GENERAL TERMS AND CONDITIONS- NORTH AMERICAEQUIPMENT(2022 Edition)

1.DEFINITIONS
1.1. The following definitions apply throughout these General Terms (definitions hereinafter listed
in alphabetical order):1.2. Affiliate: means any company, or other legal entity, directly or indirectly Controlling,
Controlled by, or under common Control with another company or legal entity;
1.3. Business Days: any day other than a day which is a public holiday in the Country where
the principal or the Contractor respectively have their registered office;1.4. Compliant Equipment, or Compliant, when referred to an Equipment: the Equipment
delivered by the Contractor to the Principal if and to the extent the such Equipment (i) is freefrom any defect in design, material and workmanship, and (ii) fully compliant with the
Equipment Manufacturing Standard Requirements, the Equipment Specs and any applicable
Regulatory Requirements;
1.5. Contract: a specific contract duly executed by and between the Principal and the Contractor
for having an Equipment designed and manufactured by the Contractor and then sold to the
Principal, which sets forth contractual provisions which are specific to such Equipment andincorporates by reference these General Terms, together with any relevant TechnicalDocumentation;
1.6. Control: the terms “Controlling”, “Controlled” and “Control” mean (i) ownership, direct orindirect, of more than fifty (50) percent of the voting rights in a legal entity, or (ii) the power toappoint or elect a majority of the directors of in a legal entity, or (iii) the power to direct the
management of a legal entity. Any such legal entity shall be considered an Affiliate for only suchtime as such voting rights or powers are maintained;
1.7. Contractor: the company identified as signatory at the end of these General Terms
and/or to whom an Order from the Principal is addressed and/or the company signatory of a
Procurement Contract;
1.8. Contractor Technical Documentation: both (i) any and all the documentation that theContractor is required to keep at its own premises under any applicable Regulatory
Requirements to prove that theContractor designed, developed and manufactured theEquipment strictly in accordance with any Regulatory Requirements in force in the Country where
the Equipment is manufactured by the Contractor or in the Country where the Equipment shall be
installed and operated by the Principal, including any documentation requested in accordancewith foreign law, export controls regulations and customs regulations also with reference to thecountry of origin of the Products; and (ii) the technical documentations concerning the design of
the Equipment and the technical instructions for operating and maintaining the Equipment;
1.9. Defective Equipment: any Equipment which, after starting to be operated by the Principal,
does not comply with the warranty terms and conditions set forth in Article 13 below;
1.10. Equipment: any equipment to be designed, developed and manufactured by theContractor pursuant to and in accordance with the terms, conditions and specifications set forth ina Procurement Contract;
1.11. Equipment Manufacturing Standard Requirements: the manufacturing target
requirements, as they are specified in a Procurement Contract, that, after its installation, theEquipment shall assure during its standard operational life;
1.12. Equipment Price: the amount that the Principal pays to the Contractor as overall
consideration for any and all the Procurement Activities that the Contractor performs under agiven Procurement Contract;
1.13. Equipment Release Dossier: the report on the results of the testing operations
performed on the Equipment in accordance with Article 10 below;
1.14. Equipment Specs: the Equipment’s technical and technological specifications, as they are
identified in a Procurement Contract;
1.15. Final Acceptance: The written final acceptance issued by the Principal after completion2and issuance of a positive Equipment Release Dossier and after receipt of Contractor TechnicalDocumentation;
1.16. General Terms: these Procurement General Terms and Conditions (Equipment);
1.17. Labor and Environmental Regulatory Requirements: any applicable mandatory local
laws and regulations concerning (i) labor relationships that the Contractor shall be bound tocomply with and to apply to its employees during the execution of the Procurement Activities,
including the compliance with the rules defined in the International Standards SAI 8000 (Social
Accountability International)(collectively “Labor Regulatory Requirements”) and (ii) protection of
the environment from any sort of pollution caused by industrial activities (Environmental
Regulatory Requirements”);
1.18. Order: the Principal’s written instruction, as issued by the Principal and delivered to theContractor, either by mail or by electronic means, via internet, to design, develop, andmanufacture an Equipment, providing contractual provisions which are specific to the
procurement of such Equipment, incorporating these General Terms, together with any relevant
Principal Technical Documentation;
1.19. Order Variation: the Principal’s written instruction to introduce a modification or achange to the Equipment under development, as per Article 8 below;
1.20. Party(ies): each and both the Principal and the Contractor;
1.21. Procurement Contract: either (i) an Order and the Contractor acceptance of such
Order, either express or implied, without addition, deletions and/or conditions whatsoever or (ii)a Contract; both the Order or the Contract providing the specific terms and conditions that govern
the procurement of an Equipment;
1.22. Principal: means Marelli North America Inc. and/or its Affiliates, or Marelli Ride Dynamics
Mexico S. de R.L. de C.V.;
1.23. Principal Personal Data: means the information, in any form, that is provided toContractor by or on behalf of the Principal that alone, or in combination with other information:(a) is considered personal data or personal identifiable information under the applicable data
privacy laws; or (b) identifies or could be reasonably used to identify an individual data subject,including names, addresses, email addresses, telephone numbers, tax code , government
identification numbers or any other personally identifiable information;
1.24. Principal Technical Documentation: (i) any and all the drawings, 3D models (insoft and/or hard copy), technical and qualitative specs, technical and qualitative standards,
charts, planning, procedures and guidelines and similar documentation prepared by the Principal
in connection with the design, development, delivery and installation of an Equipment and/or to
be applied by any and all the Contractors to which the Principal awards a Procurement Contract,as made available to the Contractor, by delivering them, or making them available to theContractor, by giving access to Principal’s web-site where such Technical Documentation may be
down-loaded by the Contractor, and (ii) any further technical documentation relevant to theEquipment, as identified in a Procurement Contract;
1.25. Procurement Activities: any and all the activities that the Contractor performs inaccordance with a Procurement Contract and these General Terms in order to design,
manufacture and, if so required by the relevant Procurement Contract, install the Equipment at
the premises of the Principal;
1.26. Regulatory Requirements: any and all the provisions of any laws and regulations which
are in force, at the date of execution of the Procurement Contract, and/or that shall come into
force at the date in which the Contractor delivers and/or installs the Equipment, in the country
where the Equipment shall be installed and shall be then operated by the Principal and in the
country where the Equipment is actually manufactured by the Contractor, including but notlimited to Labor and Environmental Regulatory Requirements and safety and health laws andregulations;1.27. Subsidiaries: companies in which another company has, directly or indirectly, the majorityof votes exercisable at a shareholders’ meeting;32. APPLICATION OF THE GENERAL TERMS
2.1. These General Terms are intended to set forth the terms and conditions that, together withthe specific terms, conditions and specifications set forth in any Procurement Contract, shallgovern the procurement of any given Equipment to be designed, developed, manufactured by
the Contractor and then purchased by the Principal.
2.2. These General Terms, as supplemented by a Procurement Contract, are the only terms andconditions upon which the Principal is prepared to deal with the Contractor for purchasing an
Equipment to the entire exclusion of all other terms or conditions.
2.3. No terms or conditions endorsed upon, delivered with or contained in the Contractor'squotation, acknowledgement or acceptance of Order, specification or similar document shall form
part of any Procurement Contract and the Contractor waives any right which it otherwise might
have to rely on such terms and conditions.
2.4. These General Terms shall be effective from the date of their signature by the Contractor
and shall apply to any Procurement Contract already in force upon such date. It is understood
between the Parties that, unless otherwise agreed, for all the Procurement Activities that theContractor will put in place in favor of the Principal, these General Terms will be tacitly renewed
between the Parties and be valid for any new Contract.
2.5. The Principal conducts business with Contractors in different countries around the world(“Countries”). There may be Countries where the Principal has adopted Country-specific generalpurchasing terms and conditions (“Local GTCs”). The Local GTCs, where existing with reference toa specific Country, shall apply to any and all Principal’s Subsidiaries incorporated under the lawof the Country to which the Local GTCs make reference to, and to their respective local
Contractors. In such case the Local GTCs, where specifically countersigned by the local
Contractor, shall prevail over these General Terms in order to regulate relations between the
Principal and the Contractor in the referenced Country.
3. ENTRUSTING THE CONTRACTOR FOR THE PROCUREMENT OF THE EQUIPMENT
3.1. By executing a Procurement Contract, the Principal shall entrust the Contractor for the
execution of the Procurement Activities, and the Contractor shall accept such entrustment,
subject to any and all the terms and conditions stated in these General Terms.
3.2. Any Order issued by the Principal and delivered to the Contractor shall be deemed to be
accepted by the Contractor either (i) upon the Principal’s receipt of the Contractor’s written
acceptance, or (ii) if the Contractor fails to deliver a written notice of refusal no later than 5(five) Business Days from the date in which the Contractor receives the relevant Order.
4. THE CONTRACTOR STATUS OF INDEPENDENT CONTRACTOR
4.1. The Contractor hereby represents and warrants the following:
4.1.1. The Contractor shall sign any Procurement Contract only after (i) having assessed thetechnical and technological specifications to be met by the Equipment, its expected functionalities
and its manufacturing performance, and the Contractor’s ability to design and manufacture an
Equipment that meet them and (ii) having properly evaluated any and all the factors andsituations which could affect the proper and timely deployment of the Procurement Activities.
4.1.2. By executing a Procurement Contract, the Contractor shall acknowledge its acceptance of
the Equipment Manufacturing Standard Requirements and Equipment Specs and its ability todesign, develop, manufacture, deliver and install the Equipment in accordance with such
Equipment Manufacturing Standard Requirements and Equipment Specs and with any applicable
Regulatory Requirements.
4.1.3. At the time in which the Contractor accepts to execute a Procurement Contract, theContractor shall own and have available any and all the skilled personnel, the technical know-how
and all the resources, including the financial resources, which are needed to properly and timely
perform the Procurement Activities and deliver the Equipment.

44.1.4. During the term of a Procurement Contract, the Contractor (i) shall procure that its yearly
Financial Statement are audited and certified by an auditing firm operating in accordance with thelaws and regulations applicable in the Country where the Contractor is established, and (ii) shalldeliver to the Principal such audited Financial Statements and any related financial information,that the Principal’s may reasonably request for assessing the continuous Contractor’s capability totimely and properly perform any and all the Procurement Activities.
4.1.5. When performing the Procurement Activities, the Contractor shall always comply with any
and all the Regulatory Requirements concerning such Procurement Activities and the Equipment.
4.2 The Contractor hereby further represents and warrants that
4.2.1. The Contractor shall be exclusively liable for the way in which it shall manage theProcurement Activities and shall perform any of them at its own risk and as an independent
Contractor and with its own organization, personnel and technical means;
4.2.2. When planning the deployment of the Procurement Activities, the Contractor shall pay due
consideration to any events, situations and circumstances which may affect the orderly
performance of the Procurement Activities, including but not limited to the required time schedule
for completing the Procurement Activities and the date of delivery/installation/ start of operationsof the Equipment;
4.2.3. The Contractor shall cooperate with the Principal, and any of its employees, officers, andthird party representatives to implement any reasonable instructions, requests and directions
that the Principal may issue in connection with a Procurement Contract and the performance ofthe relevant Procurement Activities.
4.3. Failure to comply with the above representations and warranties, (i) shall not exempt theContractor from any Contractor’s liability stated in these General Terms and/or in the
procurement Contract, and (ii) shall made the Contractor liable to indemnify and hold harmless
the Principal from any cost,damages and expenses whatsoever suffered by the Principal as aconsequence of such failure.
5. THE CONTRACTOR’S OBLIGATION TO COMPLY WITH LABOR AND ENVIRONMENTALREGULATORY REQUIREMENTS
5.1. When performing the Procurement Activities, the Contractor (i) shall always comply with any
applicable Regulatory Requirements, and (ii) in dealing with its employees shall always comply
with any and all the applicable Labor Regulatory Requirements, including but not limited to thoseconcerning prohibition of employing under-age workers, minimum wages and salaries, socialand pension contributions, safety regulations, and moreover (iii) in managing its own industrial
operations shall always comply with any and all the applicable Environmental Regulatory
Requirements.
5.2. If and when so requested by the Principal, the Contractor shall provide and make available to
the Principal any and all the documentation providing evidence that the Contractor complies with
Labor and Environmental Regulatory Requirements, provided that, failing the Contractor to deliver
such documentation within a term reasonably stated by the Principal, the Principal shall have theright to enforce any rights and provisions in Article 29 below.
6. THE CONTRACTOR’S OBLIGATION TO DELIVER COMPLIANT EQUIPMENT
6.1. The overall commitment of the Contractor, and the final result of the Contractor’s
Procurement Activities, is to deliver Compliant Equipment within the time schedule set forth in therelevant Procurement Contract and in compliance with the operative rules of approval andacceptance, if any, that the Principal may provide to the Contractor . When Compliant an
Equipment shall be of the best available design, of the best quality, material and workmanship,
without fault and defect.
6.2. For the purpose of the above, the Contractor shall design, develop and manufacture theEquipment, and shall perform any and all the relevant Procurement Activities:56.2.1. in accordance with any and all the provisions of the Procurement Contract and incompliance with the Principal Technical Documentation, provided always that the Contractor shallhave the duty to perform any and all the further activities and/or to comply with any additional
technical requirements that, while not expressly stated in the Procurement Contract and/or in the
Principal Technical Documentation, (i) are currently applied by the manufacturers of equipment
similar to the Equipment as the most updated “state of the art”, and/or (ii) are part of thetechnical and technological know-how owned or available to the Contractor, and/or (iii) represent
technical or technological innovations which, if introduced in the design of the Equipment,
may contribute to achieve and to improve the Equipment Manufacturing Standard Requirements;
6.2.2. in compliance with and pursuant to any and all the applicable Regulatory Requirements andin accordance with the Equipment Specs; and6.2.3. in a way to assure that the Equipment when installed and operated by the Principal
performs in accordance with the Equipment Manufacturing Standard Requirements.
7. THE CONTRACTOR’S OBLIGATION TO DELIVER / INSTALL THE EQUIPMENT
ACCORDING TO THE REQUIRED TIME SCHEDULE
7.1. The Contractor shall deliver, and install, when so provided in the relevant Procurement
Contract, the Equipment within the date for delivery, and, when required, for completing the
installation, as specified in the Procurement Contract.
7.2. The Contractor acknowledges and recognizes that time for delivery and installation shall beof essence and that as a consequence of any delay the Principal shall suffer loss and damage.
Consequently if the Equipment is not delivered, or installed, as the case may be, on the due datethen, without prejudice to any other rights provided for herein or by any applicable law, thePrincipal shall have the right to recover from the Contractor, by way of liquidated damages (i) an
amount equal to 0,5% (zero point five percent) of the Equipment Price for each of the two initial
weeks, of part of it, and thereafter, if such delay continues uncured, (ii) an amount equal to 2%(two percent) of the Equipment Price for each following week of delay, up to a maximum amountof liquidated damages equal to 10% (ten percent) of the Equipment Price. The above is
without prejudice to any and all rights and /or remedies in favor of the Principal provided bythese General Terms and/or by any applicable Regulatory Requirements.
7.3. Upon accrual of liquidated damages equal to the 5% (five percent) of the Equipment Price,
the Principal shall have the right to terminate the Procurement Contract in accordance with Article
29 in addition to any further contractual or legal remedy for the recovery of any damage, loss,
cost or expense suffered or incurred by the Principal as a consequence of the Contractor’s nonperformance under any Procurement Contract and/or under any applicable Regulatory
Requirements.
8. EQUIPMENT’S MODIFICATIONS AND CHANGES
8.1. During the design, development and manufacture of the Equipment the Principal shallhave the right to require the Contractor to introduce modifications and changes (i) needed toassure the delivery and/or installation of a Compliant Equipment and/or (ii) advisable to improve
the operational performance of the Equipment, and the Contractor, subject to the provisions ofArticle 9 below, shall be bound to procure that such modifications and changes are
introduced into the Equipment.
8.2. The Contractor shall introduce the above mentioned changes and/or modifications only after
having received from the Principal an Order Variation issued by the Principal.
8.3. Modifications and changes introduced by an Order Variation shall not give cause to any
variation to the Equipment Price other than when the additional cost for introducing suchmodifications and changes is stated in the relevant Order Variation.
8.4. Modifications and changes which cause a decrease, qualitative and/or quantitative, in the
Procurement Activities and in the costs to be borne by the Contractor in performing them, shallgive to the Principal the right to claim a proportionate decrease of the Equipment Price.

68.5. In no event modifications and changes which are required to comply with any Regulatory
Requirements shall give to the Contractor the right to claim an increase in the Equipment Price.
9. DELIVERY AND /OR INSTALLATION
9.1. The Contractor shall deliver, or install, as the case may be, the Equipment in accordance withthe delivery terms and specifications and the timing set forth in the Procurement Contract, andshall promptly provide any required documentation in order to comply with the applicable
Regulatory Requirements, including customs regulations and in any case according to Incoterms
2020 or other version of the Incoterms as agreed with the Principal, if any.
9.2. Unless prior written consent of the Principal is obtained, (i) Equipment’s advanced delivery
and/or installation, and/or (ii) installation of incomplete Equipment, is not permitted.
9.3. The Contractor shall ensure that, when it is delivered, the Equipment, or any part thereof, isaccompanied by a delivery note which shows, among other things, the Contract number, or theOrder number, as the case may be, the date of such Contract or Order, number of packages andcontents and any other information as stated in the Procurement Contract.
9.4. If under the relevant Procurement Contract the Contractor is required to install theEquipment, then the Contractor shall install the Equipment at the Principal’s premises statedin the Procurement Contract.
9.5. Prior to such installation the Contractor, in accordance with the Principal, (i) shall visit the
Principal’s premises in order to assess the procedures for installing the Equipment without causing
any disruption to the normal activities performed at such Principal’s premises and assuring thatsuch installation is safely performed, and (ii) shall prepare, together with the Principal, any and all
the safety plan, survey and documentation that, under any applicable Regulatory Requirements,
the Contractor, alone or jointly with the Principal, is required to prepare.
9.6. During the installation of the Equipment at the Principal’s premises of destination, theContractor (i) shall carry out the Equipment’s installation strictly in accordance with the plannedsafety plan and installation procedure, (ii) shall adopt, and have all its employees, and theemployees of any authorized sub-contractors, operating the installation at the Principal’s premises,
adopting any and all the safety measures required by the applicable Regulatory Requirements andthat are appropriate to assure that the installation is carried out in safe conditions, and (iii) shallcause all its employees, and the employees of any authorized sub-contractors, operating the
installation at the Principal’s premises to comply with the regulations and procedures in force atthe Principal’s premises where the Contractor installs the Equipment.

10. TESTING
10.1.Upon delivery and/or installation of the Equipment, the Principal shall proceed, directly or
through a third party, to test the Equipment in order to assess the Equipment compliance with the
Equipment Specs, the Equipment Manufacturing Standard Requirements and any applicable
Regulatory Requirements.
10.2. The Contractor shall always attend the testing operations, which shall be carried out either
at the Contractor’s premises or at the Principal’ s premises, as stated in the Procurement
Contract or as otherwise agreed upon between the Parties at that time.
10.3. Each Party shall bear its own expenses in connection with the testing operations
10.4. Upon completion of the testing operations, the Principal, or its third party nominee, shallprepare, sign and deliver to the Contractor the Equipment Testing Report, either (i) confirmingthat the Equipment is Compliant, or (ii) stating any defectiveness or lack of compliance with
the Equipment’s Specs and/or Equipment Manufacturing Standard Requirements and/or theapplicable Regulatory Requirements, and whenever possible, the reasons of such defectiveness orlack of compliance and the proposed remedial actions.

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10.5. Within 10 (ten) Business Days from the receipt of the Equipment Testing Report, whichterm is of essence, the Contractor may submit in writing to the Principal any comments and/or
remarks to the Equipment Testing Report that the Contractor may deem appropriate. Failing toprovide such comments and/or remarks within such term the Contractor shall be deemed to haveaccepted the Equipment Testing Report.
10.6. If as a result of the testing operations the Equipment is found defective or non-compliant,
the Principal shall have the right to elect, in its own discretion, to proceed with one of thefollowing options:10.6.1. to require the Contractor to adopt, at its own expenses, appropriate actions for remedying
to such defectiveness / lack of compliance within a given term, reasonably indicated by the
Principal having regard to the kind of defectiveness/non-compliance, and thereafter to proceed toa further testing of the Equipment, or
10.6.2. to accept the Equipment, subject to the prior Contractor’s agreement on a reduction of
the Equipment Price for compensating the costs and expenses that the Principal shall bear to
directly remedy to the defectiveness/lack of compliance of the Equipment, or
10.6.3. to reject the defective / non-compliant Equipment and, if already delivered, to return such
Equipment to the Contractor at the risk and cost of the Contractor and subject to the repaymentof the relevant price already paid to the Contractor, or
10.6.4. to rescind or terminate the Procurement Contract in accordance to Article 29 below.
10.7. The election of any of the options mentioned above shall not affect the Principal’s right toclaim such damages as may have been sustained in consequence of the Contractor’s failure todeliver Compliant Equipment.
10.8. The testing operations and the Principal’s acceptance of the Equipment shall not affect theContractor’s warranty obligations set forth in Article 13.
11. CONTRACTOR TECHNICAL DOCUMENTATION
11.1. The Contractor shall keep any and all the documentation prepared in connection with and/or
relevant to the Equipment that the Contractor is required to keep at its own premises under any
applicable Regulatory Requirements to prove that theContractor designed, developed andmanufactured the Equipment strictly in accordance with any Regulatory Requirements in force in
the Country where the Equipment is manufactured by the Contractor or in the Country where theEquipment shall be installed and operated by the Principal;
11.2. If so requested, the Contractor shall promptly deliver to the Principal copies of the above
mentioned documentation and shall thereafter amend, supplement and integrate any such
documentation in accordance with any reasonable request by the Principal aimed to assurethat such documentation is in accordance with the applicable Regulatory Requirements.
11.3. Except as otherwise provided for in the applicable Regulatory Requirements, theContractor shall keep safe at its own premises the documentation referred in Article 11.1. above
for a period of 15 (fifteen) years.
11.4. Upon delivery and/or installation of the Equipment, if and to the extent the Procurement
Contract so require, the Contractor shall deliver to the Principal the following Contractor
Technical Documentation:
11.4.1. The final project drawings of the Equipment and of the main components and subassemblies installed into the Equipment, together with the any relevant information, design,
specs, schemes and instruction to interface the Equipment with any other equipment alreadyoperating in the Principal’s manufacturing process, and11.4.2. Technical manuals for operating and properly maintaining the Equipment

812. ACCEPTANCE AND TRANSFER OF TITLE
12.1. Title of property to the Equipment shall pass from the Contractor to the Principal (i) upon
the Principal’s issuance of the Final Acceptance, which the Principal shall issue without undue
delay, or (ii) after twenty-five (25) Business Days after the signature of the Equipment Testing
Report stating that the Equipment is Compliant and the delivery of the Contractor TechnicalDocumentation set forth in Article11.4. above, whichever circumstances under (i) or (ii) occur
first.
13. WARRANTY
13.1. Subject to any supplemental warranty provided in the relevant Procurement Contract andwithout limitation to
the Contractor’s obligations under Article 14 below, the Contractor warrants that any
Equipment delivered and/or installed at the Principal’s premises pursuant to a Procurement
Contract shall be Compliant and capable to be normally operated in accordance to theEquipment Manufacturing Standard Requirements and in compliance with any and the terms
and conditions provided for by these General Terms and/or by the relevant Procurement
Contract.
13.2. After assessing that Equipment is Defective and having informed the Contractor of thereasons of such defectiveness, the Principal shall have the option either (i) to have such defectremedied by the Contractor at its own expense, or (ii) to directly remedy such defects, bydebiting to the Contractor any and all relevant costs.
13.3. The warranty set forth in Article 13.1. above shall remain in force for a period of twentyfour (24) months from the starting date of the Principal’s mass production.
13.4. The Contractor hereby waives any right to have any defectiveness notified within any legal
term which may be provided under any laws and regulations which is applicable to the relevant
Procurement Contract, insofar such term is not mandatory under such applicable laws andregulations.
14. INTERVENTIONS IN WARRANTY
14.1.For the entire duration of the period of warranty as stated in Clause 13, the Contractor
agrees to provide to the
Principal maintenance service on the Equipment delivered and/or installed, that are the subject of
the Procurement Activities:
14.2. In case of failure or malfunction of the Equipment that affects proper functioning withconsequent impacts on the production process of the Principal (ie: line stoppage), and potential
impacts on the production process of the Principal’s customers, the Contractor guarantees any
urgent intervention for the entire duration of the warranty. In particular, the Contractor
guarantees immediate action – also made through a trusted third party at the premises of the
Principal in case of a communication of the Principal itself about the need of urgent action.
14.3.It is understood between the Parties that for the entire duration of the warranty term, thecosts relating to the interventions as per Clause 14.1, as well as all the spare parts required
for any maintenance operations, will be entirely borne by the Contractor, unless otherwise
agreed in writing.
14.4.For this purpose, the Contractor guarantees the immediate availability of the necessary spareparts for the entire duration of the warranty period.
15. MAINTENANCE
15.1. At the end of the warranty period as per Clause 13, the Contractor agrees to provide thePrincipal with a maintenance service on the Equipment delivered and/or installed, that are
subject of the Procurement Activities: Ordinary maintenance: the Contractor, also through third
party/ies of his choice, ensures interventions of ordinary maintenance at least every 6 (six)9months. The interventions of ordinary maintenance will consist in verifying the correct operationof the Equipment, replacement of parts if not more adequate with regard to/compliant with
the Regulatory Requirements in force, replacement of worn, missing or broken parts.
Extraordinary maintenance: in case of failure or malfunction of Equipment, compromising theproper functioning/operation of the Equipment with the resulting impact on the production
process of the Principal (ie: line stoppage), and potential impacts on the production process of
the Principal’s final customers, the Contractor ensures interventions of extraordinary
maintenance. In particular, the Contractor guarantees an intervention - carried out also through atrusted third party/ies - at the premises of the Principal within the 6 (six) hours following thenotification of the Principal about the need of an urgent intervention.
15.2. The cost of both the ordinary and extraordinary maintenance operations and of the spareparts will be mutually agreed between the Parties.
15.3. For that purpose, the Contractor guarantees the availability of spare parts most subject towear, which will be identified by mutual agreement with the Principal. If required by the Principal,
the Contractor agrees to supply these spare parts on consignment stock at the plant/premises
where the Equipment has been installed. It is understood between the Parties that it will be theContractor's responsibility to always keep an adequate level of stock.

16. INDEMNITY
16.1. For the whole period of the warranty mentioned under Article 13.3. above and thereafter,
the Contractor shall keep the Principal its affiliates, successors, contractors, shareholders assigns
and their customers, indemnified in full against all direct and indirect liabilities , loss, damages,
injury, costs and expenses awarded against or incurred or paid by the Principal as a result of orin connection with Defective Equipment.
16.2 In addition to what is specified elsewhere in this General Terms, Contractor shall indemnify,
defend, release and hold harmless Principal, its affiliates, successors, contractors, shareholders
assigns and their customers, in full against all loss, liability, damages, costs and all expenses,
including attorney fees and expert fees, arising directly or indirectly out of Contractor’s
performance of work in this General Terms and other relevant Procurement Contracts, including
but not limited to claims, actions or lawsuits alleging:(1)a. personal injury, property damage or economic damage;(2)

b. any violation by Contractor of any law, rule or regulation applicable to Contractor orContractor’s business, facilities or operations;(3)c. any act or omission of Contractor or its employees, agents or sub-contractors in the course of
performance of this General Terms, Procurement Contractors or delivering the Equipment,
including any injury, loss or damage to persons caused or contributed to by any of theirnegligence; ord. any other claims resulting from the acts or omissions of Contractor or its employees, agents or
sub-contractors.

17. INSURANCE
17.1. Until the expiry of the warranty period referred to in Article 13 above and except asotherwise provided for in the Procurement Contract, the Contractor shall maintain at its own costand expense, comprehensive product liability insurance and general liability insurance covering
any costs, damages and expenses whatsoever relating to or arising from any and all the
Procurement Activities.
17.2. Seller shall submit to the Principal , on yearly basis, the insurance certificates and theinsurance premium payment receipts issued by the insurance company. The existence of suchinsurance policies will not release Seller from any of its obligations or liabilities under this General
Terms and/or the Contract and/or the applicable law.

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18. EQUIPMENT PRICE
18.1. The Equipment Price shall be stated in the relevant Procurement Contract and shall be
the full consideration (i) for any and all the Procurement Activities to be rendered by theContractor, directly or through Authorized Subcontractors, under the relevant Procurement
Contract, and (ii) for the transfer to the Principal of the title on the Equipment’s project and, moregenerally, for the right of using any intellectual property rights relevant to, or incorporated into
the Equipment, as per Article 20 below.
18.2. The Equipment Price shall be exclusive of value added tax but inclusive of all othercharges, including but not limited to any and all the costs and expenses born by the Contractor
for insurance, transport, delivery, testing and/or installation.
18.3. The Equipment Price is fixed and firm and shall not varied for any reasons whatsoever,other than for a decrease or an increase, as the case may be, due to a Equipment’s modifications
and changes as per Article 8 above.
18.4. The parties agree and acknowledge that provisions related to the financial and economic
aspects of the Purchase Order and Supply Agreements may be revised by the Principal as aconsequence of currency exchange rate variations or other factors that could have unintended
economic impacts related to the profitability of the project or otherwise.
19. TERMS OF PAYMENT AND INVOICING
19.1. The Principal (i) shall pay the Equipment Price to the Contractor upon receipt of the relevant
invoice in accordance with the time schedule and the terms of payment set forth in the relevant
Procurement Contract, (ii) shall be entitled to set off any amount due at any time to theContractor against any amount due, for whichever reasons, by the Contractor to the Principal, and(iii) shall have the right, if the Contractor is materially in default to any of its obligations, tosuspend the payments of any outstanding part of the Equipment Price, subject to written notice toContractor.
19.2. When invoicing the Equipment price, or any part thereof, the Contractor shall insert in therelevant invoice(s) which shows, among other things, the Contract number, or the Ordernumber, as the case may be, the date of such Contract or Order, and any other relevant
information as stated in the Procurement Contract.
19.3. Any payment made by the Principal shall never constitute acceptance or recognition that (i)the Equipment is a Compliant Equipment, and/or (ii) the Contractor properly performed any of the
Procurement Activities.
20. NO ASSIGNMENT OF CREDITS
20.1 Unless previously authorized in writing by the Principal, the Contractor shall not sell, transfer
or assign to any third party any credit the Contractor may have to the Principal for the paymentof any Equipment to be supplied to the Principal under any Procurement Contract.
21. SPARE PARTS
21.1. The Contractor shall grant to the Principal the supply of quality parts and components for
the Equipment as spare parts for servicing purposes for a period of not less than 15 (fifteen)years from the date of delivery of the Equipment, or in any case for a period at least sufficient tosatisfy the original equipment manufactures’ (OEMs) production requirements.
22. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY
22.1. The Contractor hereby acknowledges and agrees that the Principal is and shall remain the
exclusive owner of (i) any and all the intellectual property rights on the project of the Equipment,and (ii) any and all the relevant Contractor’s Technical Documentation and/or Principal TechnicalDocumentation;

1122.2. Materials, tools, gauges, dies, moulds which may be delivered by the Principal to theContractor for using them in the manufacturing of a specific Equipment shall at all times be andremain the exclusive property of the Principal but shall be held by the Contractor in safe custodyat its own risk and maintained and kept in good condition by the Contractor until returned to the
Principal and shall not be disposed of other than in accordance with the Principal's written
instructions, nor shall such items be used otherwise than as authorized by the Principal in writing.
22.3. The Contractor shall maintain confidential and shall not reveal, disclose or transfer to any
third party any and all the Contractor Technical Documentation and/or the Principal TechnicalDocumentation. The Principal may disclose to its agents, consultants and engineering services’providers, who reasonably need to know the confidential information as required for the
performance of the Contract.
22.4. If, and to the extent, the Contractor incorporates into the Equipment and/or uses in its own
manufacturing process any intellectual property rights of whichever nature, other thanContractor’s intellectual property rights, then the Contractor:
22.4.1. represents and warrants its title and right to incorporate and use third party intellectual
property rights;
22.4.2. agree to indemnify and hold harmless the Principal from any third party’s claim alleging
the infringement of its intellectual property rights in connection with the manufacture of any
Equipment delivered in accordance with these General Terms.
22.5. By incorporating into an Equipment any of its own intellectual property rights, theContractor grant to the Principal an irrevocable free of charge license to use such intellectual
property rights when operating, maintaining, and, as the case may be, re-selling the Equipment
to any third party.
23. INSPECTION
23.1. During the term of the Procurement Contract the Principal shall have the right, by informingin advance the Contractor, to access, directly or through its authorized representatives, theContractor’s premises, at its own expenses and during normal business hours, to verify and assessthat the Contractor properly complies with any and all its obligations, as stated in this General
Terms and in the relevant Procurement Contract.
24. SUB-CONTRACTING
24.1. Except as otherwise authorized, in writing and in advance by the Principal, the Contractor
shall not assign and/or subcontract the Procurement Contract, or any part thereof, and/or any
rights or obligations.
24.2. If and when duly authorized in advance by the Principal to sub-contract any part of the
Procurement Activities, the Contractor (i) shall only select, under its own responsibility, reliable
and financially sound sub- contractors, with the experience and technical skills required toperform the portion of Procurement Activities assigned to them, (ii) shall assure that such subcontractors agree to comply with any and all the obligations set forth in these General Terms andin the relevant Procurement Contract.
25. FORCE MAJEURE
25.1 Neither Party shall be responsible to the other by reason of failure to perform obligations
hereunder to the extent that the failure to perform is caused by an act of God, natural disaster,flood, fire, epidemic, pandemic, storm, earthquake, shipwreck, acts of public enemy, or acts oromissions of any sovereign government, branch or agency thereof and other similar events
beyond reasonable control of the Party whose performance is prevented or interfered with. The
affected Party shall promptly notify the other Party and shall not be responsible for its failure to
perform any obligation required under this Agreement as a result of any of the forgoing. The
Parties specifically agree that strikes and labor disputes at the Party whose performance isprevented or interfered with shall not be included in the Force Majeure events.
25.2 In case a firm order, Purchase Order, or Procurement Contract cannot be executed on

12schedule due to Force Majeure events, delivery terms shall be deemed to be postponed and a newdelivery term shall be agreed upon between Principal and Contractor in relation to the specificsituation (in this respect, it remains understood that the liability of Contractor is never excluded incase of a strike).
25.3The application of this Article 25 is conditional upon Contractor promptly notifying Principal of
the commencement of a Force Majeure event in accordance with the notice requirements outlinedin the Service agreements and/or related Purchase Orders.
25.4 The application of this Article 25 is further conditional upon Contractor taking all necessary
steps to avoid, end, or mitigate the effects of the force majeure event at Contractor’s own
expense and without any cost to Principal, including but not limited to Contractor arraigning andpaying for: (1) any and all premium freight; (2) any and all broker costs; and (3) any and all costdifferential from securing alternative sources of materials, goods or services. Contractor shall not
be excused from performance hereunder where alternate sources of materials, goods or services
are available.
25.5 Force majeure may not be invoked if it arises after expiration of the agreed delivery term.
25.6 Subcontractors delays shall not be considered force majeure events, unless it is proved thatsaid delays are caused by force majeure.
25.7 If force majeure causes such a delay in delivery of Products not complying as to prevent
compliance with Principal’s production needs (production interruption), Principal shall have theright to engage Service from third parties. In the event that substitute Service must be acquired
from an alternate supplier by Principal, any and all cost differential from securing alternative
sources of materials, goods or services shall be the sole obligation of Contractor.
25.8 Should the above measure as stipulated in Article 25.7 – in Principal’s sole discretion - prove
impossible to be put in place or unreasonably expensive, Principal shall have the right to terminate
the Agreement with immediate effect. Principal’s liability is excluded in case of circumstances outof Principal’s control preventing receipt of deliveries or reducing the need of Services.
25.9 Notwithstanding the foregoing, it is hereby agreed that, Principal shall, at its discretion, havethe right to, after ten (10) days of the occurrence of force majeure events, cancel the firm ordereffective immediately, through a Notice to Contractor.
26. CODE OF CONDUCT AND SUSTAINABILITY GUIDELINES
26.1 The Contractor is aware of the provisions of the Code of Conduct (hereinafter “Code of
Conduct”)
adoptedbythePrincipal
anddownloadablefromtheweb-sitehttps://www.marelli.com/public/uploads/2020/02/MARELLI_Code_of_Conduct_ENG.pdf which sets
forth the basic principles and the business behaviors that the companies, directly or indirectly,
controlled by Principal are committed to comply with in their business activities.
26. 2 The Contractor acknowledges that the companies, directly or indirectly, controlled by
Principal expect their suppliers to carry on their business in accordance with the above-referredprinciples and behaviors.
26.3 The Contractor shall perform its business activities in accordance with ethical standards andprocedures similar to those provided for in the laws of the Country(ies) where it operates(included but not limited to bribery, money-laundering and any case of Corporate Liability), in the
Code of Conduct, aimed to ensure the compliance with proper ethical levels in the performance of
its own business activities.
26.3 The Contractor is aware that the Principal shall not further carry on business relationships
with any supplier which does not comply with the provisions of the laws of the Country(ies) whereits business activities are carried out and/or the Code of Conduct.
26.4 Any breach by the Contractor of the provisions of the organization, management and control
model and/or the Code of Conduct shall constitute a breach of these General Terms according to
Article 29 below.
27. TERMINATION AT-WILL
27.1.The Principal shall have the right at any time and for any reason to terminate any
Procurement Contract by giving a prior written termination at-will notice to the Contractor, such13

notice to be effective from the date in which the Contractor receives such termination notice.
27.2. In such event the Principal shall pay to the Contractor (i) an amount proportional to the
portion of Procurement Activities that the Contractor reasonably proves were already performed
before the receipt of such notice and for any work-in-progress at the time of termination, and (ii)a further amount equal to the two point five percent (2.5.%) of the unfilled portion of the
Procurement Contract.
27.3. The payment of the above mentioned amounts shall be in full settlement of any claim that
the Contractor may have for the occurred termination of the Procurement Contract and theContractor hereby irrevocably waives any right the Contractor may have under applicable law
to claim further compensation whatsoever against the Principal.
27.4. Upon payment of the amounts referred to in the following Article , the Principal shall acquire
the ownership of any portion of the Equipment‘s project and of the Equipment itself, and theContractor shall deliver to the Principal, at the Principal’s expense, any part of the Equipment
already manufactured/under manufacturing together with any and all the relevant documentation
as existing at the date of receipt of the termination-at-will notice.
28. TERMINATION BY MATERIAL DEFAULT
28.1. The Principal shall have the right to terminate any Procurement Contract if the Contractor
commits a material default of any of its undertakings under such Procurement Contract, provided
that prior to termination hereof the Principal shall notify the Contractor of the default in writing,stating a reasonable time, in any event not exceeding 30 (thirty) calendar days from the date thenotice is received, within which the Contractor shall have to remedy said default.
28.2. For this purpose, representatives of the Parties shall meet as soon as possible to agree on
how remedy said default provided always that any failure to agree shall not remove or reduce inany way the obligation of the Contractor to remedy the default.
28.3. Should the occurred default remain unremedied after the expiry of the reasonable period
stated in the above mentioned notice, the Principal may terminate the Procurement Contract bygiving written notice of termination to the Contractor, the date of such written notice being thetermination date.
28.4. Any termination of a Procurement Contract under this Article shall be without prejudice toany rights which the Principal may have against the Contractor in respect of any breach occurredprior to the termination date. The conditions which expressly or impliedly have effect aftertermination shall continue to be enforceable notwithstanding termination.
29. TERMINATION BY SPECIFIC DEFAULTS
29.1. The Principal shall have the right at any time by giving notice in writing to theContractor to terminate any Procurement Contract forthwith if:
29.2. the Contractor commits a material breach to any of the terms and conditions set forth in
Articles 4.1.5., 5.1., 5.2., 6.2.1., 7, 8.2., 9.5., 9.6., 9.7., 10.6., 17, 20, 24, 25.3., 26 and 31of these General Terms; or
29.3. the Contractor enters into a bankruptcy procedure, or a receiver is appointed to control theassets of the Contractor, or a winding up order is made against the Contractor, or the Contractor
make any arrangement or composition with its creditors; or
29.4. the financial position of the Contractor deteriorates to such an extent that in the opinion of
the Principal the capability of the Contractor adequately to fulfil its obligations under the Contract
has been placed in jeopardy.
30. CONSEQUENCE OF TERMINATION
30.1. Any termination of a Procurement Contract under Article 28 or 29 above shall be without

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prejudice to any rights which the Principal may have against the Contractor in respect of any
breach occurred prior to the termination date. The conditions which expressly or impliedly haveeffect after termination shall continue to be enforceable notwithstanding termination.
31. CHANGE OF CONTROL
31.1. The Contractor recognizes and acknowledge that the Principal’s decision to award a
Procurement Contract to a given contractor is materially based on a prior positive assessment of
the professional, financial and managerial capabilities of such contractor to properly and timely
perform any and all the Procurement Activities.
31.2. The Contractor agrees to promptly inform the Principal of any change in its managerialorganization, or of any change in its shareholding structure and it is aware that, if in the
Principal’s discretionary opinion, such changes materially affect the Contractor’s ability to properly
and timely perform, the Principal may enforce the provisions of Article 29 above.
32. APPLICABLE LAW AND SETTLEMENT OF DISPUTES
32.1. Negotiation Phase. In the event that any dispute between the parties arises, the party
raising the matter in dispute shall notify the other party in writing detailing the specific nature of
the dispute. Thereafter, the parties shall negotiate in good faith in an attempt to reach a fair andequitable resolution of said dispute. At any time, either party may, at their own discretion,
terminate this “Negotiation Phase” by providing the other party 10 days advance written notice.
32.2 Arbitration. Following the conclusion of the Negotiation Phase, under Article 32.1, either
party may request the other to participate in binding arbitration by making a written request to
the other party. The party receiving the written request to arbitrate shall have 14 days after
receipt of such request to respond in writing as to whether it will agree to binding arbitration
administered by the American Arbitration Association under its Commercial Rules in effect on thedate of this Agreement. However, in the case of disputes relating to quality, quantities, delivery,
payments, warranty, indemnification, any service action, and other topics contemplated by these
General Terms and Conditions, Purchaser may unilaterally elect to arbitrate, at which time theparties shall submit to binding arbitration administered by the American Arbitration Association
under its Commercial Rules in effect on the date of this Agreement. Prior to any unilateral election
to arbitrate by Purchaser, the parties must have participated in the Negotiation Phase. Any
arbitration proceedings shall be conducted in Michigan in accordance with the laws of the State ofMichigan.
32.3.1 Litigation. In the event that a dispute has not been resolved within the Negotation
Phase, Litigation may be initiated, unless the parties arbitrate under section 28.2. In any litigation,
the parties agree that the litigation will be filed in the State of Michigan. These General Terms andany any agreements related to the Services shall be governed by and construed in accordancewith the laws of the State of Michigan without taking into account its principles on conflicts of law.
Any action, suit or other proceedings pursuant to, arising under, or touching or concerning these
General Terms or any agreements related to the Services or the transactions contemplated hereby
shall be brought in any federal or state court of competent jurisdiction in the State of Michigan.
The parties agree to take any and all necessary or appropriate action to submit to the jurisdiction
and venue of any such court. In any such action, suit or proceeding, (i) service of process may bycertified mail, return receipt requested or any means permitted or provided by applicable law and(ii) the successful or prevailing party shall be entitled to recover its reasonable attorneys' fees andother costs incurred in connection with that action, suit or proceeding, in addition to any otherrelief to which such party may be entitled. The United Nations Convention on Contracts for theInternational Sale of Goods shall not apply to these General Terms or any Supply Agreements.
32.3.2 Litigation (Mexico). In the event that a dispute has not been resolved within the
Negotiation Phase, and such dispute arises between a Contractor’s Mexico affiliate or subsidiaryand Principal’s Mexico entity, litigation may be initiated, unless the parties arbitrate under section
23.2. In such litigation, the parties agree that the litigation will be filed in Mexico City. These
General Terms and Contract(s) shall be governed by and construed in accordance with the laws of
Mexico without taking into account its principles on conflicts of law. Any action, suit or other15

proceedings pursuant to, arising under, or touching or concerning these General Terms or any
agreements related to the Services or the transactions contemplated hereby shall be brought inany federal or state court of competent jurisdiction in Mexico City. The parties agree to take any
and all necessary or appropriate action to submit to the jurisdiction and venue of any such court.
In any such action, suit or proceeding, (i) service of process may by certified mail, return receipt
requested or any means permitted or provided by applicable law and (ii) the successful or
prevailing party shall be entitled to recover its reasonable attorneys' fees and other costs incurredin connection with that action, suit or proceeding, in addition to any other relief to which suchparty may be entitled. The United Nations Convention on Contracts for the International Sale ofGoods shall not apply to these General Terms or any Procurement Contracts.
33. PRINCIPAL PERSONAL DATA
33.1. If, in the course of performing any and all obligations in this General Terms, Orders or the
relevant Procurement Contracts described herein, Contractor collects, transfers, or uses third
parties’ personal data (information that can be linked to a specific individual), Contractor
acknowledges that such collection, transfer, or use may be governed by certain personal dataprotection laws, regulations, and industry standards. Should any sanctions (e.g., monetary fines
or penalties) be imposed on Principal by any government authority as a result of Contractor’s
failure to comply with its data protection obligations, Contractor shall reimburse Principal the fullamount of such sanction within five (5) banking days of being notified by Principal of the sanction
imposed.
30.2. In any case, the Supplier undertakes and warrants to hold harmless Purchaser from andagainst every objection, action or claim, brought by data subjects, due to the processing of
personal data effected by the Supplier in breach of the provisions of all applicable data protection
legislation.

34. MISCELLANEOUS
34.1. Each right or remedy of the Principal under these General Terms and/or any Procurement
Contract is without prejudice to any other legal remedy of the Principal whether under these
General Terms and/or any Procurement Contract or not.
34.2. Failure or delay by the Principal in enforcing, in full or in part, any of the provisions of these
General Terms and/or of any Procurement Contract shall not be construed as a waiver of any of
its rights under these General Terms and/or any Procurement Contract.
34.3. All rights and remedies of the Parties, or either of them, hereunder shall be in addition to allother legal rights and remedies belonging to them and the same shall be deemed to be
cumulative and not alternative to such legal rights and remedies.
34.4. Any Procurement Contract executed by and between the Principal and the Contractor shallbe deemed to incorporate any and all the terms and conditions of these General Terms, provided
always that in case of discrepancy between the provisions of these General Terms and those ofany procurement Contract, the provisions of these General Terms shall prevail.
34.5. No amendment to any provision of a Procurement Contract shall be effective or binding oneither of the Parties unless set forth in writing and executed by a duly authorized representativeof each Party.
34.6. In case any provisions in these General Terms is invalid, illegal or unenforceable under any
applicable law, the validity, legality and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby. The invalidity, illegality or unenforceability of any provisionin these General Terms in any jurisdiction shall not invalidate or render illegal or unenforceable
such provision in any other jurisdiction.

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

STAMP AND SIGNATURE

TITLE
DATE

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