1.1 All the contractual relationships arising fromthe orders issued by MAHLE Componenti Motori
Italia S.p.A., MAHLE Valve Train Italia S.r.l. andGlacier Vandervell Italy S.r.l. (hereinafter jointly
and severally referred to as “MAHLE”) concerning
the purchase of raw materials or other materials,
machinery or other, miscellaneous services (hereinafter referred to in the singular as the “Supply”
and in the plural as the “Supplies”) are subject tothese general terms and conditions (hereinafterreferred to as the “General Conditions”) and to thespecial conditions provided for in the orders (hereinafter referred to as the “Special Conditions”),
as well as to the general and special contractual
provisions regarding the execution of orders thatthe supplier has been made aware of (hereinafterreferred to as the “Supplier”).
MAHLE and the Supplier are also hereinafter
jointly referred to as the “Parties”.

2.1 The delivery terms for the Supplies specified
in the Order shall be considered final and binding.
In the event of delays in the delivery, the Suppliershall pay to MAHLE, without prejudice to any further rights provided for by the law, as penalty, pursuant to art. 1382 of the Italian Civil Code, a sum
equal to [1]% of the value of the Supply not delivered, for each week of delay, up to a maximum of[10]% of said amount and without prejudice to theright to claim compensation for any greater damages suffered. MAHLE could provide a different
quantification of the penalty in the Special Conditions or the Orders.

1.4 Only the orders executed in original by MAHLE’s authorised representatives shall be considered final and binding (hereinafter referred to in
the plural as the “Orders” and in the singular as
the “Order”).

The

1.5 MAHLE reserves the right to modify the Supplies’ Orders, in particular with reference to theconstruction details and the modalities of performance, in which cases it shall immediately notify
the supplier. In case an amendment requested by
MAHLE involves a significant variation to the costs
or to the other terms and conditions of the Supply,
the Supplier may issue a written request for the
renegotiation of the terms and conditions within[5] days of MAHLE’s request for a modification.
If such renegotiation does not take place within
the said term, the terms and conditions originallyagreed upon for the Order shall apply.
The Supplier undertakes to guarantee to MAHLE
the best possible market conditions in terms ofprices, discounts, payment terms, warranties andtechnologies.

© MAHLE, 2008

5. Supplier’s warranties

5.1 The Supplier expressly represents and warrants that the Supplies:(i) have been carried out in accordance withthe technical specifications, requirements andinstructions issued by MAHLE in the Order, thetechnical specification documents (if available)or any other contractual document, and(ii) are free from any defects, non-conformities
and/or deficiencies (whether concealed or apparent), fully suitable for the use for which they
are required and, if applicable, in perfect working order, as well as manufactured according to
the highest state of the art, quality and technical standards.

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2.3 Unless otherwise specified, the Supplies shallbe delivered FOB to MAHLE or to the other destinations specified in the Order, the dispatch shallbe carried out at the Supplier’s expense and risk.
2.4 The Supplies shall in any case include a delivery note or other equivalent transport document,
which shall bear the Order number and date ofissue, in addition to the specification of goods,
semi-finished or finished products and services
supplied.

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1.3 Any and all exceptions or additional conditions
to these General Conditions shall be expressly
agreed upon in writing.

2.2 Any quantities of raw materials or other materials (hereinafter referred to as the “Goods”) delivered in excess and/or in advance as regards theagreed terms may be rejected at any time. In caseof Goods delivered in advance and/or in excess,if accepted by MAHLE, the payment of the corresponding invoice will be delayed and the delay
shall be equal to the advance days on the delivery. Moreover, MAHLE has the right to invoice theSupplier for storing expenses borne for the Goods
in excess.

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1.2 The General Conditions, as well as any Special Conditions, shall be considered accepted by
the Supplier even if they differ from its general or
special supply terms and conditions. The performance of the orders in no circumstances shall
imply the acceptance by MAHLE of the Supplier’s
general or special supply terms and conditions .
The Supplier’s supply terms and conditions will
be considered final and binding only if they havebeen expressly accepted by MAHLE in writing.

MAHLE’ s plant in real operating conditions. Any
defects found shall be restored by the Supplier at
its own care and expense.

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2. Delivery and transportationis

1. Purchasing Terms and Conditions:
General Introduction

ding.

General Terms and Conditions of Purchase of the Italian companies of the MAHLE Group

3. Documentation
3.1 Each Supply of machinery and/or equipment
shall include the following documentation:• declaration of conformity with the applicable European product directives and any
technical reference standards,• EC marking,• user and maintenance manuals, diagrams
and lists of spare parts, to be drafted in Italian language, and• pressure and/or noise emission certificates,with the measurements taken pursuant to
the technical reference standards.

4. Acceptance of supplies
4.1 The mere delivery of the Supplies to thepersonnel of MAHLE does not entail the acceptance thereof. Final acceptance shall occur only
after the examinations have been carried out in

5.2 The warranty for defects, non-conformities
and/or deficiencies referred to in point 5.1 above
shall be issued for a period of 24 months as fromthe date of delivery of the Supply.
5.3 MAHLE may notify any defects, non-conformities and/or deficiencies (whether concealed orapparent) to the Supplier within [60 days] of theirdetection.
5.4 Upon receipt of aforesaid notification, andwithout prejudice to any other remedy provided
for by the law, the Supplier shall promptly curethe defects, non-conformities and/or deficiencies,
also with third parties that might be indicated by
MAHLE.
5.5 If the Supplier fails to promptly correct any
defects, non-conformities and/or deficiencies under warranty or in case of urgency, MAHLE shallhave the right to correct them directly, using its
own personnel and/or by means of third parties,
in which case the costs and other charges shallbe borne by the Supplier.
5.6 It remains understood however that, notwithstanding the provisions of clauses 5.4 and 5.5
above, MAHLE shall have the right:(i) to be hold harmless and indemnified from all
damaging consequences that might arise fromits supplies to its final customers affected by
the same defects, non-conformities and/or deficiencies notified to the Supplier;(ii) to be restored for all the damages suffered(including, inter alia, the costs incurred in reporting the damage and deriving from plant
shutdown) as a result of the existence of thedefects, non-conformities and/or deficiencies
or failure and/or delay in remedying these.

18. Right of Repetition

8.1 In the event the Supplier fails to perform an
Order, MAHLE shall have the right to retain thesums due for previous Supplies, even if these do
not relate to such Order, to cover the damaging
consequences caused by the non-performance of
the Order.

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The Supplier expressly represents and warrants
to have complied with all the onus and obligations
arising from European Parliament and Council
Regulation 1907/2006 of 18th December 2006 on
the registration, assessment, authorisation andrestriction of chemical substances (”REACH”).
MAHLE shall in no circumstances be held responsible in case the Supplier and/or those acting
on its behalf fails to register or pre-register thechemical products supplied in accordance withthe terms of the said regulation.

9. Force Majeure

9.1 Neither Party shall be deemed responsible for
failure to fulfil any of its obligations if it is able todemonstrate that this is due to an event of force
majeure.

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6.2 The Supplier acknowledges that MAHLE has
obtained for its plants the following conformity certifications the ISO 9001:2000 (MAHLE Componenti
Motori Italia s.p.a. e Glacier Vandervell Italy s.p.a),
ISO TS 16949:2002 (MAHLE Componenti Motori
Italia s.p.a., MAHLE Valve Train Italia s.r.l. e Glacier
Vandervell Italy s.p.a) and ISO 14001:2004 (MAHLE
Componenti Motori Italia s.p.a. e Glacier Vandervell
Italy s.p.a). The Supplier of direct materials declares
and warrants that it has obtained the same conformity certifications or has commenced the procedure
to obtain the same conformity certifications for its
own production plants, or in any case it can ensurethat the Supplies shall be made up in accordancewith and in strict observance of the standards laid
down in said certifications and/or their subsequent
modifications and additions. In this sense, the Supplier also acknowledges that MAHLE shall have theright to carry out inspections, visiting the Supplier’s
plant, prior appropriate notice, to ensure that theSupplies for the Orders have been manufactured inaccordance with the abovementioned standards. If
required, MAHLE could carry out inspections jointlywith its final customers.
The Supplier agrees to hold harmless and indemnified MAHLE against all and any costs, expenses, liabilities or other damaging consequences
and/or claims for compensation for damages filed
against MAHLE due to violation of any applicableregulation.

© MAHLE, 2008ding.

10. Industrial and intellectual propertybin

10.1 If in connection with research, design, experiment, development carried out in relation to
the Order, the Supplier makes inventions, whether
patentable or otherwise, or works of an original
intellectual nature, it shall inform MAHLE thereof
and provide it with all the information and documentation useful or necessary for the production of the resulting works; the Supplier will grant
MAHLE the free licence right for the production
or reproduction of the original works – either directly or through third parties – and for their saleand usage, in Italy and abroad. If the aforesaid
original works have been carried out by the Supplier in relation to a specific assignment received
by MAHLE, the invention and exclusive industrial
rights to it, the drawings and all the results obtained in general, in addition to the works of an
original intellectual nature, shall become propertyof MAHLE.

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6.1 The Supplier expressly represents and warrants that the Supplies shall be performed in accordance with the laws in force in the country of
manufacture and the country of sale, including thesafety law, the environment and electric energy
law, as well as in terms of storage, movement, recycling and the elimination or disposal of wastematerials.

7.1 During the performance of the Order, MAHLE
shall have the right to proceed, either directly or
through its representatives:(i) to carry out inspections on the supplies bymeans of inspections to the production plantsof the Supplier and its subcontractors, by giving [5] days prior notice. The inspections shallbe carried out by MAHLE at its own discretionand expenses, it being understood that theSupplier will not be released of any obligation
or liability;(ii) to inspect the Supplier’s books and documents and those of its subcontractors in relation to the execution of the Order, on the basisof [5] days advance notice. MAHLE undertakes to adopt all the necessary precautions
to ensure that the documents subject to thesechecks remain confidential.

the circumstances concerned. The event of force
majeure shall not be invoked if it occurs after theagreed delivery term.

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6. Further obligations of the supplier

7. Inspections and auditingte

5.7 The repairs or replacements or additions performed under the terms of the warranty shall inturn be covered by a warranty for a period of [24months] as from the date of completion of such
repairs or replacements or additions and their acceptance by MAHLE.

6.3 The Supplier also warrants its compliancewith the ADR (International Carriage of Dangerous Goods by Road) regulations and with all theprovisions contained therein, with particular reference to the loading, transport and unloading of
hazardous goods.

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MAHLE reserves the right to quantify suchdamages and invoice the resulting amount directly to the Supplier.

9.2 The term ‘event of force majeure’ means anevent which is out of the control of the Parties,
and which could not have been reasonably foreseen and avoided. By way of example and without
limitations, the following shall be deemed “eventsof force majeure”: acts of war, uprisings and revolutions, natural catastrophes, explosions and fire.
Strikes by the employees of the Parties shall, inno circumstances, be considered as events offorce majeure.
9.3 Upon the occurrence of an event of force majeure, the party affected shall adopt every measure necessary or useful to limit its effects, andshall immediately notify the other party of such
event, by means of a registered letter or fax inwhich it will describe the facts, consequences andmeasures it intends to adopt immediately. In suchcases, the delivery terms are deemed extended
for a number of days equivalent to the duration of

10.2 The Supplier expressly represents and warrants that the performance of the Order does notbreach any third party’s industrial and/or intellectual property right, whether in Italy or abroad. The
Supplier therefore agrees to hold harmless andindemnified MAHLE against any claims and demands that might be filed by third parties due tothe infringement of patents, licences, know-how
and industrial and/or intellectual property rights ingeneral regarding the goods supplied to MAHLE.
In the event of disputes regarding such exclusive
industrial rights, the Supplier undertakes to intervene and take MAHLE’s place, should MAHLE so
require, to ensure the appropriate defence andshall in any case reimburse all the expenses andcosts sustained by the MAHLE and restore it forany damaging consequences that might derivefrom such disputes.

11. Subcontracting
11.1 The Supplier shall perform the Supplies directly and it is expressly prevented to subcontract its performance to third parties, in whole orin part, either as subcontract or piecework basis(“cottimo”), without a prior specific authorization inwriting by MAHLE.
11.2 Should the Supplier deem advisable, during the performance of the Order, to subcontract
to third parties, in whole or in part, the Supplies
for that Order, it shall inform MAHLE in advance.
MAHLE shall decide, at its own discretion, about
the opportunity that the Supplier will subcontract
third parties. In this case, MAHLE will establish
terms and conditions of the subcontract.
11.3 In case of subcontracting, it remains understood that Supplier shall continue to have sole re-2

13. Miscellaneous
13.1 The drawings supplied by MAHLE shallnot be reproduced or used in any other way andshould be returned as soon as the use, for which
they were received, has ceased.

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15.1 These General Conditions and all the contractual relationships which exist or which may
exist in the future between MAHLE and the Supplier shall be governed by Italian law. The Parties
acknowledge that the application of the Convention of Vienna of 1980 on the international sale ofmovable goods is expressly excluded.

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15.2 The Parties irrevocably submit to the exclusive jurisdiction of the Court of the place where
the MAHLE Group company issuing the order has
its head quarters with respect to any legal action,
suit or proceedings against it with respect to its
obligations, liabilities or any other matter arisingout of or in connection with these General Conditions. MAHLE does however reserve the right toinvoke the jurisdiction of the court of the place of
domicile or registered office of the Supplier

Status: May, 2008

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13.2 In relation to the Supplies, the Supplier
agrees to provide MAHLE with any spare parts
necessary for a period of 15 years at current
market prices, and shall in any case guarantee
MAHLE that these will be produced on a continuous basis.

15. Applicable law and juristicationte

12.1 Unless otherwise specified in the Special
Conditions and/or in the Order, the Supplier isobliged to enter into with a primary insurancecompany:(i) an insurance policy which guarantees adequate coverage against the product liability
risks, - any other risks for damages regarding
the factories, machinery and/or equipment andthe Suppliers properties- and recall or service
campaigns and(ii) an insurance policy to cover “third party”
liability risks (including MAHLE and its employees) due to injury or damages caused topersons, animals or property as a result of acts
carried out by or on the instructions of the Supplier, its employees or subcontractors during
the execution of an Order.

14.2 Should MAHLE invoke this termination
clause, in any case, it shall have the right to retain
the Supplies already performed to it, effecting therelevant payment with a deduction of a sum equivalent to [10%] by way of a penalty, but without
prejudice to its right to claim for further damages.

an12. Insurance obligation

obligations as specified in clauses 1.6 (Market
Conditions). 6.2 (Certifications of Conformity),
6.3 (Compliance with the ADR Regulations), 10(Industrial and Intellectual Property), 11 (Subcontracting), 12 (Insurance Obligations), 13.1 (Reserve) and 13.3 (Use of Recycled Materials).

alisponsibility with regard to MAHLE for the correct
execution of the Order. As a consequence, theSupplier expressly agrees to hold harmless andindemnified MAHLE against any claims, costs, expenses, burdens and demands for compensation
filed by subcontractors and/or third parties in relation to the performance of the Supplies.

13.3 In performing the Order, the Supplier agrees
to use recycled materials for manufacturing purposes, as far as this is possible and when expressly requested by MAHLE, and to mark themconsequently.

e13.4 According to the terms of EC Directive
2000/53, the Supplier of direct materials shall ensure at its own expense that all the information
on its Supplies is entered in an IMDS database(International Material Data System, www.mdsystem.com); the approval and accepted IMDS entry
for all relevant material data is a component andprecondition of each successful initial sample approval. (This procedure is not necessary for auxiliary materials and services).

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14. Termination clause

14.1 The contractual relationship governed bythese General Conditions shall automaticallyterminate, pursuant to article 1456 of the Italian
Civil Code, by means of a simple written noticefrom MAHLE, if the Supplier fails to perform its© MAHLE, 2008

For acknowledgement and acceptance of these general conditions.

The Supplier(date, signature and stamp)

According to articles 1341 and 1342 of the Italian Civil Code, the Supplier hereby specifically approves
the terms set out in clauses 1.5 and 1.6 (Purchasing Conditions), 2.1 and 2.3 (Delivery and Transport), 5(Supplier’s Warranties). 6 (Further Obligations of the Supplier), 7 (Inspections and Auditing), 8 (Right ofRetention), 11 (Subcontracting), 12 (Insurance Obligations), 14 (Termination clause) and 15 (Applicable
Law and Jurisdiction).

The Supplier(date, signature and stamp)3