the Fair Labor Standards Act of 1938, and (ifthe applicable Purchase Order is made with reference to a government contract) theapplicable provisions of the Armed Services Procurement Regulations, the Federal
Procurement Regulations, and Executive Order 11246 of September, 1965 Unfair

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Competition Prevention Act, The Basic Environment Law, Air Pollution Control Law,
Water Pollution Control Law, Consumer Basic Act, Soil Contamination Countermeasures
Act, Act on the Protection of Personal Information, and Foreign Exchange and Foreign
Trade Act.
In the event that any Products sold do not conform to such requirements in this Section
23, standards or regulations, MARELLI, at its option, may return the goods for correction
or replacement at Supplier's expense, or may demand a full refund of all monies paid
pursuant to any applicable Purchase Order, Supplier commits to fulfill all requests forcontent data on Parts supplied to MARELLI, Any costs incurred by MARELLI as aresult of Supplier's non-compliance may be charged back to Supplier. The remedies
provided for in this Article shall be in addition to any other remedies provided for hereinor by law.”
23.2

Supplier shall establish and maintain an effective and appropriate internal control structureand system in order to strictly comply with all Applicable Laws as described in Article
23.1.

23.3

Supplier shall use its reasonable efforts to ensure that its suppliers relating to the Products
comply with the provisions of this Article 23.

23.4

Supplier shall notify MARELLI immediately upon discovery of any apparent or threatened
breach of the provisions of this Article 23. In this case, Supplier shall investigate and takeremedial actions against such breach immediately. Concurrently, Supplier shall report to
MARELLI such investigation results and remedial actions.

23.5

If Supplier is in breach of any of the provisions of this Article 23, MARELLI may, at its
sole discretion, elect (i) not to invite Supplier to participate in and/or (ii) to discontinue
Supplier’s participation in a supplier selection process for any new parts. For the avoidanceof doubt, the foregoing sentence shall not be construed as limiting or otherwise affecting
MARELLI’s right to take any other actions under this Agreement or under this Article 23.

23.6

Supplier shall establish and continuously develop a quality system in compliance with ISO
14001. MARELLI may suggest that Supplier comply with OHSAS 18001 or any rules
which are equivalent of or similar to the same including ISO 45001.

23.7

The Supplier declares that it shall supply the Product in compliance with the ISO 26262(last edition), if required. If the Product is subject to the application of the ISO 26262, theSupplier, according to the Automotive Safety Integrity Level (ASIL) requirements as
specified for the Products’ component(s), must produce all the evidences necessary todemonstrate the compliance with the ISO 26262 prescriptions (including reliability
analysis data for all the ASIL level).
The Supplier shall be liable vis-à-vis MARELLI for any ISO 26262 non-compliance.

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23.8

The Development Interface Agreement (DIA), that defines the responsibilities for activities,
the evidence and work products to be exchanged by each Party, in accordance with ISO
26262, shall be defined on a Product basis.

23.9

MARELLI is entitled to perform preventive audits in the Supplier’s plants and design
centres in order to verify the Supplier’s ISO 26262 compliance capability. MARELLI may,at its own discretion, request that Supplier be audited by a third party provider, at Supplierexpenses, appointed by the Supplier and finally approved by MARELLI; in such case
Supplier will provide to MARELLI the results of such third party audit. MARELLI will beentitled to perform/have performed by third parties assessment sessions in order to verify
the fulfilment of Supplier’s preventive audits.

23.10 Supplier undertakes to register all information related to composition of Products in the
Material Data System “IMDS”.
23.11 Where applicable, Supplier shall comply with the legislation on registration, evaluation,authorization and restriction of chemicals, as well as the legislation on classification,labelling and packaging of substances and mixtures, with particular reference to Regulation(EC) No 1907/2006 (“REACH Regulation”) and Regulation (EC) No 1272/2008 (“CLPregulation”) and any subsequent amendments and additions and with all applicableregulations, standards and best practices in environmental protection matters, including
those related to emissions and heavy materials.
23.12 In addition, Supplier shall comply with the ONU principles, in particular those related tointernational human rights protection, to collective bargaining, to forced and child laborabolition, to the elimination of discriminatory policies, environmental responsibility andthe prevention of corruption.
23.13 In the event that a Product is subject to government regulations, national and/or foreign(regarding safety, pollution, etc.), Supplier is required to prepare a specific documentation
concerning the type approval and supply chain, that proves, among other things, in what
way and with what results have been tested and certified the characteristics concerned. This
documentation must be kept by Supplier and shall be given to MARELLI upon request.
23.14 If any Product, or component thereof, contains minerals which originated in the Democratic
Republic of Congo or its surrounding Countries or which is anyway related to the Conflict
Mineral Legislation (“Conflict Minerals”) then Supplier shall immediately notify
MARELLI in writing of such Conflict Minerals and provide all information necessary inorder to comply with the requirements of the relevant national/international regulations inforce concerning Conflict Minerals. In any case, Supplier shall be required to send to
MARELLI a report (“Report”), on an annual basis, specifying the usage of Conflict Mineral.
In the absence of any receipt of annual Report, MARELLI shall have the right to exclude
Supplier from the list of eligible suppliers.

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23.15 MARELLI reserves the right to conduct audits (directly or also through the assistance ofthird parties) on Supplier facilities, in order to verify the accomplishment andimplementation of proper level of information security standards according to IS027001.
Supplier may also be requested to fill an Information Security Self-Assessment based on
information security standard IS027001.
23.16 Supplier shall comply with all applicable laws and regulations of the countries and regionsin which they operate, including, but not limited to, U.S. Foreign Corrupt Practices Act and
U.K. Bribery Act.
23.17 Supplier is required to impose similar obligations to its subcontractors, where specificallyauthorized as per Article 21 herein.
Article 24.
Advertising
Supplier shall not in any way advertise the fact that Supplier has entered into this Agreement withMARELLI without MARELLI’s prior written consent. In addition, Supplier shall not use any
trademark, trade name, trade dress, logo or other marks in which MARELLI or any MARELLI
Affiliate has an interest except in such manner as MARELLI may direct in writing in advance.
Article 25.
Facility Inspection, Export control and Customs
25.1 MARELLI shall have the right to inspect Supplier’s facilities and operations at any time
during Supplier’s business hours and upon reasonable notice for purposes of verifying
Supplier’s compliance with its obligations under this Agreement, including those relating
to Supplier’s manufacturing process and quality assurance systems.
25.2

Supplier shall comply with applicable laws and regulations regarding import/export andcustoms. Supplier shall present relevant customs with a specific document attesting theorigin of goods at the moment of importing the Product, in order to claim the reduced dutyor zero duty, according to the applicable laws.

25.3

In relation to the above Article 25.2, Supplier shall, at least in the offers, orderconfirmations and invoices, provide the following information about the Products:
export list number;
Harmonized Tariff Schedule (HTS) classification for any international shipments
ECCN (Export Control Classification Number) for the U.S. market (including
technology and software) according to the U.S. Export Administration Regulations(EAR);
country of origin of the Products and their components, including technology andsoftware;possible transport of Products within the territory of the U.S., any manufacturing
or storage of Products in the U.S. and possible manufacturing of the Products with U.S.
technology;
custom tariffs of Products;
contact person within the company, which is available on request to provide further

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information that may be required.
Upon request, Supplier shall provide in writing any further details on foreign trade related
to the Products and shall inform MARELLI of any change.
Article 26.
Change of Circumstances and Competitiveness26.1 If any of the following circumstances occur or are likely to occur in relation to Supplier,Supplier shall immediately inform MARELLI in writing:(1)

the transfer of all or any substantial part of its business or assets;(2)

substantial change of control;(3)

merger, amalgamation or other corporate re-organization;(4)

alteration of its trade name or official name, executive management, locationof premises or other substantial organization changes; or(5)insolvency, bankruptcy, being placed into administration, receivership or
liquidation, commencement of proceedings to be wound up, entering into any
voluntary arrangement with its creditors, or the happening of any similar
event according to the laws of its domicile.

26.2

Supplier undertakes to guarantee, during the entire duration of the Agreement, thecompetitiveness of the Product, in terms of technological level, price, quality, reliability,
technical and service level, with respect to similar products from competitors on the market
that meet MARELLI’s requirements.

26.3

If a similar product is offered at a more advantageous price, guaranteeing at the same timean equal or better technological level, quality, reliability, technical and service level,
MARELLI may give Supplier proper information to the maximum possible extent,
provided no confidentiality restraints, and allow it a proper period of time to submit acompetitiveness restoration plan. MARELLI agrees to verify the plan and provide guidance
to Supplier for any possible improvements, as well as to support in the implementation,
whenever possible.

26.4

The submission of a convincing competitiveness restoration plan, as well as theimplementation within the agreed timeframe, are essential contractual obligations of the
Supplier.

Article 27.
Term
This Agreement shall commence on the Effective Date and, unless earlier terminated as provided
herein, shall continue in force for an initial period of three (3) years. Unless either Party notifies
the other Party in writing at least six (6) months prior to the last day of the initial term or any

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extension thereof, the term of this Agreement shall be automatically extended for a further periodof one (1) year.
Article 28.
Termination and Discontinuation
28.1 Notwithstanding the provisions of Article 27, either Party may terminate this Agreement
effective immediately by notice in writing without liability to the other if the other is inmaterial breach of this Agreement and, if such breach is remediable, such breach has notbeen remedied within thirty (30) days of written notice.
28.2

28.3

Notwithstanding the provisions of Article 27, MARELLI may terminate this Agreement
without liability with immediate effect by serving a written notice on Supplier in the eventthat Supplier:(1)

becomes insolvent or bankrupt, is placed into administration, receivership or
liquidation, commences proceedings to be wound up, enters into any
voluntary arrangement with its creditors, or on the happening of any similar
event according to the laws of its domicile; or(2)undergoes any change in its ownership or disposes of all or a substantial partof its business or assets (other than for the purposes of a legitimate reorganization) without MARELLI’s prior written consent, which consent shallnot be unreasonably withheld or delayed (provided that MARELLI may
withhold such consent if it does not receive adequate evidence of Supplier’s
ability to continue to perform its obligations in accordance with the terms ofthis Agreement).

In the event of expiration or termination of this Agreement for any reason, unless otherwise
directed by MARELLI, the following shall apply:
(1)

(2)

If any Purchase Order is pending at the time of the termination or expirationof this Agreement, MARELLI shall have the right, at its sole discretion, tocancel any such Purchase Order or have it completed by Supplier. If
MARELLI elects to cancel such Purchase Order, Supplier shall immediately
terminate all work, including all subcontracts relating thereto, under thisAgreement. If MARELLI elects to have such Purchase Order completed, thisAgreement shall continue to apply to such Purchase Order.
Supplier shall take all action necessary to protect property in Supplier’s
possession in which MARELLI has an interest. In this case, MARELLI shall
reimburse Supplier for reasonable costs (determined at MARELLI’s sole
discretion) incurred in connection with such protective action.
Supplier shall immediately deliver, at Supplier’s expense, the MARELLI
Property, MARELLI Drawings, Acceptance Drawings and Vendor Tooling

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to MARELLI or its nominee in accordance with MARELLI’s instructions.
Supplier acknowledges and agrees that MARELLI’s remedy at law for any
breach of Supplier’s obligation under this Article and Article 17.4 would beinadequate, and MARELLI’s actual damages difficult of accurate proof.
Supplier therefore agrees and consents to the entry of temporary andpermanent injunctive relief against Supplier for immediate compliance withthis Article and Article 17.4 simply upon proof of Supplier’s breach of thisobligation in any proceeding which may be brought to enforce this obligation,
without the necessity of proof of actual damage.
(3)

If Supplier possesses completed Products, Products in the process ofmanufacture, or Tooling (excluding Vendor Tooling) used exclusively to
manufacture the Products, MARELLI shall have the option to purchase thesame at reasonable prices as shall be agreed between the Parties.

(4)

Supplier shall immediately return all Confidential Information of MARELLI,
or destroy it and certify such destruction within seven (7) days of thetermination.

28.4

In addition, in the event of expiration or termination of this Agreement for any reason, theParties shall meet and discuss in good faith any matters not described above or further
details. The principal objective of such meeting will be to discuss how to minimize any
disruption to MARELLI's business.

28.5

In case Supplier has planned or envisages to suspend the supply of the Products or to
discontinue or close down, also temporarily, the manufacturing of one or more Products, it
shall immediately provide written notice of such decision to MARELLI (hereinafter“Product Termination Notification” or “PTN”), specifying the component and/or theversion to be discontinued and the expected date of such discontinuation.

28.6

It is being understood, in such suspension or discontinuation of the supply of the Products,that MARELLI shall have the right to require Supplier to continue to supply such Products,
at the terms and conditions provided for by the Agreement or by the Purchase Orders forthe following period, unless otherwise agreed between Supplier and MARELLI:
i)
ii)

28.7

for off-the-shelf Products: twelve (12) months from the date the discontinuation has
become effective;
for customized Products: eighteen (18) months from the date the discontinuation
has become effective.

All industrial alternative solutions, including management of deliveries according to
MARELLI’s manufacturing requirements, aiming to minimize impact on MARELLI’sstock level and to avoid obsolescence risks of MARELLI’s inventory, shall be carried out

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by Supplier according to “Last Time Buy” instructions provided by MARELLI.
28.8

Notwithstanding the above, MARELLI reserves the right to request postponing the date of
the Supplier’s last manufacturing date or to refuse the discontinuation if technically andeconomically viable solutions are not defined between the Parties.

28.9

Supplier shall be available to keep Products in its stock and to deliver them according to
MARELLI demands.
Supplier recognizes that if this Agreement is terminated by MARELLI pursuant to
Section 28 hereof, in order to facilitate MARELLI’s procurement of the Products froman alternate supplier, in addition to those rights granted by Supplier to MARELLI in
Article 15, or elsewhere in this Agreement, or in any other agreement, Supplier shallimmediately upon receiving notice of such termination exercise its best efforts tocooperate with MARELLI in MARELLI’s efforts to procure the Products from one ormore alternative suppliers. Such best efforts shall include that upon such a termination
MARELLI and its Affiliates are provided the following additional rights for the durationof the affected program for the Products and the service life relating to the Products fromthe date of Termination
Supplier hereby grants MARELLI and its Affiliates a non-exclusive, world-wideirrevocable license to all Supplier's Intellectual Property Rights subsisting or embodied
in or used in connection with the Acceptance Design Data, as well as those Intellectual
Property Rights (including Patents of Supplier) subsisting or embodied in or used inconnection with the Parts or their manufacture, with a right to grant sub-licenses toothers, to make, have made, use, offer to sell, sell, repair, reconstruct or rebuild, and haverepaired, reconstructed or rebuilt: (a) the Parts or; (b) parts used by MARELLI or its
Affiliates as a substitute for the Parts, Service Parts, or products similar or identical to
the Parts (collectively, the "Substitute Parts").
In the event of a termination as described in this Article, in order to exercise the rights
described in this Article and promptly secure an alternative source of supply,
notwithstanding any other provision in this Agreement (including Article 22) except for
Article 28.5.1, MARELLI may copy, prepare derivative works and disclose to analternate supplier Acceptance Design Data and technical tnformation and any otherdrawings, information or data that MARELLI or the alternate supplier deems necessary
to procure or produce the Substitute Parts. Supplier agrees to provide all such AcceptanceDesign Data and Technical Information, drawings, information or data to MARELLI
promptly upon MARELLI's request (provided that this Article does not obligate Supplierto create Acceptance Design Data, Technical Information, drawings, information, anddata if such do not already exist). In the event of a disclosure under this paragraph,
MARELLI shall secure the agreement of such alternate supplier to maintain theconfidentiality of such drawings, information, or data to use such drawings, information
or date for the sole purpose of supplying Substitute Parts to the extent permitted in andin accordance with the terms of Article 28.5.1, and to return all such drawings,

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information, and data to MARELLI upon the completion of supplying such SubstituteParts.
In the event of a termination as described in this Article, Supplier agrees that with respect
to those Intellectual Property Rights described in Article 15, MARELLI and its Affiliates
shall be entitled, at minimum, to a perpetual, paid-up, royalty-free, non- exclusive,
world-wide irrevocable license, with a right to grant sublicenses to use for any purpose
without additional compensation to Supplier.
28.10 Supplier shall provide MARELLI with equivalent alternative source of supply. It is
understood and agreed that all the costs to implement and validate such new source, plantor Product shall be entirely sustained by the Supplier, including software redesign andvalidation.
28.11 When, in MARELLI's good faith opinion, reasonable grounds for insecurity arise withrespect to Supplier's ability to perform under this Agreement, MARELLI may demand from
Supplier adequate assurance of future performance. Supplier shall deliver to MARELLI withinten (10) days following MARELLI's demand, a bond equal to the value of the performanceremaining to be performed by Supplier, which will indemnify MARELLI for any loss directly
caused by the failure of Supplier to perform its obligations under any applicable Purchase Order.
If assurance of due performance as required herein is not timely provided by Supplier, MARELLI
may, at its option, treat any applicable Purchase Order as repudiated by Supplier.
Article 29.
Waiver and Remedies
No delay or omission by either Party in exercising any right or power it has under this Agreement
shall impair or be construed as a waiver of such right or power. No waiver of any breach of any
provision of this Agreement shall constitute a waiver of any other breach of such or any otherprovision. Remedies available to MARELLI or Supplier under this Agreement shall be cumulative
and additional to any other or further remedies implied or available at law, in equity or under thisAgreement.
Article 30.
NoticeAny notice, request or demand to be given by MARELLI or any of its Affiliates to Supplier or anyof its Affiliates or vice versa under this Agreement or any applicable Purchase Order shall be inwriting and delivered to the address specified in this Agreement or, with respect to notices undera Purchase Order, such other address as is specified in the relevant Purchase Order, as suchaddresses may have been modified by proper notice. If any notice is given (i) by a private delivery
service or recognized overnight courier, it shall be deemed to have been given and received when
delivered or attempted to be delivered to the address of the party to whom it is addressed, (ii) by
e-mail or facsimile transmission, it shall be deemed to have been given and received at the time
confirmation of such transmission is received by the sender, (iii) by certified or registered mail, it
shall be deemed to have been given and received three (3) days after a certified or registered lettercontaining such notice, properly addressed, with postage prepaid, is deposited in the mail, and (iv)by any other method, it shall be deemed to have been given and received upon actual receipt thereof

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regardless of how such delivery was accomplished.
Article 31.
Entire Agreement31.1 This Agreement sets forth the entire and only agreement and understanding between theParties relating to the sale and purchase of the Products and supersedes all negotiations,commitments and writings prior to the date of this Agreement.
31.2

This Agreement may not be modified, supplemented or amended except by a writtenagreement executed by both Parties.

31.3

In the event of any inconsistencies between the terms of this Agreement and the terms
contained in any other document, instrument, agreement, Purchase Order related to the
supply of the Products by Supplier to MARELLI, the terms of this Agreement shall prevail.

Article 32.
Assignment
The rights and obligations under this Agreement or this Agreement itself, either in whole or inpart, shall not be assigned or transferred by either Party without the prior written consent of theother Party. Any assignment or attempted assignment of this Agreement or any part thereof,
whether by voluntary act or operation of law, shall be null and void, unless it is approved in writingby the other Party in advance.
Article 33.
IndependenceThis Agreement shall not constitute either Party as the agent or legal representative of the otherParty for any purpose whatsoever. Neither Party is granted any express or implied right orauthority to assume or to create any obligation or responsibility on behalf of or in the name of theother Party or to bind the same in any manner whatsoever.
Article 34.
Severability
If any court of competent jurisdiction finds any provision of this Agreement to be unenforceable
or invalid in whole or in part, such finding shall not affect the validity of the other provisions of
this Agreement or the remainder of the provision in question.
Article 35.
Force Majeure35.1 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 event beyond reasonable
control of the Party whose performance is prevented or interfered with. The affected Party
shall promptly notify in writing 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 specifically agree that strikes and labor disputes at the Party whose performanceis prevented or interfered with shall not be included in the Force Majeure events.
35.2

In case a Purchase Order, Purchase Order, or supply agreement cannot be executed onschedule due to force majeure events, delivery terms shall be deemed to be postponed anda new delivery term shall be agreed upon between MARELLI and Supplier in relation to

MPA – 06/2022 – Rev. 0the specific situation (in this respect, it remains understood that the liability of Supplier isnever excluded in case of a strike).
35.3

The application of this Article 35 is conditional upon Supplier promptly notifying
MARELLI of the commencement of a force majeure event in accordance to noticerequirements in Article 30 of this Agreement and keep MARELLI informed about any
further developments

35.4

The application of this Article 35 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 and without any cost to MARELLI, including but not limited to Supplier arranging
and paying for: (1) any and all premium freight; (2) any and all broker costs; (3) any andall cost differential from securing alternative sources of materials, goods or services.
Supplier shall not be excused from performance hereunder where alternate sources ofmaterials, goods or services are available.

35.5

Force majeure may not be invoked if it arises after expiration of the agreed delivery term.

35.6

Subcontractors’ delays shall not be considered force majeure events, unless it is provedthat said delays are caused by force majeure.

35.7

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 shallhave the right to purchase Products from third parties.

35.7

Should the above measure as stipulated in Article 35.6 – in MARELLI’s sole discretion prove impossible to be put in place or unreasonably expensive, MARELLI shall have theright to terminate the Agreement with immediate effect. MARELLI’s liability is excluded
in case of circumstances out of MARELLI’s control preventing receipt of deliveries or
reducing the need of Products ordered.

35.8

Notwithstanding the foregoing, it is hereby agreed that, MARELLI shall, at its discretion,
have the right to, after ten (10) days of the occurrence of force majeure events, cancel thePurchase Order effective immediately, through a notice to Supplier.

Article 36.
Survival
Article 9 (Warranties), Article 11 (Recall and Reimbursements), Article 12 (Indemnification andInsurance), Article 13 (Right of Access to Supplier’s Claims Information), Article 14.2 (Handlingof Drawings), Article 15 (Intellectual Property Rights), Article 16 (Infringement), Article 17(MARELLI Property, Title and Risk), Article18 (Tooling), Article 19 (Service Parts), Article 20(Sales to Third Parties and Supplied Goods), Article 22 (Confidentiality), Article 24 (Advertising),
Article 28.4 (Post-Termination Rights), Article 32 (Assignment), Article 37 (Governing Law) and
Article 38 (Jurisdiction) shall survive the expiration or termination of this Agreement for any
reason whatsoever.

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Article 37.
Governing Law
This MPA shall be subject to and construed according to the substantive law where the MARELLI
legal entity issuing the Purchase Order or signing a Letter of Accession is incorporated.
Article 38.
Jurisdiction
Any dispute arising under this MPA shall be finally settled by the court designated in Schedule 3
Article 39 Attorney’s Fees
If either Party institutes a dispute resolution proceeding under Article 37 and 38, the prevailing
Party shall be entitled to recover its reasonable attorneys’ fees and costs from non-prevailing
Party.

Article 40

Taxes

All payment made by MARELLI in respect of the Products will be made without any deduction
or withholding for or on account of any tax imposed on the Supplier, unless such deduction orwithholding is required by applicable law, as modified by the practice of any relevant
governmental revenue authority , then in effect. If the Customer is so required to deduct orwithhold, then the customer will not be obligated to pay any additional amount in respect of suchwithholding or deduction.
Supplier shall be responsible for all federal, state, and local taxes levied or assessed with respect
to the manufacture, transportation, and sale of the Products. Supplier shall also be responsible forany state and local property taxes assessed on the Vendor Tooling. In order to fulfill its
responsibility with respect to state and local property taxes on Vendor Tooling, Supplier will
include such tooling on its own property rendition forms and pay property taxes on such toolingas if it were owned by Supplier. MARELLI will cooperate with Supplier in obtaining any
necessary approvals as may be required by state or local authorities for this procedure. Suppliershall comply with all applicable valuation and reporting rules for such tooling, including the useof valid non-standard valuations as may be appropriate to accurately reflect the true value of thetooling and legally minimize property tax liabilities. Supplier shall pay all taxes assessed on suchtooling directly to the appropriate authorities in a timely manner.
Article 41 Financial and Operational Information
41.1 Supplier agrees to provide to MARELLI, without demand, within one hundred twenty (120)days after the end of Supplier’s fiscal year, Supplier’s audited balance sheet as of the end of such
fiscal year (which balance sheet may be consolidated with any disclosed subsidiaries but notwith any parent entity unless the parent entity has guaranteed all of Supplier’s obligations to
MARELLI) and the related statements of income, owners’ equity, and cash flows, together with
an auditor’s report issued by an independent regional, national, or international audit firm and

MPA – 06/2022 – Rev. 0any other comment letters or other formal communications issued by the auditors with respect tosuch fiscal year.
41.2 Supplier agrees to provide to MARELLI, within twenty (20) days after MARELLI’s written
request at any time, Supplier’s internally-prepared balance sheet as of the end of the month mostrecently ended (which balance sheet may be consolidated with any disclosed subsidiaries but notwith any parent entity unless the parent entity has guaranteed all of Supplier’s obligations to MA)
and the related statements of income, owners’ equity, and cash flows, prepared internally andcertified as correct by Supplier’s chief financial officer.
41.3 Supplier warrants and agrees that all financial information delivered to MARELLI pursuant
to this Article or otherwise shall be true and correct and will be prepared in accordance withgenerally accepted accounting principles, consistently applied (except for year-end adjustments as
to unaudited financial statements).
41.4 If at any time Supplier’s financial condition materially declines from its condition in effect asof the execution of the Agreement or from its condition as most recently disclosed pursuant to thisSection, MARELLI may by its written election terminate this Agreement with the effect of atermination under Article 28.2
41.5 Supplier agrees to provide to MARELLI, within thirty (30) days after MARELLI’s written
request at any time, reasonable assurances that Supplier has the financial and operational
capabilities to perform its obligations to MARELLI fully and on a timely basis (time being of theessence). Such response shall address specifically any particular concerns identified in
MARELLI’s request. If Supplier fails to respond fully to such request, or if the response does
not in MA’s good faith opinion provide reasonable assurance of such performance, MARELLI
may by its written elections terminate this Agreement with the effect of a termination under Article
28.2. This provision shall be in addition to MARELLI’s right to demand reasonable assurances,to suspend performance, and other rights which may be otherwise available at law or equity.
Article 42.
Supplier Code of Conduct
42.1 The Supplier is aware of the provisions of the Supplier Code of Conduct adopted by
MARELLI and downloadable from the web-site https://www.marelli.com/responsiblebusiness/, where are set forth the basic principles and the business behaviors that thecompanies, directly or indirectly, controlled by MARELLI are committed to comply within their business activities. The Supplier acknowledges that the companies, directly or
indirectly, controlled by MARELLI expect their suppliers to carry on their business inaccordance with the above-referred principles and behaviors.
42.2

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 Supplier Code of Conduct and in the Sustainability Guidelines, aimed toensure the compliance with proper business behaviors.

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42.3

The Supplier is aware that the MARELLI shall not further carry on business relationships
with any supplier which does not comply with the provisions of the laws of the Country(ies)where its business activities are carried out and the Supplier Code of Conduct.

42.4

Any breach by the Supplier of the provisions of the Supplier Code of Conduct shallconstitute a breach of this Agreement according to Article 28 above.

In Witness Whereof, the Parties have executed this Agreement in duplicate in English by causing
these presents to be signed by their duly authorized representatives on the date first above written.
Parties agree that may use the electronic signatures to authenticate this Agreement, having thesame force and effect as actual signatures. Delivery of copies of this Agreement bearing electronic
signatures will have the same effect as physical delivery of a signed paper document. Each Party
expressly waives any right to raise any defense or waiver of liability based upon the execution ofthis Agreement by means of an electronically-produced signature.

For and on behalf ofMarelli Holdings Co. Ltd.

For and on behalf of Supplier
For itself and on behalf of its Affiliates (if any)______________________Name :
Title :_________________________Name :Title

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Schedule 1

CLAIM COMPENSATION PROCEDURE
This Claim Compensation Procedure (“CCP”) is an integral part of the Marelli Purchase
Agreement (“MPA”) as is referenced in Article 9.2. MARELLI and Supplier hereby agree to thefollowing terms and conditions regarding compensation related to plant claim and market claim
for the Products and any other parts equipped with the Products including parts of MARELLI
customers.
Article 1. Purpose
The Purpose of this CCP is to perform warranty services promptly and securely in compliancewith the requests by MARELLI and its customers based upon mutual reliability and recognition
by MARELLI and Supplier, and to maintain and enhance the quality of the Products, thereby
preventing the recurrence of claim issues.
Article 2. Definition of Warranty Claim
Claim compensation shall be reimbursement for damages to be borne by the Supplier inaccordance with Article 9.2 of the MPA. The issues regarding recall, service campaigns, andsimilar programs, to which the CCP does not apply, shall be handled in accordance with Article
11 of the MPA.
Article 3. Classification of Claim Compensation
Claim Compensation shall be classified into plant claim compensation and market claim
compensation, of which details are as follows:(1) Plant Claim Compensation
Compensation for any damages or expenses incurred by MARELLI or its customers relating to
Article 9.2 of the MPA before the Products are delivered to a third party from manufacturing plantsof MARELLI or its customers.
(2) Market Claim Compensation
Compensation for any damages or expenses incurred by MARELLI or its customers relating to
Article 9.2 of the MPA after the Products are delivered to a third party from manufacturing plantsof MARELLI or its customers.
Article 4. Plant Claim Compensation
In the event that, with respect to Plant Claim Compensation, any damages or expenses have been
incurred by MARELLI or that any damages or expenses have been incurred by MARELLI’scustomers and MARELLI compensated such damages or expenses, Supplier shall reimburse

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MARELLI for all of such damages or expenses.
Article 5. Market Claim Compensation
In the event that, with respect to Market Claim Compensation, any damages or expenses have been
incurred by MARELLI’s customers or a third party and MARELLI compensated such damages or
expenses, Supplier shall reimburse MARELLI for all of such damages or expenses.
Article 6. Invoice
In case MARELLI requires that Supplier make a payment of Claim Compensation, MARELLI
shall issue a written document for doing so
Article 7. Return of the Products that have caused Claim Compensation
MARELLI may, at SUPPLIER expenses, return the Products that caused Claim Compensation,
provided, however, that MARELLI shall not be required to return the Products which have notbeen returned from MARELLI’s customers or a relevant third party for any reason whatsoever.
Article 8. Objection
In case Supplier has an objection on the nature, extent or amount of Claim Compensation as
required by MARELLI in accordance with Article 6 of the CCP, Supplier shall, without delay,
inform MARELLI of its objection with relevant reasons. MARELLI and Supplier shall, in
consultation with each other, resolve the objection.
Article 9. Payment
Any payment by Supplier of Claim Compensation to MARELLI may be made by offsetting suchpayment by deducting equal amounts from, if any, payment by MARELLI of purchase prices of
the Products.
Article 10. Countermeasures
In the event that any flaw or defect in manufacture or design of the Products has been found,
MARELLI and Supplier shall promptly, in consultation with each other, consider and take allreasonable possible measures that are effective and adequate to prevent the occurrence of any
accident in future and to maintain the reputation of both MARELLI and Supplier.

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Schedule 2

FORM OF LETTER OF ACCESSION
For a MARELLI’s Affiliate[on Affiliate’s headed paper][Address of mega-supplier’s holding company]
Marelli Purchase Agreement
We refer to the Marelli Purchase Agreement ("the Agreement") which was entered into on […….]
between yourselves and [Name of MARELLI legal entity signing the Agreement]. Please note that
pursuant to Article 2.4 of the Agreement, we accede to the Agreement from [today's date].
Please acknowledge receipt of this letter by signing and returning to us the enclosed copy of thisletter confirming your acceptance on your behalf and on behalf of all your Affiliates of ouraccession to the Agreement.
In this letter, except as the context may otherwise require, all words and expressions defined in theAgreement shall have the same meanings when used herein.
Yours faithfully.
[Insert Name][to be inserted in a copy of the letter][We acknowledge receipt of this letter and agree on behalf of our company and its affiliates toyour accession to the Agreement.
Signed …………………………………………………..
Date ……………………………………………………. ]MPA – 06/2022 – Rev. 0

Schedule 3

GOVERNING LAW AND COURT
COUNTRY
OF GOVERNINGINCORPORATION LAW
OF THE MARELLIENTITY
Argentina
Argentina

COURT

Brazil

Sao Paulo/SP or:

BrazilBuenos Aires-

Resende /JR in case of Purchase Order Issued by Marelli do
Brasil Industria e Comercio Ltda-

Refice/PE in case of Purchase Order issued by Marelli
Industria e Comercio De Componentes Automotivos Brasil
Ltda

Czech RepublicCzech Republic

Belo Horizone/MG in case of Purchase order issued byMarelli Sistemas Automotivos Industria e Comercio Brasil
Ltda
Okresní soud v Jihlavě

FranceFranceParis

Germany

Germany

Tuebingen or:

India
Italy

India
Italy

Meiningen in case of Purchaser order issued by Marelli
Automotive Lighting Brotterode (Germany) GmbH
Stuttgart in case of Purchaser order issued by Marelli Stuttgart(Germany) GmbH
Koeln in case of Purchase Order issued by Marelli ElectricPowertrain Cologne (Germany) GmbH
Heilbronn, in case of Purchase order issued by Marelli
Aftermarket Germany GmbH
Delhi / Gurugram
Milan

Japan
MalaysiaJapan
MalaysiaTokyo District Court
Malaysia-

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MexicoMexicoMexico City or:- Ciudad Juàrez in case of Purchase order issued by Marelli
Automotive Lighting Juarez Mexico S.A. de C.V.
- Aguascalientes in case of Purchase Order issued by Marelli
Mexicana, S.A. de C.V.
MoroccoMoroccoTangerPeople's Republic of People's Republic of People's Court of Pudong New district in Shanghai
China
China
PolandPolandKatowice, Poland

PolandPolandBielsko-Biała, Poland

Romania

Romania

Cluj

RussiaRussiaArbitrazh court of Ryazan region

SerbiaSerbiaKragujevac

Slovakia

Slovakia

District court Košice okolieSouth Korea

South Korea

Changwon District Court

Spain

Spain

Barcelona

ThailandThailandThailandTurkeyTurkeyBursa

England and Wales

England and Wales

English Courts

U.S.A.

USA

Oakland County, Michigan

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