General Conditions of Purchase of the India-Based Companies of the MAHLE Group1) Determining Conditionsa) The following General Conditions of Purchaseshall apply exclusively to all purchases of the Indiabased companies of the MAHLE Group (hereafter”MAHLE“). They shall apply in the same degree tothe purchase of production material (for the
purpose of MAHLE’s own series production, including in particular raw materials, materials, components, parts) as to the purchase of spare parts,
tools or machinery as well as other products of any
kind (collectively referred to as the ”Products”), in
so far as the applicability of one of the following
provisions of these Conditions of Purchase is not
restricted exclusively to individual or specified typesof purchased items. By delivering its Products to
MAHLE the supplier accepts the present General
Conditions of Purchase.
b) The General Terms and Conditions of Businessor other different conditions of the supplier shall not
apply unless they have been expressly approved by
MAHLE in writing. These General Conditions of Purchase shall also apply in all cases wherein MAHLE
accepts deliveries from the supplier without objecting to conditions of the supplier that deviate fromthese General Conditions of Purchase (whether
MAHLE is aware of such conditions or not). All references or indications by the supplier to the validityof its General Terms and Conditions of Business are
hereby expressly rejected.
c) These General Conditions of Purchase shall also
apply to all future transactions with the supplier.
d) The provisions of these General Conditions ofPurchase shall apply in addition to all other possible
agreements that the parties conclude in addition,e.g. framework supply contract, quality agreement.

2. Offer, Offer Documentsa) Inquiries from MAHLE to the supplier concerning
the supplier’s Products and delivery conditions, orrequests from MAHLE to make an offer shall in noway be binding upon MAHLE.
b) Orders from MAHLE shall only be valid and binding if placed in writing. It shall not be necessary for
MAHLE to sign orders. The written form shall bedeemed to have been observed if orders are sent
by fax, e-mail or another electronic data transmission system.
c) Unless otherwise expressly agreed, cost estimates submitted by the supplier shall be binding
and non-remunerable.
d) A valid and binding contract shall be brought
about between MAHLE and the supplier, inclusiveof the General Conditions of Purchase, when(i) a written order is transmitted from MAHLE to
the supplier, and(ii) the supplier expressly accepts the order© MAHLE, 2018

(order confirmation) in writing, the said confirmation being received by MAHLE within seven days
from the date of the order, or(iii) the supplier commences delivery of the ordered Products.
Any order confirmation from the supplier that differsfrom the order placed by MAHLE represents a newoffer and must be accepted by MAHLE in writing.
e) Even after the order has been confirmed by the
supplier, MAHLE shall be entitled to require at any
time that the supplier shall make changes to the
Products (in particular in terms of the Products’design and performance). In this case, the suppliershall inform MAHLE immediately of the impact of
this change requirement, in particular with regard toadditional or lower costs as well as the delivery date,
and the parties shall agree a reasonable adaptationof the contract if required.
f) If the contract or order stipulates that the Products
are determined by call-off, then these call-offs shallbe binding two days after the instruction is given to
the supplier, unless the supplier has ex-pressed an
objection by then in writing.

3. Prices, Most-Favoured Treatment,
Conditions of Paymenta) The price shown in an order shall be binding. In
the absence of a differing agreement, the price shall
include packaging and shall be ”DDP” (Delivered
Duty Paid) in accordance with Incoterms 2010.
b) If terms of delivery are agreed in accordancewith Incoterms 2010, whereby MAHLE pays for thetransportation, the goods shall be transported by aforwarding agent approved by MAHLE. Unless otherwise agreed, however, the supplier shall assume
responsibility for notification of the consignment
with the forwarding agent. The supplier shall inform
MAHLE immediately if the forwarding agent does
not collect the goods as confirmed in the notification.
c) In the event that, during the term of a contract
concerning the delivery of Products, the suppliersupplies Products that are the subject of the contract or similar in comparable quantities to a third
party under more favorable conditions, in particularwith regard to price, discounts, technology, quality,
terms of payment, delivery periods or other conditions (hereafter the ”Conditions”), then the suppliershall inform MAHLE of this fact immediately andautomatically grant MAHLE these more favorable
Conditions. The new Conditions shall apply retrospectively from the time at which the supplier has
granted these favourable Conditions to the third
party.

goods have been delivered. The invoice must contain the date, order number and supplier number. If
these Conditions are not fulfilled, then MAHLE shallnot be responsible for any ensuing delays in processing and settling the invoice.
e) Payment shall be effected by MAHLE by meansof a bank transfer. Any other method of payment aswell as credit/offsetting procedures shall only apply
if agreed separately between the parties.
f) The acceptance of the supplied goods and/or
their payment by MAHLE shall not constitute thewaiving of any later assertion of claims based on
defects, damages or any other claims against the
supplier.

4. Delivery Dates, Delay in Deliverya) The delivery dates agreed with the supplier shallbe binding. Depending on the agreed terms of delivery, compliance with the delivery period shall be
determined by the date of receipt of the Products atthe destination specified by MAHLE or the prompt
availability of the Products for collection from the
supplier’s works.
b) If the supplier is in delay in making a delivery,
then the supplier shall incur a contractual penalty of
INR 5000 for each commenced week of the delay
in delivery. This shall not affect the right to assert
claims for compensation. The supplier must also
reimburse inter alia the following costs: special
travel costs (both from suppliers to MAHLE and from
MAHLE to its customers), additional preproduction
costs, additional costs caused by special shifts, lossof production costs, replacement/conversion costs,
additional test costs and lost profit. Any contractual
penalty due shall, however, be credited against any
asserted claim for compensation.
c) MAHLE shall only accept premature deliveries after they have been agreed in writing. If the supplierdelivers the Products earlier than the agreed delivery date, MAHLE reserves the right to return the
Products at the supplier’s cost and risk. If MAHLE
does not return goods that are delivered early, thenthe Products shall be stored until the agreed delivery date at the supplier’s cost and risk.in the cased) The invoice shall be sent in triplicate by separate
post to the postal address of MAHLE as soon as the1

of a premature delivery, MAHLE shall be entitled touse the agreed delivery date as the basis for calculating the date of payment.
d) Notwithstanding lit. a) – b), if the supplier realizes that it is not possible to comply with a delivery
date or quantity agreed with MAHLE, it must inform
MAHLE immediately, stating the reasons, the anticipated duration of the delay and the effects it will
have, together with suitable measures for avertingthem.
e) All special journeys the supplier decides to makemust be recorded, specifying the order de-tails/information, the reason for the special journey andmeasures for correcting these reasons and sent
to MAHLE’s Logistics Department at the beginningof a calendar month for the preceding month. The
supplier shall initiate the corrective measures immediately.
f) For each case of negligent(i) deviation from delivery and packaging specifications,(ii) premature delivery or(iii) overdelivery
MAHLE shall be entitled to assert a claim for its additional expenses for logistics in the form of lumpsum compensation amounting to INR 5000 (notwithstanding the right to demonstrate greater damages in individual cases). The supplier shall in eachcase be entitled to demonstrate that MAHLE has
incurred no damages or fewer dam-ages than thislump sum.

is transferred at the time of delivery to the agreed
place of receipt/use.

7. Quality and Documentationa) The supplier shall comply with the recognizedtechnical regulations and any applicable safety
regulations. In terms of the design and characteristic features of the delivery item, the supplier shallcomply with any drawings, samples or other specifications or documents received from MAHLE. Modifications to the delivery item or a previously approved
production process or its relocation to another site
shall require a written notice in due time to MAHLE
and the prior express consent of MAHLE in writing.
b) If the supplier delivers production material to
MAHLE, the following provisions shall also apply
unless MAHLE has made a different written request
in an individual case or has made a different agreement with the supplier.
c) The supplier shall maintain or develop a quality
management system based on the latest valid version of IATF 16949. Certificates from an accredited
body or second-party certification and equivalent
QM systems such as VDA Volume 6 Part 1 and ISO
9001 geared specifically towards the automobile
industry may be recognized by MAHLE after priorinspection by MAHLE. The supplier shall provide
MAHLE with a copy of the latest certificate andshall send MAHLE a new certificate without being
asked upon the expiry of the certificate’s validity
date. MAHLE shall be informed immediately if thecertificate is revoked.

5. Force majeurea) Interruptions to delivery caused by events thatare unforeseeable and unavoidable and outside thesupplier’s sphere of influence and for which the supplier is not responsible such as force majeure, waror natural catastrophes shall release the supplierfrom its obligations for the duration of this interruption and to the extent of its impact.
b) Agreed periods of time shall by extended by the
duration of such an interruption; MAHLE must be
informed of the occurrence of such an interruption
immediately and in an appropriate manner.
c) If the end of such an interruption is not foreseeable or the interruption lasts longer than two months,
then each party shall have the right to withdraw fromthe affected contract (or the not yet fulfilled Products) or to terminate the contract without notice.

6. Dispatch, Transfer of Riska) The delivery (including the transfer of risk) shallcomply with the trade terms (in particular Incoterms
2010) usual in the automobile industry and specified in the order and at the place of receipt/use orcollection specified by MAHLE in the order. In theabsence of such a provision, the delivery shall bemade DDP (Incoterms 2010) to the place of receipt
or use specified in the order. In this case the risk

© MAHLE, 2018d) Any initial sample shall be produced in compliance with PPAP (AIAG). In addition to the initialsample inspection report, the supplier shall enter allmaterial data in the IMDS material database(International
Material
Data
System,www.mdsystem.com); the approved and accepted
IMDS entry for all relevant material data is a component and precondition of each successful initialsample approval.
e) Irrespective of successful initial sampling in accordance with lit. e), the supplier shall continuallycheck the quality of the delivery items. Moreover,the parties to the contract shall each keep the otherinformed about the options for further quality improvement.

f) If the supplier and MAHLE have not reached afirm agreement as to the nature and extent of thetests as well as the test equipment and methods,
MAHLE shall be prepared, at the supplier’s request, to discuss the tests with the supplier within
the limits of its knowledge, experience and possibilities in order to establish the required state of thetesting technology.
g) In the case of Products specifically identified in
the technical documents or by means of a separate
agreement, the supplier shall moreover record inspecial drawings, when, in what way and by whom
the delivery items have been tested with regard to
the characteristics specified in the documentation
as well as the outcome of the required quality tests.
The test documents shall be retained for 15 years
and submitted to MAHLE as required. The suppliershall impose the same obligation on sub-suppliers
within the bounds of what is legally possible.
h) In so far as any authorities or customers of MAHLE
ask to inspect the production processes and test
documents of MAHLE in order to verify certain
requirements, the supplier shall be ready to grant
them the same rights in its company and give allreasonable assistance, unless doing so he would
infringe the supplier’s existing obligations of secrecy
towards a third party. The supplier shall impose thesame obligation on sub-suppliers within the boundsof what is legally possible.
i) In other respects, following a reasonable period ofnotice and during normal business hours, and at intervals MAHLE deems necessary, MAHLE shall beentitled at any time to carry out reasonable inspections and quality audits of the premises in which the
supplier manufactures the Products.
MAHLE shall have the right to terminate the present
contract by informing the supplier in writing to thiseffect if the supplier fails to comply with the agreed
quality standards for a period of three months.
j) The supplier shall impose on its subcontractors
the obligations contained in the above provisions of
this item 7.

8. Hazardous Substances and Preparationsa) The supplier shall fulfill the legal regulations of thecountries of manufacture and distribution relating togoods, materials and procedures that are subject
to special treatment, inter alia regarding their transportation, packaging, labelling, storage, handling,
manufacture and disposal on account of laws, ordinances and other regulations or on account of theircomposition and their impact on the environment.
b) In this case, the supplier shall provide MAHLE
with the necessary papers and documents before
the order is confirmed. In particular, all hazardous
substances and water-endangering materials may
be delivered only after presentation of an EC safety
data sheet and after approval has been given by
MAHLE. Should the requirements in accordance2

9. Packaging
with lit. a) change during the delivery relations, thesupplier shall immediately forward to MAHLE thepapers and documents relating to the changed requirements.
c) MAHLE shall be entitled to return hazardous
sub-stances and water-endangering materials thatwere supplied for test purposes to the supplier freeof charge.

a) The supplier shall comply with the requirementsof the latest valid Packaging Ordinance.
b) The supplier shall take back used, empty packaging free of charge. If this is not possible, the suppliershall pay the corresponding, reasonable disposal
costs incurred by MAHLE.

defects in delivered items that are used according totheir intended purpose for a building or to defects of
title. If replacement parts are supplied (cf. lit. c)) the
limitation period shall commence anew upon theirdelivery to MAHLE.
f) Any further claims, in particular for damages or inconnection with warranties of the supplier, shall not
be affected.

10. Material Defects and Recoursed) The supplier shall be liable to MAHLE for any
damage arising as a result of negligent non-compliance with the existing legal regulations.
e) Solely for information purposes, and excluding
any responsibility for their accuracy and completeness, MAHLE provides a ”Prescription List/List of
Substances Subject to Declaration” on the MAHLE
homepage (www.mahle.com).
f) The supplier must enter components (heavy
metals) relevant to the EU directive on end-of-life
vehicles (ELV - End of Life Vehicles) in the IMDS
database at its own expense; they shall then bedeemed declared.
g) On the basis of the EU directive on end-of-life
vehicles, the supplier shall undertake to ensure thefollowing:(i) Production and furnishing of a component-related concept for draining and unloading harmful
substances;(ii) Provision of a utilisation concept for selectedsupplied parts after agreement with MAHLE;(iii) Highest possible recycling rate and use ofrenewable raw materials after agreement with
MAHLE.
h)In fulfilling its contractual obligations, the suppliershall also comply with all legal and official regulations with regard to environmental protection.
i)The supplier shall indemnify MAHLE in full against
all consequences, in particular damages sufferedby MAHLE and any claims of third parties against
MAHLE, that result from the supplier negligently not,partially, or belatedly complying with or fulfilling theabove provisions in lit. f) - h.).

a) Unless otherwise stated in the following provisions, the legal regulations shall apply to deliveriesof defective goods (in particular to production material).
b) On receipt of Products supplied by the supplier for
production purposes (production material) MAHLE
shall examine that the goods ordered conform withthose delivered and inspect them for any discrepancies in quantity or externally identifiable damage inso far as and as soon as this is possible in the ordinary course of business. MAHLE shall inform the
supplier immediately of any defects ascertained during this inspection. In all other respects the suppliershall waive any further incoming goods inspection
and testing on MAHLE’s part. In the case of otherdefects that are not ascertained by MAHLE until
the supplied goods are being processed or used
for their intended purpose, MAHLE shall inform the
supplier immediately upon ascertaining the defects.
In this respect the supplier shall waive the defenseof delayed complaint.
c) If defective goods are delivered, the supplier shallfirst be given the opportunity to carry out remedial
work, i.e. at MAHLE’s discretion either to remedy
the defect or supply a new item (replacement parts).
In both cases the supplier shall bear all costs resulting to the supplier or MAHLE, e.g. transportation
costs, travelling expenses, labor and material costs
or costs for an incoming goods inspection over andbeyond the normal scope. The same shall apply to
any costs that may be incurred for removal and fitting. If the case of a subsequent delivery, the supplier shall bear the cost of taking back the defective
Products.
d) If the opportunity to carry out remedial work fails,
or if such work represents an unreasonable burden on MAHLE, or if the supplier does not makean immediate start, then MAHLE shall be entitled
to withdraw from the contract / order without setting
any further time limit and to return the Products atthe supplier’s risk and expense. In these and other,urgent cases, in particular to avert acute dangers or
avoid substantial damage, if it is no longer possible
to inform the supplier of defects and give the supplier even a short period in which to remedy them,
MAHLE shall be entitled to remedy the faults itself
or have them remedied by a third party at the supplier’s expense.
e) Unless otherwise specified below, claims basedon defects shall be subject to a limitation period of
30 months from the date the goods are delivered to
MAHLE. The legal regulations shall apply to material© MAHLE, 2018g) For each case wherein MAHLE settles a warranty
claim, the supplier, if responsible for the defect, shallundertake to pay fixed lump-sum compensation of
EUR 100 (notwithstanding MAHLE’s right to assert
greater damages in individual cases). The suppliershall in each case be entitled to demonstrate that
MAHLE has incurred no damages or fewer damages.
h) If in its capacity as an automotive component
supplier MAHLE is obliged to grant one of its customers a longer or more extensive warranty fordefects, if the supplier delivers production material,
the supplier shall then also undertake to accept thisregulation in future after first receiving written notification thereof.
i) If customers of MAHLE – usually automobile manufacturers – apply a reference market procedure ora similar procedure that is usual in the automobile
industry for determining and settling warranty claims
and assert claims against MAHLE for defects in
products manufactured by MAHLE that result fromdefects in the supplier’s Products, this procedure
shall also be applied to the delivery relations between the supplier and MAHLE.

11. Product Liability and Recalla) If the supplier has caused a product fault and/or(depending upon the basis upon which the claim ismade) is responsible for the fault, the supplier shallundertake to pay MAHLE compensation at first request or to indemnify MAHLE against any third party
claims, providing the cause of the claim lies within
the supplier’s control and organization and the supplier would itself be liable to a third party. If MAHLE
has contributed to the cause or fault, then the supplier shall be able to assert this contributory responsibility for the cause or this contributory fault against
MAHLE.
b) The obligations of the supplier in accordance withlit. a) shall also include the payment of costs incurredby MAHLE in calling on the services of a lawyer orotherwise incurred in connection with the defence of
product liability claims. If MAHLE is subject to special
regulations regarding the burden of proof in relations
with the injured party, these regulations shall also apply in relations between MAHLE and the supplier provided that the circumstances requiring proof do not
fall within MAHLE’s area of responsibility.

3c) In product liability cases in accordance with lit. a),the supplier shall provide MAHLE with all necessary
information and every support within the bounds ofreason to fend off claims.
d) In so far as a recall action or program to give notice of ownership is necessary to comply with a law,ordinance, order or any other state requirement or
as a safety measure to avoid personal injuries ordeath or in the case of other field or service actions,the costs, including labor, transportation and verifiability costs inter alia shall be shared on the basisof the contributory fault / contributory responsibility
for the cause attributable to MAHLE and the
supplier.
MAHLE shall inform the supplier - in so far as this ispossible and reasonable - of the content and extent
of the recall action or other field or service actions
that are to be carried out and shall give the supplier
the opportunity to express its opinion. This shall notaffect any other legal claims.
e) The supplier shall undertake to take out andmaintain sufficient product liability insurance tocover the risks of product liability, including the riskof recall. At the request of MAHLE the supplier shallimmediately provide documentary evidence of theconclusion of such an insurance contract. If the supplier is not in a position to furnish evidence of theinsurance policies within two weeks, MAHLE shallbe entitled to conclude such insurance at the supplier’s expense.

12. Industrial Property Rightsa) The supplier guarantees that through the purchase, ownership, offering, use, processing or further transfer of the Products neither MAHLE nor
customers of MAHLE shall infringe any intellectual
property rights of third parties, in particular any rights
of a third party as to brand, company, name, patent, utility model, design, equipment, or copyrights(including the relevant industrial property right applications) (hereafter ”Industrial Property Rights”) in
the supplier’s country of origin, as well as within theGerman Federal Republic, the European Union, theUSA, Canada, Brazil, Argentina, Australia, China,
Ko-rea, Thailand, Japan and India. If the supplier
negligently infringes this obligation, then the supplier shall indemnify MAHLE and its customers at
MAHLE’s first request against any third-party claims
arising from such actual or alleged infringements ofproperty rights and shall bear all costs and expenses incurred by MAHLE in this respect, in particular
firstly the cost of bringing an action and of defense
and secondly costs resulting from observance of a
possible duty to refrain.
b) Lit. a) shall not apply if the delivery item was produced on the basis of drawings, models or otherdetailed information from MAHLE and the supplierneither was nor needed to be aware that Industrial
Property Rights of third parties were thereby infringed.

© MAHLE, 2018c) The parties shall undertake to inform one anotherimmediately of any infringement risks that become
known and any cases of alleged infringement and to
take reasonable action by common consent against
infringement claims.
d) The period of limitation shall be 3 years from theconclusion of the relevant contract.

13. Reservation of Title, Means of Productiona) The Products shall become the property of MAHLE upon payment of their full purchase price. Any
extended or expanded reservation of title on the partof the supplier to delivered Products is excluded.
b) All parts, raw materials, tools, materials or otherdevices or items provided by MAHLE or purchasedby the supplier at MAHLE’s expense (and whose
procurement costs have been reimbursed by
MAHLE or are included in and paid for in full in theprice payable for the Products) and that are associated with the manufacture of the Products or used
for that purpose (hereafter ”Means of Production”)
shall remain or become the sole property of MAHLE(hereafter ”MAHLE Property”). MAHLE shall also
retain all rights to drafts, samples, drawings, data,
models or other information and documents supplied by MAHLE (hereafter ”MAHLE Documents”).
The supplier shall expressly agree that MAHLE
Property or MAHLE Documents shall not be used
for the manufacture or construction of products forthird-party customers without MAHLE’s prior consent in writing.
c) The supplier shall possess MAHLE Property and
MAHLE Documents as a borrower and shall store
them separately and apart from any property belonging to other persons and clearly labelled MAHLE Property and MAHLE Documents to indicate thatthey are the property of MAHLE. MAHLE Property
and MAHLE Documents shall not be removed fromthe supplier’s company premises without written
instruction from MAHLE, except for the purpose offulfilling the contract.
d) The supplier shall undertake to insure MAHLE
Property for its replacement value and at the supplier’s own expense at least against fire, water damage and theft and to maintain such insurance policies. On request, the supplier shall provide MAHLE
with documentary evidence of the existence of appropriate insurance policies. The supplier shall carryout any necessary maintenance work at the usualintervals and at its own expense and shall notify
MAHLE immediately of any damage or faults.
e) If MAHLE provides the supplier with products,
raw materials or other material (”Goods”) so thatthe supplier can manufacture Products, MAHLE
reserves title to such Goods. The treatment andprocessing, modification or installation or reshaping of such Goods by the supplier shall be carriedout in the name of MAHLE. If the reserved Goods
are processed together with other items that are
not the property of MAHLE, MAHLE shall acquirejoint ownership of the new Product in proportion to
the value of MAHLE’s Goods (purchase price plus
VAT) to the other processed items at the time of
production.
f) If the Goods provided by MAHLE are inseparably
combined or mixed with other items that are not theproperty of MAHLE, MAHLE shall acquire joint ownership to the new Product in pro-portion to the valueof its reserved Goods (purchase price plus VAT) to
the other combined or mixed items at the time of
combination or mixing. If the combination or mixing
is carried out in such a way that the supplier’s items
may be considered the main item, it shall be agreed
that the supplier shall assign proportional joint ownership to MAHLE; the supplier shall store and holdin safe custody the sole property of MAHLE or thejoint ownership of MAHLE in the name of MAHLE.

14. Confidentialitya) The supplier shall undertake to treat in confidence all confidential information obtained directly
or indirectly from the other party to the contract.
Orders and all associated commercial and technicaldetails are also to be treated as confidential information. In particular, all received illustrations, drawings, calculations, quality guidelines, samples andsimilar items are to be treated as confidential. The
copying and forwarding of confidential informationis only permissible within the context of operational
requirements. Confidential information may only bedisclosed to a third party with MAHLE’s prior writtenconsent.
b) The above obligations shall not apply to suchconfidential information as the supplier can prove(i) was already generally accessible at the time ofnotification or was generally accessible thereafter
through no fault of the supplier;(ii) was already in the supplier’s possession at
the time of notification;(iii) was made accessible to the supplier by a third
party without any obligation as to confidentiality
and non-usage, provided that this third party has
not obtained the information directly or indirectlyfrom the supplier;(iv) was to be furnished to the authorities on thebasis of legal regulations.
c) The supplier shall undertake to impose the sameobligations to maintain secrecy on subcontractors.
Confidential information made known to the supplier by MAHLE shall be used exclusively for theintended purpose.
d) The obligation to maintain secrecy shall continue
to apply for a period of three years after the delivery relations have ended. At the end of the delivery
relations, the supplier shall undertake to return to
MAHLE all received confidential information if it isembodied or stored on electronic storage media.
At MAHLE’s request, the supplier shall confirm to
MAHLE in writing that it has fulfilled the obligation
arising from the last two sentences.

415. Order Development

16. Provision of Spare Parts

If the supplier carries out development work for
production material or Means of Production (in particular tools) on MAHLE’s behalf whose costs are
reimbursed by MAHLE either separately and/or bymeans of the price paid for the Products (order development), the following shall apply:

The supplier shall undertake to guarantee the provision of spare parts for the stipulated lifetime ofthe end products for which the Products are to be
used. The minimum period shall be 15 years after
the end of the series production of the Products. In
good time before the expiry of the minimum period,
the supplier shall grant MAHLE the option to place a
concluding order for the all-time requirement.

a) The supplier shall reach a development conclusion that is free from the Industrial Property Rights
of any third party; Item 12 shall applyaccordingly.
b) The proprietorship of all development results (including all discoveries, know-how, experiment anddevelopment reports, suggestions, ideas, drafts,
designs, recommendations, samples, models etc.)
achieved by the supplier in the context of the cooperation (hereafter ”Work Results”) shall fall to
MAHLE as it arises.
c) If the Work Results are protectable, MAHLE shall,in particular, be entitled at its discretion to apply for
Industrial Property Rights at home and abroad in its
own name, to pursue this further and also to abandon it at any time.
d) The supplier shall claim the title of protectable
inventions made by its employees in executing
this contract in all cases by means of a declaration
against the inventor; the right to the invention is tobe assigned to MAHLE immediately.
e) If the Work Results are protected by copyrightsof the supplier, the supplier shall grant MAHLE, as
well as affiliated companies of MAHLE, the exclusive, non-remunerable, irrevocable, sublicenceable,transferable right, unlimited in terms of time, placeand content to use and exploit such Work Results as
desired, in any manner and free of charge. If Work
Results take the form of software the rights of use
and utilisation shall not be restricted to the object
code. MAHLE shall in particular have a claim for thesource code and documentation to be handed over.
MAHLE may demand the hand-over at any time,even during the implementation of the development
project.
f) The supplier (as well as companies affiliatedwith it) is and shall remain the owner of inventions
made before the start of the cooperation as well as
Industrial Property Rights applied for or granted forthem, as well as any copyrights, design rights andknow-how existing before the start of the cooperation (hereafter ”Existing Property Rights”).
g) If Existing Property Rights are necessary for theutilisation or further development of development
results, MAHLE shall be granted their non-remunerable, non-exclusive, sublicenceable, transferable
and irrevocable right of utilisation unlimited in termsof time and place.
h) If, in the context of the services the supplier isrequired to perform, the supplier calls in subcontractor, the supplier shall undertake to ensure by meansof suitable contractual agreements that MAHLE is
granted the property and utilisation rights accordedby the regulation expressed in this Item 15.

of one of the other party’s competitors on account of a change in its equity holders or shareholders.
f) In the case of the cancellation or other termination of a contract, the supplier shall return MAHLE
Property and MAHLE Documents (cf. Item 13 b)) as
well as all other items made avail-able by MAHLE,
including all drawings and other documents, devices and tools.

17. Cancellation/Rescission ofOrders/Contracts
18. Other Provisionsa) If one party to the contract stops payments or an
application is made to open insolvency proceedings
against the party’s assets, the other party shall beentitled to withdraw from the contract on account of
the unfulfilled parts of the contract.
b) In the case of long-term contracts concerning
the delivery of Goods the provisions in lit. c) – e)shall apply with regard to their validity period andtermination.
c) MAHLE shall be entitled to terminate such contracts in writing with a notice period of 6 months andthe supplier with a notice period of 9 months.
d) In cases where the customer of MAHLE cancels
or amends its order extraordinarily or without cause,
MAHLE shall be entitled, notwithstanding its right toterminate the contract in accordance with Item 17 c),
to agree mutually another arrangement with the supplier that takes account of these circumstances. Unless otherwise agreed the following degrees of bindingness shall then apply:(i) The quantity determined for the month following the order (month 1) shall be deemed bindingly
authorized.
(ii) The quantity ordered for the next month(month 2) shall entitle the supplier to procure
feedstock. If this quantity is later not taken by
MAHLE, the supplier shall be entitled to in-voice
MAHLE for the feedstock, whereby MAHLE may
demand delivery of the feed-stock.
Quantities manufactured in excess of this and procured materials shall be exclusively at the supplier’s
risk and to the supplier’s account.
e) Each party shall have the right to terminate a contract for good cause at any time without notice. The
following cases in particular represent good cause:(i) Cessation of payment on the part of one party,
the opening of insolvency proceedings against
the assets of one party or its rejection on the
grounds of the absence of assets, or the liquidation of one of the parties;(ii) Infringement of important contractual obligations; in the case of an infringement that can be
remedied, however, only after the innocent party
has called upon the other party in writing to remedy the infringement, has warned the party of theimpending termination for good cause and has
granted a reasonable period of grace of at least
four weeks that has expired without outcome;(iii) One party comes under the dominant controla) If one of the above provisions is or becomes invalid or unenforceable, the legal validity of the remaining provisions shall not be affected. In place of
the invalid or unenforceable provision, a provision
shall be deemed to have been agreed which comesas close as possible in legal terms to that which theparties to the contract required according to theoriginal meaning and purpose of the in-effective or
unenforceable provision. This shall also apply to any
loopholes in the contract.
b) Without the prior written approval of MAHLE thesupplier shall not assign or transfer any order or thecontract, either in whole or in part.
c) The supplier shall not employ one or more subcontractors to fulfill an order or part of an order without the prior written approval of MAHLE.
19. Place of Performance, Applicable Law,
Place of Jurisdictiona) The place of performance for the supplier’s delivery obligations shall be the place of receipt or utilisation specified by MAHLE. The place of performancefor MAHLE’s payment obligations shall be the head
office of MAHLE.
b) The law of the Republic of India exclusively
shall apply to this contract. The Vienna UN
Convention on the International Sale of Goods(CISG) shall not apply.
c) The place of jurisdiction for all disputes arisingfrom the business relationship between the parties
to the contract shall be Pune,India. MAHLE shall fu
thermore have the right at its discretion to take action against the supplier at the latter’s general placeof jurisdiction.

Status: June, 2018

© MAHLE, 20185