General terms and conditions of purchase for the Austrian companies of the MAHLE group

1. Definitive termsa) The following general terms and conditions ofpurchase(Allgemeine
Einkaufsbedingungen,„AEB“) apply exclusively to all purchases made by
the Austrian companies of the MAHLE group(„MAHLE“). They apply equally to the purchase of
production material (for the purpose of MAHLE‘s
own serial production, in particular raw materials,
materials, components, including parts) such as forthe purchase of spare parts, tools or machines aswell as other products of any kind („Products“ as awhole), unless the applicability of one of thefollowing provisions of these buying conditions is
restricted to individual or certain types of objects
for purchasing. When delivering products to
MAHLE, the supplier accepts the present AEB.
b) The supplier‘s general terms and conditions orother deviating terms do not apply, unless they havebeen acknowledged explicitly in writing by MAHLE.
These AEB also apply in all cases where MAHLE
accepts the supplier‘s shipments without disagreeing
with those of the supplier‘s terms that deviate from thisAEB (whether or not MAHLE is aware of them). All
references or information by the supplier with regard to
the validity of his General Terms and Conditions areherewith explicitly rejected.

c) This AEB also applies to all future business withthe supplier.
d) The provisions of this AEB apply in addition to
all other potential agreements made between theparties in addition, e.g. framework delivery
contract, quality agreement.

2. Offer, offer documentsa) Inquiries by MAHLE at the supplier‘s regarding
his products and their delivery terms, or requests
by MAHLE to submit an offer, do not bind MAHLE
in any way.
b) Orders placed by MAHLE are valid and binding
only if they are in writing. A signature by MAHLE is
not required. The requirement for written form isfulfilled if the transfer is made via fax, email or any
other electronic remote data transmission system.
c) The supplier‘s quotations are binding and are
not to be paid unless something else was agreed
expressly.
d) A valid and binding contract between MAHLE
and the supplier becomes effective, including the
AEB, by•the written order sent to the supplier by MAHLE,
and•its express written acceptance (order confirmation) by the supplier, which must be received by MAHLE within seven days after theorder date, or•the start of the delivery of the products orde-red
by MAHLE by the supplier at due date,according to the order.

© MAHLE, 2018

Each order confirmation by the supplier that deviates from the order placed by MAHLE represents a
new buying quotation and must be accepted inwriting by MAHLE.

by MAHLE does not represent the waiver of later
raising of a claim for warranty, damages or otherclaims against the supplier.

e) Even after the order has been confirmed by the
supplier, MAHLE can request changes to the products at any time (in particular also with respect tothe construction and the design of the products). In
this case, the supplier shall immediately inform
MAHLE on the consequences of this change request, in particular with respect to additional charges or cost reductions, as well as the delivery date,
and the parties shall agree a contract adaptation if
required.

4. Delivery dates, delivery delayf) If the contract or the order allows for the products
to be appropriated by call-off, then these call-offs
become binding 2 days after they have been communicated to the supplier, unless the supplier has
objected to them in writing by that time.

3. Prices, Most-Favourable privilege, payment
termsa) The price listed in an order is binding. In the absence of an agreement to the contrary, the price is„DDP“ as per Incoterms 2010 including packaging.
b) If delivery terms as per Incoterms 2010 are agreed where MAHLE pays for transportation, theproducts must be transported by a forwarder authorised by MAHLE.
c) Should the supplier ship the products that are covered by the contract, or similar products, to a third
party, in comparable quantities and at more favourable
terms, especially with respect to price, deductibles,
technology, quality, payment terms, terms of delivery orother conditions (hereinafter called „the terms“) during
the term of a contract on the delivery of products, thenthe supplier shall inform MAHLE of this fact promptly
and grant MAHLE these more favourable terms
automatically. The new terms apply retroactively fromthe point in time when the supplier granted thesefavourable terms to the third party.
d) The invoice must be mailed promptly after delivery
by separate mail in triplicate to MAHLE‘s postal
address. It must contain the date, order number andsupplier number. If these requirements are not met,
MAHLE shall not be held responsible for the resulting
delays in invoice processing and settlement.

e) Invoices are paid within 30 days after delivery
and receipt of invoice with 3 % discount, no later
than within 60 days after delivery and receipt of invoice strictly net.
f) Payment by MAHLE is by transaction. Other payment terms as well as credit/accounting proceduresmust be arranged separately between the parties inorder to apply.
g) The acceptance of the delivered goods without
giving notice of defects and/or their getting paida) The delivery dates agreed with the supplier arebinding. For adherence to the delivery deadline,
the receipt of products at the place of destination
na-med by MAHLE, or the provisioning of the
products ordered for collection by the supplier,provided it is verifiable that this occurred on time,
prevails, depen-ding on the delivery term agreed.
b) If the supplier defaults on a delivery, he must pay acontractual penalty in the amount of 1 % of thepurchase price of the delayed products per week ofdelivery delay commenced, but no more than 5 % ofthis purchase price, to MAHLE. The right of rai-singfurther claims for compensation, as well as the right towithdraw from the contract, remains unaffected by thisfor MAHLE. Furthermore, the supplier mustcompensate MAHLE for the following costs in theevent of default: special travelling costs (both fromsuppliers to MAHLE as well as from MAHLE to its
customers), additional preproduction costs in
production, additional costs due to special shifts, lossof production costs, exchange costs/alteration costs,
additional testing costs and loss of profit resulting fromthe delivery delay. A contractual penalty paid by the
supplieris,however,
subtractedfromthecompensation claim asserted.
c) Deliveries ahead of schedule are accepted by
MAHLE only after special written agreement. If the
supplier delivers the products earlier than the agreed
delivery time, MAHLE shall reserve the right to return
the products at supplier‘s risk and expense. If, in theevent of delivery ahead of schedule, the products are
not returned by MAHLE, they shall be stored at
supplier‘s risk and expense until the agreed delivery
date. In case of delivery ahead of schedule, MAHLE isentitled to use the agreed delivery date as the basis forcalculating the term of payment.
d) As soon as the supplier realises that a delivery dateagreed with MAHLE or an agreed delivery quantity,
respectively, cannot be met, he must inform MAHLE
promptly, without prejudice to items a) and b),
specifying the reasons, the estimated length of thedelay and the consequences, while announcing themeasures intended to prevent these consequences.
e) All extra journeys that the supplier decides to takemust be communicated to MAHLE‘s logistics
department, specifying the order date/ordering information as well as the reason for the extra journey
and announcing the measures intended to correctthese reasons, at the beginning of a calendar monthfor the previous month. The supplier must initiate thecorrective measures promptly.

f) For each case of culpable•
Deviation from delivery and packaging instructions,•
Delivery ahead of schedule, o•Excess delivery

1

MAHLE is entitled to claim additional expenditures forlogistics as a generalised compensation in the amountof EUR 100.00 (notwithstanding the right to assert ahigher claim for compensation in a given case). In any
event, the supplier is entitled to prove that MAHLE has
not suffered any damage, or damage that amounts toless than this lump sum.

e) The initial sampling is done according to the latest version each of VDA-writing volume 2,„Safeguarding delivery quality“ or according to
PPAP (AIAG). In addition to the initial sampling, thesupplier must enter all material data into thematerial data-base IMDS respectively; the released
and accepted IMDS entry of all relevant material
data is a com-ponent and prerequisite of eachsuccessful initial sampling.

5. Shipping, passing of riska) The place of fulfilment for the supplier, subject to thecommercial terms (in particular Incoterms 2010)
common in the automotive industry and specified in theorder, is the receiving location/point of use or collection
point specified by MAHLE in the order. This location
shall also be definitive for the passing of risk. If such aprovision is absent, the delivery must be made DDP(Incoterms 2010) to the receiving location or point ofuse specified in the order.

In this case, the risk passes on to the receiving location/point of use agreed, at the point in time thedelivery is made.
b) The supplier is obligated to include the associated delivery notes with the deliveries. All contents
must be listed on the delivery notes, according tostandard VDA 4987, in particular MAHLE‘s ordernumber and the supplier number. If these requirements are not met, MAHLE shall not be held
respon-sible for the resulting delays in processing.

6. Quality and documentationa) The supplier must comply with the generally recognised codes of practice and the applicable safety regulations with respect to his deliveries. If the
supplier has received drawings, samples or otherregulations or documents from MAHLE, he shallobserve them with respect to execution and quality characteristics of the delivery item. Changes ofthe delivery item, of an already released production
process, or its relocation to another location
require prior approval by MAHLE in writing.
b) If the supplier delivers production material to
MAHLE, the following provisions apply additionally,
unless something else has been requested by
MAHLE in a given case, or agreed with the
supplier in writing.
c) The supplier maintains or develops a quality management system based on ISO/TS 16949: 2002
in the current version. Certificates issued by an accredited office or 2nd party certifications, as well as
QM-system of equal value such as e.g. VDA
volume 6 part 1 and ISO 9001, with automobilespecific orientation, can be approved by MAHLE
following prior testing by MAHLE. The suppliershall provide MAHLE with a copy of the current
certificate and shall mail unrequested a newcertificate to MAHLE once the validity date of thecertificate has expired. In case of cancellation,
MAHLE must be informed promptly.
d) For each case of culpable non-compliance of arequirement from the quality management systemapplicable as per item c), the supplier must pay
MAHLE a contractual penalty in the amount of
EUR 5,000.

© MAHLE, 2018f) Independent of successful sampling as per iteme), the supplier must continuously examine thequa-lity of the delivery items. Furthermore, thecontrac-ting partners shall inform each other on
possibilities regarding further quality improvements.
g) If the type and the scope of the tests, as well as thetest devices and testing methods, are not firm-ly
agreed upon between the supplier and MAHLE,
MAHLE is prepared at the supplier‘s request, within thescope of its knowledge, experience and possibilities, todiscuss the tests with the supplier in order to determine
the required status of test engineering.

h) For products specifically identified in the technical documents or by special agreement, thesupplier shall furthermore record in special notes
when, how, and by whom the delivery items havebeen tested with respect to the characteristics that
require documentation, and what findings resulted
from the required quality tests. The testing
documents must be stored for a period of 15 years
and submitted to MAHLE as needed. The suppliermust obligate presuppliers to the same degree tothe extent permitted by law. We refer to the latest
version of the VDA-writing volume 1 „Procedure offurnishing proof“.
i) Insofar as public authorities and customers of
MAHLE justifiably have insight into MAHLE‘s production process and testing documents to checkcertain requirements, based on pertinent legal provisions, the supplier is obligated to permit insight into his
production procedure and his testing documents aswell and to provide any reasonable support in thiscontext. The supplier must obligate presuppliers to thesame degree to the extent permitted by law.

j) Incidentally, MAHLE can perform appropriate inspections and quality audits of the facilities where
the supplier manufactures the products at any time,
following reasonable announcement and during thenormal business hours at the intervals deemednecessary by MAHLE. MAHLE is entitled to cancel
existing contracts with the supplier by written communication to the supplier, if the supplier neglects
to adhere to the agreed quality standards for aperiod of three months.
k) The supplier must assign the obligations pertaining to him based on this article of the contract
completely to any sub-suppliers.

7. Hazardous materials and preparationsa) For goods and materials as well as for proceduresthat must receive special treatment, among others, withregard to transportation, packaging, labelling, storage,
handling, manufacture and disposal, basedon laws, regulations, and other provisions or basedon their composition and their effect on theenvironment, it is mandatory that the supplier fulfils
the legal provisions of the country of manufacture
as well as of the distribution country.
b) In this case, the supplier shall surrender the required papers and documents to MAHLE even be-fore
confirming the order. In particular, all hazardous
substances and water-hazardous substances can only
be delivered after submitting an EU-safety data sheet
and following release by MAHLE. Should therequirements as per item a) change in the course of
the delivery relationship, the supplier shall send thepapers and documents corresponding to the modified
requirements to MAHLE promptly.

c) If MAHLE does not have the documents listed initem 8. b) on hand at the point in time of order confirmation, then MAHLE is entitled to withdraw fromthe contract with the supplier unless the supplierhands in the documents listed in item 8. b) within
an additional 14 days grace period set by MAHLE.
In this case, the supplier shall be liable to MAHLE
for all potential damages resulting from the justified
avoidance of contract.
d) MAHLE is entitled to return hazardous substances and water-hazardous substances supplied forexperimental purposes free of charge to the supplier.
e) The supplier is liable to MAHLE for all damages
resulting from the culpable non-compliance withexisting legal regulations in this respect.
f) MAHLE shall compile a „Banned substances list/
list of declaratory substances“ on the MAHLE
home-page (www.mahle.com) solely for the
purpose of information and excluding any
responsibility for its accuracy and completeness.
g) The supplier shall ensure that the requirementsof the EU Chemicals Act REACH (Act (EU) No.
1907/2006, derivation EU of 30/12/2006) hereinafter called „REACH“ - are complied with, inparticular that pre-registration as well as
registration occur on schedule each. MAHLE is in
no way obligated to perform the (pre-) registration.
The supplier is aware of the fact that the products
cannot be used unless the REACH requirements
have been duly and completely fulfilled.
h) The relevant components (heavy metals) according
to the EU-ELV (End of Life Vehicles) must be enteredinto the IMDS database by the supplier at his own
expense and are thereby considered declared.

i) Based on the EU-ELV, the supplier is obligatedto ensure the following:•Preparation and forwarding of a componentrelated concept for drainage and reduction ofharmful substances;•Compliance with the identification standard
VDA 260 for materials and components;•Provision of a disposition concept for selected vendor
parts in coordination with MAHLE;•Highest possible recycling portion and use ofrenewable raw materials in coordination with
MAHLE.

2j) Apart from that, in fulfilling his contractual obligations, the supplier must comply with all legal andofficial regulations with respect to environmental
protection.
k) The supplier must release MAHLE completely fromall consequences, in particular damages of MAHLE
and claims by third parties against MAHLE, that are theresult of the supplier culpably not, not completely, or
not in a timely manner complying with or fulfilling theabove regulations from items f) - i).

8. Packaginga) The supplier must observe the requirements ofthe packaging ordinance currently in force.
b) The supplier must take back used packaging that is
empty of residues free of charge. Should this not be
possible, he shall defray the corresponding appropriate disposal costs for MAHLE.

ge, if it is no longer possible to inform the supplier ofthe damage and to set him a deadline, albeit a shortone, to take remedial action, MAHLE can carry out theremoval of the defect itself or have it carried out by athird party, at the expense of the supplier.

e) Warranty claims by MAHLE against the supplierlapse, unless arranged otherwise below, 30 months
after the goods were received by MAHLE. For
mate-rial defects in delivery items that, according totheir usual application, are commonly used for abuilding, or for defects of title, legal regulations
apply. In the case of the delivery of spare parts (cf.
item c)), the period of limitation starts afresh at thetime they are delivered to MAHLE. If the supplierdelivers production material to MAHLE that is
ultimately installed in motor vehicles or engines as
intended, the start of the legal warranty term is
postponed until the motor vehicle or the engine isstarted up by the ultimate buyer for the first time.
f) Further claims, in particular from the indemnity
title or from a warranty granted to MAHLE by the
supplier remain unaffected.

9. Warranty and recoursea) In the event of inadequate services, legal provisions apply unless something different arises fromthe following provisions (in particular for production
material).
b) MAHLE shall examine the products delivered by
the supplier for production purposes (production
materials) at the time of receipt with respect to thematch between ordered and delivered goods, for
any quantity variations as well as damages that are
visible on the outside, as far and as soon as this isfeasible according to proper business routines.
MAHLE shall promptly inform the supplier of any
defects found in these tests. Apart from that, thesupplier refrains from having MAHLE perform
further incoming goods inspections. Other defects
not found by MAHLE until the delivered goods areprocessed, or until they are used as intended, areannounced to the supplier by MAHLE promptly assoon as they have been detected. In this respect,
the supplier renounces the right of objection regarding delayed notice of defects.

g) In each case of deficiency of a delivery, the supplier must pay generalised damages to MAHLE in
the amount of € 100.00, regardless of whether
MAHLE is entitled to additional claims against the
supplier.
h) If MAHLE, in its capacity as an automobile supply
firm, commits to a longer lasting or more extensive
warranty towards one of its customers, the supplier isobligated, insofar as he delivers production mate-rial, tohave this regulation apply to him as well for the future,
after prior written announcement.
i) Insofar as MAHLE clients - routinely automobile
manufacturers - use a reference market procedure or
any similar procedure that is commonly used in theautomobile industry, to determine and account for
warranty cases, and make claims to MAHLE for defects in products by MAHLE that result from defects inthe supplier‘s products, this procedure is also ap-plied
to the supplier‘s delivery relationship to MAHLE.

10. Product liability and recallc) For an inadequate delivery, the supplier mustfirst be given the opportunity for subsequent performance, that is, to either provide correction of faults
or delivery of a new item (spareparts) at MAHLE‘schoice. In both cases, the supplier shall defray all
costs arising for him or for MAHLE, e.g. transportation, travel expenses, labour and material costs,
or costs for incoming control that exceed the usual
volume. The same applies to any dismantling andinstallation costs. In the event of subsequentdelive-ry, the supplier must take all defective
products back at his expense.
d) If subsequent performance fails or if it is unacceptable for MAHLE or does not occur within a reasonable period of time following a reproof by MAHLE,
then MAHLE can withdraw from the contract / from theorder without setting any further deadline and can also
return the products, at supplier‘s risk and expense. In
this, and in other, urgent cases, in particular to avert
acute hazards or to avoid major dama-© MAHLE, 2018a) If the supplier has caused a product defect and/or(depending on the underlying basis for the claim) is
responsible for it, the supplier is obligated to replace
the resulting damage at first request and to release
MAHLE from all claims by third parties, provided thecause for the claim lies within the supplier‘s control andorganisation and the supplier would himself be liabletowards third parties. If MAHLE has contributed tocausing the damage or in the event of contributory
negligence on the part of MAHLE, the supplier canassert this contributory negligence or this contributory
cause against MAHLE. In the relationship between
MAHLE and the supplier, the respective portion of thedamages is based upon the corresponding proportionof contributory negligence (§ 1302 ABGB) and/or
contributory cause.

b) The suppliers‘ duties as per item a) also include
the costs accrued for MAHLE by availing itself of asolicitor‘s assistance or otherwise arise in connec-

tion with averting product liability claims. If MAHLE
is subject to evidence rules that are disadvantageous to MAHLE, then these evidence rules also
apply to the relationship between MAHLE and the
supplier, if the circumstances to be proven are not
to be attributed to MAHLE‘s area of responsibility.
c) In the case of product liability cases as per itema), the supplier shall give all required informationand support to MAHLE, within reasonable limits, inorder to avert the claims.
d) If a recall action or an owner notification program isrequired to fulfil a legal provision or an obligation
concerning MAHLE according to civil or public law, oris required as a safety measure to avert damage topersons or death, the costs, including among others
labour costs, transportation costs and costs for preservation of evidence, are divided based on the contributory negligence to be assigned to the contracting
parties (§ 1302 ABGB). MAHLE shall inform the supplier - if possible and appropriate - of the contents andthe scope of the recall action to be performed andgives the supplier the opportunity to comment. All otherclaims by MAHLE remain unaffected by this.
e) The supplier is obligated to take out and to maintain sufficient product liability insurance to cover therisks of product liability including recall risk. At
MAHLE‘s request, he must provide proof promptly after
taking out such insurance. If the supplier is un-able toprovide proof of the insurance policy within two weeks,
MAHLE is entitled to take out such insurance at the
supplier‘s expense.

11. Trade mark rightsa) The supplier ensures that MAHLE or MAHLE customers, by the purchase, ownership, offering, use,
processing or resale of the products do not infringe on
the intellectual property rights of third parties, inparticular no trademark rights, company, name, patent,
registered design, design patent, features, design or
copyrights of third parties (including corresponding
protective rights applications) („trademark rights“) inthe supplier‘s country of origin, as well as within theFederal Republic of Germany, the European Union, theUSA, Canada, Brazil, Argentina as well as Australia,
China and Japan. If the supplier culpably infringes on
this duty, then he shall release MAHLE and MAHLE its
customers at first request from any claims by third
parties from such actual or alleged trademark right
infringements and bears all costs and expenses
accrued by MAHLE in this con-text, in particularprosecution and defence costs on the one hand, andcosts resulting from the violation of a potential duty ofomission on the other hand.

b) Item a) does not apply if the delivery item was
manufactured according to drawings, models orother detailed information by MAHLE and the supplier neither knew nor had to know that doing sowould violate trademark rights by third parties.
c) The parties are obligated to inform themselves
promptly of risk of injury that have become known
and alleged cases of injuries, and shall counteract
such injury claims by mutual agreement within reasonable expectations.

3d) Supplier claims from trademark rights violations
against MAHLE lapse no later than 3 years after thecorresponding contract with MAHLE was signed.

12. Title retention, production resourcesa) With complete payment of the purchase price forthe products, these shall unconditionally become
the sole property of MAHLE. Any extended or expanded title retention by the supplier for delivered
products is excluded.
b) All parts, raw materials, tools, materials or other
instruments or objects that are made available by
MAHLE or that are purchased by the supplier at theexpense of MAHLE (and whose acquisition costs were
reimbursed by MAHLE or accepted into the prices tobe paid for the products and which have been paidcompletely) and that are associated with the
manufacture of the products or are used to that end(„production resources“), shall remain or be-come thesole property of MAHLE („MAHLE proper-ty“). For alldrafts, samples, drawings, data, models, or otherinformation and documents („MAHLE documents“) all
rights remain with MAHLE as well. The supplierexpressly agrees that MAHLE property or MAHLE
documents shall not be used for manufacture orconstruction of products for third party customers
without prior written authorization by MAHLE.

c) The supplier owns MAHLE property and MAHLE documents as a trustee for MAHLE and shallstore them separately from any property belonging
to other persons, and shall label MAHLE property
and MAHLE documents clearly as the property of
MAHLE. MAHLE property and MAHLE documents
are not removed from the supplier‘s premises without written instructions by MAHLE, except for the
purpose of fulfilment of the contract.
d) The supplier is obligated to insure MAHLE property at his expense against fire, water and theft attheir replacement value and to maintain these insurances. The supplier shall provide proof regarding
the existence of such insurances to MAHLE on request. The supplier shall perform maintenancework on MAHLE property if required, at the usualintervals and at his own expense. He must inform
MAHLE promptly of damages or malfunctions.
e) To the extent that MAHLE provides the sup-plierwith products, raw materials, or other material(„goods“) for him to manufacture products with,
MAHLE reserves the right of ownership for thesegoods. The manipulation/processing, conversion or
installation or remodelling of such goods by the
supplier is done for MAHLE. If goods belonging to
MAHLE are processed with other objects that do notbelong to MAHLE, MAHLE shall acquire co-owner-ship
in the new product in proportion of the value of the
MAHLE goods (purchase price plus VAT) to the otherobjects processed at the time of processing.
f) If the goods provided by MAHLE are combined or
mixed inseparably with other objects that do not belong
to MAHLE, MAHLE acquires co-ownership in the new
product in proportion to the value of its re-served
goods (purchase price plus VAT) to the other© MAHLE, 2018combined or mixed objects at the time of bondingor mixing. If the bonding or mixing occurs in such a
way that the supplier‘s objects are to be consideredas the main object, it is agreed that the suppliershall
transferco-ownershipto
MAHLE
proportionately; the supplier stores and safekeeps
the sole property of MAHLE or the co-property of
MAHLE in the name of MAHLE.

13. Non-disclosurea) The contracting partners commit to treat all
confidential information that they receive directly or
indirectly from the other contracting partner, asconfidential. Orders and all associated commercial
and technical details must be treated as confidential information as well. In particular, all figures, drawings, calculations, quality guidelines, samples andsimilar objects must be kept a secret. Duplicationand disclosure of confidential information is permitted only subject to the industrial requirements associated with the business relationship to MAHLE.
They must not be released to third parties without
prior approval in writing.
b) The above-mentioned obligations do not apply tosuch confidential information for which the contracting partner who receives the information can provethat it•was already generally accessible at the point intime the information was provided, or was
made generally accessible afterwards without
his fault;•was already in his possession at the time theinformation was disclosed to him;•was made accessible to him by a third party without
the obligation to secrecy and non-use, while it isassumed that these third parties did not receive
the information directly or indirect-ly from theother contracting partner;•must be communicated to public authorities basedon legal provisions.
c) The supplier commits to obligate sub-suppliers tomaintain secrecy to the same extent. The supplier
may use the secret information supplied to him by
MAHLE exclusively as intended.
d) The non-disclosure obligation applies for a period of
3 years beyond the end of the delivery relation-ship.
The supplier commits to release all confidential
information received, after the end of the delivery
relationship, to MAHLE, insofar as they are represented or filed on electronic storage systems. The
fulfilment of the obligations from the last two sentences must be confirmed in writing by the supplier to

MAHLE at MAHLE‘s request.

a) The supplier shall achieve a development resultthat is free of the trademark rights of third parties;
item 12 applies correspondingly.
b) The legal ownership in all development results(including all inventions, know-how, experimental
and development reports, suggestions, ideas,
drafts, designs, proposals, samples, models, etc.)
which the supplier achieves in the context of thecollaboration („work results“), falls to MAHLE at thetime of their creation.
c) Insofar as the work results are eligible for trademark protection, MAHLE is entitled in particular toregister trademark rights at home and abroad, attheir own discretion, to pursue them, and also todrop them at any time.
d) The supplier must utilise inventions that are
eligible for trademark protection, which are madeby his employees in the process of executing thiscontract, unconditionally by declaration towards theinventor; the rights to the invention must promptly
be transferred to MAHLE.
e) Insofar as the work results are protected by the
supplier‘s copyright laws, the supplier shall grant
MAHLE as well as its affiliates the exclusive, complimentary, irrevocable, sublicensable, transferable,
temporally, spatially and contents-wise unlimited rightto make use of and exploit these work results in any
way free of charge and at will. Insofar as work results
arise in the form of software, the rights of use andexploitation rights are not restricted to the object code.
MAHLE has above all a right to transfer of the sourcecode and the documentation. MAHLE can request thetransfer at any time, even while the development
project is being carried out.

f) The supplier (as well as his affiliates) is and remains the owner of the inventions made before thestart of the collaboration and of the trademark
rights registered or issued as well as of the
copyright laws, design patent rights and know-how(„previous proprietary rights“) existing before thestart of the collaboration.
g) Insofar as previous proprietary rights are
required for the utilisation or the further
development of the development results, MAHLE
shall receive a tempo-rally and locally unlimited,
complimentary,
non-exclusive,
sublicensable,transferable and irrevocable right of use in these.
h) Insofar as the supplier engages subcontractors
in the context of the services to be rendered byhim, he is obligated to ensure by means of suitable
contractual agreements that MAHLE receives theproperty rights and rights of use corresponding to
the regulation in this item 14.

14. Order development
Insofar as the supplier performs development work for
MAHLE for production material or processing materials(in particular tools), the costs of which are either paidby MAHLE separately and/or are reimbursed throughthe prices to be paid for the products (orderdevelopment), the following applies:

15. Spare part supply
The supplier commits to ensure spare parts supply forthe intended lifespan of the final products for which the
products are to be used. The minimum period of time
for this is 15 years after serial production of the
products has ended. In good time prior to4the end of the minimum period of time, the supplier
grants MAHLE the option of placing a final orderfor the all-time demand.

as all other objects made available by MAHLE, including all drawings and other documents, devices
and tools.

16. Cancellation/suspension of orders/contracts

17. Other provisionsa) If insolvency proceedings are legally initiatedagainst a supplier‘s assets, or if an application toinitiate bankruptcy proceedings on a supplier‘s assets for lack of availability of cost-covering assets
is dismissed with prejudice, MAHLE is entitled to
re-sign from the contract, analogous to theprovisions of § 21 KO.

a) Should one of the above-named regulations be
or become void or impracticable, the validity of theremaining regulations remains unaffected. In theplace of the void or impracticable provision, such aprovision is considered agreed that approximatesthe original intent and purpose of the void or
impracticable provision intended by the contracting
partners as closely as possible. The same applies
to potential loopholes in the contract.

b) In case of long-term contracts on the delivery of
goods, the provisions listed in items c) - e) apply
regarding duration and termination.
c) MAHLE is entitled to cancel these contracts with
6 months notice, the supplier with 9 months notice,in writing.
d) In those cases where a MAHLE customer
cancels or changes his order without cause or
extraordinarily, MAHLE is entitled to make adifferent
arrangement
which
takes
these
circumstances into account, together with the
supplier, regardless of MAHLE´s right tocancellation as per item c) of this contract item.
Unless agreed otherwise, the following integrity levels apply:•The amount specified for the month following theorder (month 1) is considered obligatorily
ordered.
•The amount ordered for the next month (month 2)
entitles the supplier to obtain prima-ry
material. If this amount is not accepted lateron by MAHLE, then the supplier is entitled to
invoice the primary material procured to
MAH-LE, while MAHLE can request deliveryof the primary material.
Additional quantities manufactured and acquired
are exclusively for the supplier‘s account and risk.
e) Each party is entitled to dissolve a contract at
any time without notice for cause. An importantreason is on hand especially in the following cases:•Suspension of payment on the part of one par-ty,
initiation of insolvency proceedings on theassets of one party, rejection of a petition forbankruptcy for lack of the contracting party‘samount of assets required to cover the costof the proceedings, or liquidation of one ofthe parties;•Violation of essential contractual obligations; in thecase of a violation that can be corrected, but not
before the guiltless party has asked the otherparty in writing to correct the violation, haswarned the other party of the pending
termination for cause, and has granted an appropriate final deadline of at least four weeks,
which expired unsuccessfully;•Due to a change in its shareholders or stock-holders,b) The supplier must not assign or transfer orders
or other rights from the contract signed with
MAHLE, neither completely nor in part, without
prior written authorisation by MAHLE.
c) The supplier may use subcontractors to fill an order or part of an order only with express priorwritten approval by MAHLE.
d) This English language version of the Generalterms and conditions of purchase for the Austriancompanies of the MAHLE corporation serves exclusively for the purposes of information and translation. In the event of any discrepancies between
the terms of the German and the English language
version, the German language version shall prevailin all cases. In the event of disagreement or litigation, the German language version shall also be thedecisive version for the interpretation of individual
provisions of the General terms and conditions ofpurchase for the Austrian companies of the MAHLE
corporation.

18. Place of fulfilment, applicable law, place ofjurisdictiona) The place of fulfilment for the supplier‘s delivery
duties is the receiving location or point of use namedby MAHLE respectively. The place of fulfilment for
MAHLE‘s duty to pay is the registered office of

MAHLE.
b) With respect to the existing contractual relationship between the supplier and MAHLE, and if necessary from this or from the violation of pre- andsubcontract protective duties and due diligence that
affect the contracting parties, Austrian law applies
exclusively. The Vienna convention on international
sale of goods (CISG) does not apply.
c) For all conflicts from the business relationshipbetween the contracting parties, it is agreed thatthe court in Klagenfurt shall be the competent court
for subject matter jurisdiction. MAHLE isfurthermore entitled to engage the supplier at its
place of juris-diction as well at its own choosing.

one party comes under the controlling influenceof a competitor of the other party.

Effective: June 2018f) In case of the cancellation or other termination of acontract, the supplier must give back MAHLE property
and MAHLE documents (cf. item 12 b)) as well

© MAHLE, 20185