GENERAL PURCHASE CONDITIONS
The following General Conditions are considered by the NIDEC GA group as the governing document for
any and all supplies of Products or Services contracted between one of its composing entities and the
supplier, duly qualified in the act of registration of access to the NIDEC GA Supplier Portal and/or
identified in the Supplier Registration Form - Form A. The Supplier acknowledges and accepts these
conditions, being the essential element by meaning of which NIDEC GA intends to enter into acommercial relationship with the Supplier.
1. DEFINITIONSIn these General Purchase Conditions, the following terms shall have been intended as having thefollowing meaning:a) “Products” and/or “Services” shall mean any material, components, goods, equipment, part, service
and other item to be provided by the Supplier to NIDEC GA;b) “General Conditions” or “Conditions” means the General Purchase Conditions issued by NIDEC GA
Group;c) “Purchase Order” or “PO” means the completed purchase order document issued by NIDEC GA
together with any documents referred to;d) “Supplier” means a person, firm or company named in the PO;e) “NIDEC GA” means one, or more, individually or jointly considered, of the affiliated entities of NIDEC
GA Group, a division of Nidec Corporation;f) “Scheduling Agreement” means a long-term open order specifying in particular agreed commercial
conditions determining the supplies and stating mainly (i) indicative volumes which will not set or
constitute any right upon the Parties or third parties, (ii) fixed prices binding between the Parties, unlessotherwise expressly agreed;g) “Release/Delivery Schedule” means the schedule of deliveries of individual Products on the basis of
the Scheduling Agreement and in accordance with its conditions with a precise specification of thequantity and date of delivery, unless otherwise expressly agreed;h) “Supplier Portal” means the electronic tool used by some NIDEC GA entities to manage most parts,
such as, but not limited to, registrations; consents; quotations; bids; etc, of its commercial relationshipwith Suppliers;i)“Form A” means a registration form used by NIDEC GA to collect initial information as well as
consent from Supplier from time to time;j) “Purchasing Documents” means the set of documents that, jointly, may govern the relationshipbetween the Parties, be it a PO; a Scheduling Agreement; a Release Schedule, etc.
2. APPLICABILITY
The General Conditions are considered as the ruling document of each commercial relationship between
NIDEC GA and the Supplier, whether attached or expressly referred to in a particular document or not. In
case of conflict between the provisions of the General Conditions and specific contract signed between
NIDEC GA and the Supplier, provisions of the specific contract prevail to provisions of the General
Conditions, unless otherwise resulted from, or expressly stated in these General Conditions or in such acontract.
3. ACCEPTANCE
The written and/or electronic confirmation given by the Supplier in the moment it accesses NIDEC GA
Supplier Portal and/or its signature on the Form A, at the beginning of the relationship between NIDEC
GA and Supplier or later on and/or the acceptance and execution of the Scheduling Documents,
represents the full and irreversible acceptance of these General Conditions by the Supplier, not been valid
any other terms or conditions presented by Supplier and not explicitly accepted by NIDEC GA.
4. NIDEC GA PURCHASE COMMITMENTNIDEC GA will purchase Products and/or Services in the quantity or amount expressly agreed in thePurchase Order or in the quantity indicated in the firm period of a Release/Delivery Schedule based on
the Scheduling Agreement. The acceptance of each Scheduling Agreement for each year is considered asagreed and bound for both Parties once it is sent by NIDEC GA to the Supplier by email to Supplier´susual email address, unless it is objected to within 10 days from receipt.
5. PRICE AND OTHER COMMERCIAL TERMS
Supplier will provide the Products and/or Services at the price expressly agreed that is intended fixedunless different agreement between the Parties. Supplier warrants that the price for Products and/orServices including discounts and rebates, is no less favorable than those prices extended to any othercustomer of Supplier for the same or similar Products and/or Services in similar quantities.
Supplier warrants that its prices are complete, final and fix and that no additional charges of any typeshall be added without NIDEC GA´s prior written consent including, but not limited to charges forshipping, labeling, storage, cartage, insurance, taxes, brokerage fees, customs duties, and surcharges ofany type, packaging (including costs of acquisition, replacement and maintenance of packing units forproper accommodation, handling, moving and warehousing, freight cost related to the return of theempty packing units), costs related to rights and other expenses in connection with patents, trademarks,
manufacturing process and use of products and its spare parts, works, components, materials, rewards
and costs, construction and manufacturing of components of products, insurance up to price of products,
all transport costs of delivery to NIDEC GA, assistance by loading and unloading, storing, installation andassembly with all parts and components of products at NIDEC GA, staff training, including all transport,
accommodation, nutrition and all other necessary costs of persons taking a part on performance of
products, technical documentation and all other required, offered and/or agreed items.
The price of Products and/or Services will be paid by NIDEC GA, subject to the receipt of a due invoice,according to the payment terms expressly written on the PO.
Supplier agrees that NIDEC GA has the right to set off or recoup any indebtedness or obligations ofSupplier to NIDEC GA, or other claim which NIDEC GA may have against Supplier under these purchaseconditions or other agreement.
In case there is a debit/credit account between the Parties, eventual existing credit balance in favour of
the Supplier will be used to set off and reimburse NIDEC GA’s evidenced losses originated by the
Supplier’s default.
In case the Supplier or NIDEC GA expresses interest to change the agreed-upon price of the Products
and/or Services, the Parties shall enter into negotiations with good will to reach an agreement. Until thisagreement is reached, the original price of the Product is effective.
Any intention to assign credits arising from this General Conditions by the Supplier to third parties may
only occur after prior and express written authorization from NIDEC GA.
If there is any NIDEC GA’s advance of values to the Supplier and if it fully or partially discharges its
obligations to supply the Products and Services, the amounts paid by NIDEC GA shall be immediately
returned by the Supplier, with interest of 1% (one percent) per month, from the date of payment to thedate of effective return, pro rata temporis, without prejudice to the other legal remedies in favor of
NIDEC GA provided for in these General Conditions and/or by law.
6. DELIVERY
The conditions of delivery of the Products or Services are those indicated in the respective PO. The
Supplier agrees that the fulfillment of the deadlines is essential in the activity developed by NIDEC GA
and, for this reason, assumes responsibility for the timely delivery of the Products in the quantity andquality specified by NIDEC GA in the PO or on the timely and correct delivery of the Services, underpenalty of having to reimburse and indemnify NIDEC GA for the losses suffered. In addition, if the
Supplier identifies that it cannot meet the agreed deadlines, it must a) supply through third parties
without charging any extra costs, provided that it has been previously authorized by NIDEC GA,
remaining in this case fully responsible for the supply by such third party, or, b) communicate to NIDEC
GA in advance, so as to enable the parties to establish a plan of action comparable to the needs.
Unless defined in a different written agreement between the Parties, transportations, transfers of therisks, costs, insurances and expenses shall be ruled according to INCOTERMS® 2020.
In case the Supplier delivers the Products and/or Services in delay (after the fixed delivery date provided
in the Purchase Order), this fact will automatically give NIDEC GA the right to, and save however any
further damage claim: a) postpone the payment of the respective invoice issued by the Supplierconsidering a duration of time equal to the length of delay performed by the Supplier, independently ofthe maturity date; b) charge the Supplier with a penalty in the amount of 0,5% per day of the value of
Products and/or Services to be delivered within the maximum amount of 10%; and c) terminate theagreement when the penalty reaches maximum amount and/or the delay causes slowdown or a
shutdown of NIDEC GA manufacturing and/or operation activity. In case the Supplier delivers the
Products in advance (before the fixed delivery date provided in the Purchase Order) this fact will notdemand NIDEC GA to pay also in advance the respective invoice.
The Supplier warrants that the packaging used to move the Product is adequate for its safety and correct
accommodation, allowing the Product to arrive at the destination specified in the Scheduling Agreement
or in the Purchase Order under conditions compliant with the specifications of the Product (according to
the Article 8 of this Conditions). Otherwise, NIDEC GA reserves the right to reject such Product lot,
without any additional costs to NIDEC GA.

7. AMENDMENTS
NIDEC GA may, at any time, amend the specific conditions for the acquisition of Products or Services,
including, but not limited to, technical specifications, deadline, place of delivery, form of transport, among
other requirements. In this case, if the Supplier's costs are materially affected as a result of the change
intended by NIDEC GA, the Supplier shall communicate this fact within a maximum of 30 (thirty) calendar
days from the request for change by NIDEC GA, so that the parties can negotiate the appropriate priceadjustments and/or other terms and conditions.
NIDEC GA shall be entitled to cancel any PO in whole or in part by giving notice to the Supplier at any
time. In this case NIDEC GA shall be liable to pay to the Supplier fair and reasonable compensation forwork-in-progress at the time of cancellation, but such compensation shall not include loss of anticipatedprofits or any consequential loss.
8. SPECIFICATION OF THE PRODUCTS
For the Products produced according to NIDEC GA’s technical specification or tailor made for NIDEC GA,
the source of the technical specification shall be the drawing documentation, technical conditions, orother form of construction-technological documentation provided to the Supplier by NIDEC GA in a
written and/or electronic form. Individual Products are indicated with the respective code of NIDEC GA,
which is used in further identifications (such as orders, supplies and the like).
For the Products produced according to national or international technical standards, the sources of thetechnical specification are the respective technical standards. The Supplier is obliged to strictly follow
such standards. These Products are indicated according to the respective technical standard (or to thenumbering of NIDEC GA). The identification is used in further identifications (such as orders, supplies andthe like).
Ensuring the compliance with the respective technical specification, according to the agreed-upon quality
standard, is the exclusive responsibility of the Supplier. All delivered Products must fulfill relevant
standards defined by the applicable legislation.
The Supplier is responsible to carry out all examinations and tests of the respective Products according to
the specification and is exclusively responsible for the Products being compliant with the respective
requirements (standards). The specification comprises also the control and test regulations for theassessment of compliance.
In order to prevent eventual impacts to the Specifications of the Products agreed by the Parties as well as
the supply of defective and/or inadequate Products which can generate damages to NIDEC GA’s
manufacturing processes or in the field, the Supplier obliges itself to require NIDEC GA previous
authorization, in due time, on any and all changes in the Products specifications, or in its manufacturing
processes, including changes of Supplier´s subcontractor Supplier is not allowed to assign the production
or other core business to third parties, unless explicitly authorized by NIDEC GA.
9. INSPECTIONS/TESTS
The payment of the price or the inspection or testing of the Products by NIDEC GA does not represent
NIDEC GA’s acceptance of the quality of the Products and does not release the Supplier of its obligations.
NIDEC GA may inspect the Products or Services and reject, in whole or in part, those that present
defects, non-conformity to the specifications or non-reliability. In case the Product is not compliant,
NIDEC GA shall be entitled to put the payment on hold, until the Supplier cures its default.
Rejected Products may be returned to Supplier at its expense and without prejudice to NIDEC GA's otherrights. NIDEC GA may charge Supplier for all expenses incurred in the inspection and return of the
Products.
If the Services provided by the Supplier do not comply with the conditions contained in the respective PO
or Scheduling Agreement or if they are found to be insufficient, negligent or defective, in whole or inpart, NIDEC GA may require the Supplier to correct or complete the Services, as the case may be,without prejudice to NIDEC GA’s right to seek compensation of any eventual damages.
NIDEC GA may, at any time, upon prior scheduling, inspect the Supplier's manufacturing facilities andreview and assist Supplier's manufacturing and testing procedures with respect to the Products supplied.
NIDEC GA will limit inspection only to areas related to the manufacture of the Products.
10. QUALITY AND WARRANTYThe Supplier is expected to comply with its obligations and deliver to NIDEC GA the correct quantity of
Products and/or Services ordered, free from defects that can affect the Product and/or Service use and incompliance with the technical and quality requirements of NIDEC GA. The Supplier represents that it issolely responsible for being compliant under all kinds of obligations provided in these Conditions, mainly
related to the good quality, consistency and safety of the Products and/or Services herein contracted.
The Supplier guarantees, for the below defined Term of Warranty, that all Products or Services: a) shallbe supplied or provided in accordance with applicable specifications, sample, designs, descriptions andstandards in force at NIDEC GA's approval and certification, and any change in the Products or Services
or in its execution/production process, shall be submitted to NIDEC GA for approval in a timely term prior
to the supply and/or delivery; b) shall be packaged, identified and labeled in an appropriate manner
and/or in accordance with the instructions provided by NIDEC GA; c) are new, subject to marketing,suitable for the purposes for which they are intended, safe and free from defects in raw material, laborand design; d) are manufactured and marketed in accordance with all applicable laws and regulations; e)shall have their property transferred to NIDEC GA free of charge, free of onus and encumbrances; f) do
not infringe any trademarks, patents or other intellectual property rights of any third party; g) shallcomply with NIDEC GA’s Restricted Materials List as indicated in the Technical Standard Specification
002420, samples, models, drawings, descriptions and standards; h) shall be manufactured, sold anddelivered in compliance with all relevant codes, laws and regulations including without limitation the
RoHS Directives and REACH Regulation in their legally effective updated versions.
Except in the cases that different periods are agreed in written by the Parties, the warranty period will be
the longest of the following deadlines: (i) if the Products are not incorporated into the products
manufactured by NIDEC GA, 18 (eighteen) months since the date of the beginning of the use of the
Products or the acceptance of the Products or Services, whichever occurs last, or (ii) if the Products areincorporated into the products manufactured by NIDEC GA, 18 (eighteen) months from the date theProducts are incorporated into the NIDEC GA’s product or the warranty period given by NIDEC GA to its
clients in the purchase of the products, whichever occurs last. Supplier can’t claim any type of limitation
to the warranties established herein in the event of a breach has been or will be previously established,
unless otherwise agreed by NIDEC GA in writing.
During the Warranty Period, the Supplier undertakes to repair, rework and rebuild, at its own expense,
any Products or Services that are defective, damaged or incorrect, including those in stock or in the field.
Any other quality agreements set forth by the parties are in addition to and do not replace or limit the
warranties hereunder or any other rights of NIDEC GA, as provided by law or the Conditions. All
warranties will remain valid upon inspection, testing, acceptance of the Products or Services and willsurvive termination of this Agreement. NIDEC GA is entitled to reduce the proportion of supply of
products and/or services from the Supplier related to any proven quality issues.
In addition, Supplier warrants that antidumping and countervailing duties do not apply to Products thatare sold or exported to NIDEC GA before the publication date of an antidumping or countervailing dutyorder applicable to the Products and Supplier agrees to reimburse NIDEC GA for all anti-dumping or
countervailing duties paid on imports of Products covered by this warranty in those cases.
The receipt of the Product and/or Service and/or following payment of invoices should not be deemed as
its acceptance. NIDEC GA reserves the right to check the Products and/or Services compliance, in termsof quality and quantity, both upon delivery of Product and/or Services at NIDEC GA plant and later,
during any step of the working cycle, but anyway, not later than what the applicable legislation of the
NIDEC GA entity acquiring the Products and/or Services allows, unless sooner than 30 (thirty) days fromthe date on which the defect has been discovered, which will be the minimum period.
10.1. SPECIFIC PROVISIONS ON PRODUCTS
In case non-compliance of the Product or its production with the specifications of the Product is found in
the supplied Product during the warranty period specified herein, the Supplier, save the indemnificationof further / additional damages and according to NIDEC GA choice, undertakes:a) to substitute, and/or correct, and/or rework, and/or redo exclusively on its account thenonconforming Product (according to the nature and frequency of the non-compliance, also the whole
Product lot); and/orb) to reimburse the costs of the correction or reworking of the nonconform Product, in rule, but not
obligatorily, via debit note in case NIDEC GA should decide to fix it by itself, independently of the
Supplier, and/orc) to collect the nonconform Product within 7 (seven) calendar days from the written notice issued by
NIDEC GA. In this case the Supplier won’t be entitled to claim any payment and/or indemnification forthe same Product. In case Supplier should not collect the nonconform Product within 7 (seven) days fromthe written notice, NIDEC GA shall ship the nonconform Product to the Supplier and Supplier shallindemnify and hold harmless to NIDEC GA from any expense resulting from such operation. In case there
is a debit / credit account between the Parties, eventual existing credit balance in favor of the Supplier
will be used, but not limited to, to compensate and reimburse NIDEC GA’s evidenced losses originated by
Supplier default. In any of the above listed cases, NIDEC GA will issue a written notice stating the choicemade: the Supplier shall be obliged to act in compliance to such choice. Whatever option shall be applied,
no additional costs shall be borne by NIDEC GA.
In case it is necessary to trace and/or rework lots of supplied Product at NIDEC GA’s site, Supplier will be
responsible for the supply of qualified human and Product resources necessary and in due time toperform the work, so as not to impair NIDEC GA’s manufacturing standards. Civil and labor liabilities

related to above mentioned human resources will be solely borne by the Supplier . Any and all expenses
incurred by NIDEC GA due to the work mentioned shall be reimbursed by the Supplier.
10.2. SPECIFIC PROVISIONS ON SERVICESThe Supplier undertakes the obligation to render the Services contracted observing high quality standards
demanded by technical specifications applicable to the scope of the Services, as well as to employ duly
qualified personnel to carry out the Services. In case the Services are rendered without taking into
consideration the quality standards demanded by NIDEC GA, Supplier shall make the Services over again
without charging any additional costs whatsoever from NIDEC GA.
The Supplier has the overall and exclusive technical responsibility for the Services contracted, being liable
for their quality, reliability, accuracy and safety standards, according to the provisions of the prevailing
legislation.
Unless otherwise expressly agreed in a contract or in other binding document, in case the Supplier fails to
be compliant with any of the obligations related to the rendering of the Services, NIDEC GA will beentitled to charge the Supplier with a fine in an amount corresponding to 10% (ten per cent) of the total
value of the 3 (three) latest invoices or of highest monthly turnover in the latest 12 twelve months,
whichever is higher. This penalty will not affect NIDEC GA’s right to claim for damages (manufacture
stoppage, lost profit, etc.) and/or further responsibilities.
11. INSURANCE
Unless otherwise negotiated by the Parties expressly in the Purchasing Documents, the Supplier shall, at
its own expense, provide the following insurances, with sufficient coverage and compatible with the
Supply made, informing the respective certificates of insurance issued by the relevant insurance company
upon request to NIDEC GA:a) All risks;b) General Civil liability (motor-vehicles included if relevant for the execution of the supply); ;c) Other insurance that is necessary due to the nature and degree of risk of the supply.
12. LIABILITY AND INDEMNIFICATIONThe Supplier shall protect, defend (upon request in this case) and indemnify NIDEC GA, its parent
companies, affiliates and subsidiaries, as well as their successors, assignees, agents, representatives,
employees and consumers, with respect to any and all judicial or extrajudicial claims (including attorney's
fees and amounts paid in agreements) arising from a) actual or alleged infringement of trademarks,
patents or other intellectual property rights or competition rules, incurred in the manufacture and/orcommercialization of the Products or Services; b) material and/or personal losses or damages caused to
NIDEC GA or third parties, including rework or recall costs, arising from: (i) defects, non-compliance withspecifications, failures and/or non-liability of the Products or Services; (ii) breach of warranty or any otherduty arising from this Agreement by the Supplier; (iii) delayed delivery of Products or (iv) violation ofrules, laws or regulations by the Supplier.
13. LIMITATIONS OF DAMAGESNIDEC GA will not be liable to Supplier for indirect, special, consequential, incidental, punitive or
exemplary damages (including lost profit), even arising out of supply’s termination and/or PO
cancellation. NIDEC GA will not agree on limitations of Supplier’s liabilities, unless expressly agreed
between the parties in written.
14. CONSUMER PRODUCTS SAFETY
The Supplier shall immediately notify NIDEC GA in writing if it identifies any Products or Services: (a) notcomplying with or failing to comply with any applicable environmental or product safety standards; (b)have any defect that could create a risk of injury or injury to users and/or oblige NIDEC GA to advise
them of the existence of such defect; or (c) contain or have been produced or supplied with the use ofany substance (i) that is or will be specified in law or regulation, national or international, as hazardous tohealth or the environment, or (ii) creates to any of the Parties, by law or regulation, national orinternational, the obligation to warn users about the use of such substance. In particular, all Products
and/or Services must be compliant with all relevant applicable legislation regarding Hazardous
Substances (“HS”), including but not limited to the RoHS Directives, REACH Regulation and CLP
Regulation, in their legally effective updated versions.
Without any prejudice to the foregoing, the Supplier shall submit to NIDEC GA, at any time, any
clarifications and technical information that may be requested by NIDEC GA concerning the Products orServices provided.
15.

ENVIRONMENTAL, HEALTH AND WORK PROTECTION

The Supplier acknowledges that NIDEC GA follows Environmental Managements Systems according to thefollowing International standard rules: UNI EN ISO 9001, UNI EN ISO 14001, IECQ HSPM QC080000, ISO
45001 whereupon the Supplier undertakes to follow all requirements provided by the laws and by NIDEC
GA rules, when applicable, related to prevention and protection of environment, health and safety, as but
not limited to: (i) prevent contamination of water/atmosphere/other element of environment; (ii) grantreliable waste management; (iii) notice NIDEC GA about any emergency and/or hazardous situation
affecting Environment and / or human health connected or somehow linked to NIDEC GA activities; (iv)eliminate environment contamination in NIDEC GA’s area originated by the fault and/or negligence of the
Supplier on his own costs; (v) involve in the Services supply qualified and trained persons in accordance
to actual laws; (vi) always avoid and/or prevent any damages to the safety of employees and other third
parties involved and to NIDEC GA´s property; (vii) provide to Supplier’s employees adequate trainings
about NIDEC GA’s health and safety requirements and/or rules before starting to provide Services. (viii)
comply with all agreed safety rules and procedures set forth in the Internal Health and Safety Training;(ix) assumes full responsibility for compliance with the conditions of occupational safety and healthprotection in the assigned workplace a) if he works on it himself without interaction with NIDEC GA
employees; b) in the case of work at a joint workplace of several suppliers or in cooperation with NIDEC
GA’s employees, unless agreed otherwise in specific written agreement on working conditions withregard to health and safety at the joint workplace with NIDEC GA.
In case of any breach or non-compliance of the Supplier with any obligation or responsibility set up in this
Article, the Supplier will be subject to the payment of a contractual penalty in the amount equivalent to
US$ 5.000,00 (five thousand US dollars) for each breach. This penalty will not affect NIDEC GA’s right toclaim for damages and/or further responsibilities.
16. TOOLING
If in the scope of the relationship between NIDEC GA and the Supplier is included the development,
adaptation, manufacture, installation or provision of molds, tools or other machines and equipment("Tooling"), the Supplier shall, upon NIDEC GA's request and after completion of development, submit
the drawings and specifications of the Tooling for prior review and approval by NIDEC GA. The Suppliershall not begin to manufacture the Tooling until it receives written authorization from NIDEC GA in thisregard. The payment for the Tooling, when under NIDEC GA's responsibility, will be made only after the
Supplier installs tests and demonstrates that the Tooling meets the applicable specifications (start-up).
The Tooling itself, the Drawings of the Tooling developed for NIDEC GA, its spare parts and othermaterials necessary for its use ("Tooling and Accessories") supplied to NIDEC GA and paid by NIDEC GA(including Tools paid through amortization in Products or Services), even if assigned to the Supplier on alending basis, are the exclusive property of NIDEC GA, and the Supplier must comply with all legal
requirements and NIDEC GA's specifications regarding its use, maintenance, storage and transportation.
All Tooling and Accessories shall be identified as NIDEC GA's property and shall be used only for the
manufacture of Products or employment in services intended for NIDEC GA.
It is already agreed that the Tooling must be used by the Supplier solely and exclusively for the service of
NIDEC GA. In case of termination of the Contract for any of the reasons listed in these Conditions or bymeans of NIDEC GA's filing herein, the Supplier shall, at its exclusive expense, immediately return the
Tooling to NIDEC GA.
NIDEC GA may also inspect and inventory such Tooling or other property at any time; moreover, upon
NIDEC GA’s request, the Supplier shall place a label indicating NIDEC GA property and/or asset number
on the tool. Supplier agrees not to sell or otherwise dispose of parts, Products, or Tooling without NIDEC
GA´s written consent and without first removing NIDEC GA´s identification or trademarks.
Upon NIDEC GA’s request, supplier shall properly prepare Tooling and other property for shipment anddelivery directly to NIDEC GA or other location specified by NIDEC GA, or at NIDEC GA’s option, allows
NIDEC GA to access to the Supplier’s premises for the purposes of removing the Tooling and otherproperty. The Tooling and other property shall be returned in the same condition as originally received by
Supplier. Supplier agrees to execute NIDEC GA´s standard tooling agreement upon NIDEC GA´s request
and further agrees that NIDEC GA may file any financing statement or other documents to protect NIDEC
GA’s interest in the Tooling and other property. Supplier shall not include NIDEC GA’s Tooling or otherproperty as any collateral, loan or pledge and waives all statutory and other liens.
The Supplier should carry out the maintenance necessary for the operations of the equipment under freeloan. The Supplier is obliged to notify NIDEC GA without delay about each and any need of intervention
on the Tooling which may affect quality of Product. The Supplier is obliged to notify NIDEC GA on aregular basis about life expectancy of the tooling. This provision applies unless there is a specific Tooling
Agreement in place between NIDEC GA and the Supplier.
17. LACK OF BONDING
This Agreement does not constitute either Party as a representative, agent, employee or attorney of theother Party. Any and all charges of a fiscal, social, labor or social security nature that are due directly or
indirectly from the supply of the Products or Services shall be the sole responsibility of the Supplier,without any solidarity or duty of reimbursement from NIDEC GA.
The Supplier shall provide to NIDEC GA, if and when requested by it, a certified copy of the documents
proving its fiscal, labor, social security, and other regularity, within the period stipulated by NIDEC GA fordelivery.
18. PROVISION OF SERVICES IN NIDEC GA'S INSTALLATIONSWhen applicable, the Supplier shall submit to NIDEC GA a list of its employees who will have access to
NIDEC GA's facilities for the provision of the Services, as well as to ensure that these employees follow
the standards and conduct procedures adopted by NIDEC GA, including internal policies and Code of
Conduct, under penalty of being liable for the payment to NIDEC GA of any losses arising from damages
its employees may cause, voluntarily or involuntarily, to NIDEC GA's facilities and employees or third
parties, to the limit of its involvement. The Supplier shall deliver and be responsible for the use by its
employees of the Personal Protection Equipment ("PPE") and Collective Protection Equipment ("CPE"), as
well as annually deliver to NIDEC GA all the documentation related to the health and safety of its
employees as well as mandatory trainings established in the applicable legislation.
The Supplier shall notify NIDEC GA of any work-related accidents within a maximum period of 24(twenty-four) hours, as well as the competent authorities, when applicable. The Supplier shall requestthat the competent authority investigates all the occurrences of serious and fatal accidents with legal
repercussions.
In cases where the Supplier employs foreign labor to carry out any service contracted by NIDEC GA, for
execution in its premises or not, the Supplier shall undertake to submit to NIDEC GA, prior to thebeginning of the services, due visas or work permits for foreigners, necessary for the regular execution of
the services in the country, according to the legislation in force.
19. LABOR OBLIGATIONSThe Supplier assumes, for all legal purposes, that it is the sole employer of the employees it employs,
being responsible for all labor, civil, tax and social security charges, in relation to his employees,
contractors, agents or designated partners for the supply of the Products or execution of the contracted
services, including: salaries, indemnities, prior notice, holidays, labor accidents, insurance and others, aswell as for the payment of all federal, state, municipal and existing or that may be created during theterm of the relationship between the Supplier and NIDEC GA.
The Supplier shall, in and out of court, exempt and indemnify NIDEC GA to the fullest extent permitted
by law, directly or on the way of return, as the case may be, bearing all costs, expenses, legal fees(contractual and loss), damages, damaging effects, among others that may arise from the claim or
demand, whether labor related or not, by their employees, contractors, agents or partners, within 10(ten) days counted from the receipt of notification to that effect. Such obligation shall subsist, even if by
judicial decision, NIDEC GA shall be declared jointly or subsidiarily liable for the payment of such charges.
20. INSPECTION
NIDEC GA has the right to conduct a periodic inspection to verify the compliance with its obligations,
including related to labor, occupational health and safety, CTPAT among others. If during the inspection
NIDEC GA detects situations that are not in conformity with the obligations assumed by the supplier
and/or with the applicable laws, NIDEC GA may determine the immediate stoppage of the supply orservice for the period necessary, as well as the fulfillment of NIDEC GA's requirements within 24 (twentyfour) hours for correcting irregularities.
If the supplier does not regularize the non conformity situation within the time limit set forth above,
NIDEC GA reserves the right to terminate the supply or the services regulated by these General
Conditions of Supply and any other contracts in force between NIDEC GA and the supplier, in the sole
discretion of NIDEC GA, in addition to losses and damages.
The right of inspection exercised by NIDEC GA does not exempt or diminish the liability of the Supplier
for any damages caused to third parties and/or NIDEC GA itself, due to defects and/or the inefficiency ofthe supply or services.
21. INTELLECTUAL PROPERTY
The supplier declares and guarantees that the intellectual property employed in any of its activities, aswell as in the services and/or products covered in this General Purchase Conditions, (i) is its soleproperty; (ii) is licensed to the supplier; or (iii) is legally in the public domain. The supplier declares andagrees that any and all intellectual property resulting from research and/or development activities related
to the execution of the supply or services by the supplier with or without NIDEC GA's contribution shallbelong exclusively to NIDEC GA. The supplier undertakes to obtain all licenses and authorizations, as well

as to ensure that his personnel allocated in the execution of the supply or services sign any and all
documents necessary to ensure the intellectual property of NIDEC GA.
The acceptance of this General Purchase Conditions does not guarantee to the supplier any authorization
to mention, disclose or otherwise use the business name (or any part thereof), products, corporate
information or trademarks of NIDEC GA, without the prior and express authorization thereof, duly
formalized in writing.
22.

CONFIDENTIALITY

NIDEC GA and the Supplier acknowledge and agree that any and all information exchanged between
them, by any means, throughout the term of their relationship constitutes the confidential information("Confidential Information"). Such information, disclosed by any means, and regardless of whether or not
it is marked as confidential, private, or restricted, shall be held as confidential by the other party. NIDEC
GA and the Supplier agree to disclose the Confidential Information only to those employees who need to
be aware of their activities, to use the same level of care that they use with their own confidential
information at all times, using, in any way, the all of the reasonable care possible to maintainconfidentiality of Confidential Information. It will not be considered as conﬁdential information that a) thereceiving party can prove, at the time of receipt, that it was already of his/her knowledge before
receiving it from the other party; b) is or becomes public by act that does not fall under the intent or
guilt of the party receiving the information; c) has been disclosed by express written permission of theholder of the information; or d) has been disclosed pursuant to the requirement or request of agovernmental agency, a court or administrative subpoena or an order or other legal process or
requirement of law so long as it shall: (i) the disclosing party first notifies the other of such request or
requirement; (ii) in the case of a required disclosure, furnish only such portion of the Confidential
Information as it is advised in writing by counsel that it is legally required to disclose; and (iii) cooperatewith the non disclosing party in its efforts to obtain an order or other reliable assurance that confidential
treatment will be accorded to that portion of the Confidential Information that is required to be disclosed.
Within 15 (fifteen) days after the termination or expiration of the relationship between the Parties or after
written request of NIDEC GA, the Supplier shall promptly: (i) return all Confidential Information of NIDEC
GA and all copies thereof or (ii) destroy all of its files, and memoranda prepared based on NIDEC GA’s
Confidential Information; and (iii) provide to NIDEC GA a written certification that all such informationand materials have been returned or destroyed. Notwithstanding the foregoing, Supplier may retain
archival copies of the NIDEC GA’s Confidential Information in accordance with policies and procedures
designed to comply with legal, regulatory and professional requirements, and solely to demonstratecompliance therewith.
23. PERSONAL DATA PROTECTION AND TREATMENTNIDEC GA informs Supplier that all personal data that NIDEC GA knows or of which NIDEC GA will beaware for any reasons related to these Conditions or any other relationship with the Supplier, will betreated exclusively - even when transmitted to third parties - for accounting and administrative purposesconnected with PO, supply agreement or different contractual obligations. The data will be included in
paper and electronic files and processed by electronic means (i.e. PCs) and only professionals, in chargeof processing or however under an obligation of confidentiality may access them. Organizational safetymeasures have been adopted in order to prevent unauthorized access or unintentional loss and/or
destruction of data, including the creation of back-ups.
If the scope of the relationship between NIDEC GA and the Supplier involves, in any way, even if
accessory, the processing of personal data (here understood as any information related to the natural
person identified or identifiable) the Parties shall perform said treatment based on the principles
contained in the applicable legislation, when applicable, such as, but not limited to, the General Data
Protection Act (Law 13709/2018); General Regulation on Data Protection of the European Union (EURegulation 2016/679); among others, as well as the following premises.
Each Party is a separate controller in respect of the personal data they process and shall independently
determine the purposes and means of such processing.
NIDEC GA and Supplier acknowledge and confirm that they will observe all applicable requirements ofdata protection Laws and will, on request, provide the other at its own expense with reasonableassistance, information and cooperation to ensure compliance with the respective obligations under dataprotection Laws.
In regard with the personal data treatment, each Party acknowledges, confirms and represents for its
own part that, as a controller of personal data: a) all personal data collected or sourced by it or on its
behalf for processing in connection with the supply of the Products or performance of the Services shallcomply with and have been collected or otherwise obtained in compliance with applicable data protection

Laws; b) all instructions given in respect with personal data treatment shall be in accordance withapplicable data Laws.
If the Supplier becomes aware of a personal data breach related to the supply of the Products or theproviding of the services, it shall notify NIDEC GA without undue delay, and shall also co-operate with
NIDEC GA, to the extent reasonably requested, with actions to mitigate the damage caused by thebreach as well as sending any notifications to authorities and government bodies responsible by dataprotection.
In the event of such a breach, Supplier shall fully and immediately comply with applicable laws, and shalltake the appropriate steps to remedy such Breach, as well as to defend, indemnify and hold NIDEC GA,
its Affiliates, and their respective officers, directors, employees and agents, harmless from and against
any and all claims, suits, causes of action, liability, loss, costs and damages, including reasonable
attorney fees, arising out of or relating to any third party claim arising from breach by Supplier of its
obligations regarding a Breach of Personal Data, except to the extent resulting from the acts or omissionsof NIDEC GA.
24. VALIDITY AND TERMINATION
Unless a time limit is stipulated in the PO or in a Scheduling Agreement, these General Conditions shallbe valid by an indeterminate period of time, counted from the date of commencement of the relationshipbetween the parties.
NIDEC GA may immediately terminate without notice and automatically any PO or release for cause in
the event of any default by supplier. Defaults include, but are not limited to: (i) late delivery; (ii) deliveryof Products and/or Services that are defective or that do not conform to these Conditions and othercontractual documents to whom these Conditions are directly or indirectly referred to; (iii) failure uponrequest to provide NIDEC GA with reasonable assurances of future performance; (iv) Products and/or
Services become subject to antidumping or countervailing duty order; or (v) failure to comply with NIDEC
GA’s Supplier Code of Conduct (vi) substantial breach of these Conditions or the contract with NIDEC GA.
Additionally, NIDEC GA may cancel any PO in the event of Supplier’s insolvency, filing of bankruptcy,
assignment for creditors, appointment of a receiver, or inability of supplier to pay debts as they matureor become due. If there is a termination for cause, NIDEC GA shall not be liable to Supplier for any
amount, and Supplier shall be liable to NIDEC GA for all damages sustained because of Supplier’s breachor default.
IN such a case however the Supplier shall be subject to a non-compensatory fine in an amountcorresponding to 10% (ten per cent) of the total value of the 3 (three) latest invoices or of highestmonthly turnover in the latest 12 (twelve) months, whichever is higher in cases of:a) Total or partial shutdown of the development and/or supply or rendering of services, of the
Supplier's responsibility;b)
Violation of NIDEC GA's procedures and safety, hygiene and environmental standards and/or any
other internal standard and/or specific legislation;c) Breach of an obligation exclusively by the Supplier, not regularized by the Supplier within ten (10)days from the filing by NIDEC GA or within a period agreed upon by the Parties.
NIDEC GA may as well terminate its relationship with Supplier, at any time and without cause, by given awritten notification with the minimum advance provided for in the PO or, if there is no express forecast,with a minimum advance of 30 (thirty) calendar days (this period hereinafter referred to as "Phase-out").
In case the Supplier informs the partial or total discontinuance of the supply or services in relation to
NIDEC GA the minimum notice period must be of 90 (ninety) calendar days. During the Phase-out period,
the Supplier agrees that it will cooperate and make every effort to minimize the adverse effects oftermination to NIDEC GA.
25. ASSIGNMENTThe Supplier may not assign any of its rights or obligations arising from its relationship with NIDEC GA,
except by written approval of NIDEC GA accordingly.
26. SPARE PARTS
If the supplier's obligations will include the supply of parts or other components for line and spare supply(items contained in the finished products of the NIDEC GA portfolio), the supplier guarantees to remainable to provide to NIDEC GA Spare parts for the period of 10 (ten) years from the last purchase made forthe assembly line. The price of spare parts should follow the last purchase price of the material for theassembly line, with readjustments subsequently negotiated based on inflation indicators. In the case of
supply of parts for the exclusive use of NIDEC GA, as per negotiated between the parties or when the
goods are developed using the technical specifications, drawings, know how, etc of NIDEC GA, theSupplier hereby guarantees that the supply of such parts will be made exclusively to NIDEC GA, and theSupplier hereby undertakes not to sell, directly or indirectly, the parts with its mark in the market ofspare parts. In the case of an NIDEC GA's exclusive consumption item the Supplier is also obliged not toprint its mark on the supplied parts. If requested by NIDEC GA, the supplier shall print the NIDEC GA
Supplier registration code on the parts.
27. INVESTMENTS
The Supplier declares that it has the necessary means to supply the Products or Services and also
acknowledges that any investment that it may make, any cost or expense incurred by him in acquiring
real estate, vehicles, machinery or equipment, and any improvements thereto or any other asset, hasbeen and will be at his sole expense and is part of the risk of Supplier's business activity. The parties
hereby agree that the Supplier shall not be entitled to submit any claim against NIDEC GA for the
reimbursement of such investments, costs, expenses or improvements, unless previously and expressly
agreed in writing by NIDEC GA based on an investment plan approved by both parties.
28. FORCE MAJEURE
Delay or failure to fulfill the obligations of a party shall not constitute default if it arises from an act of
God or force majeure, which shall be notified no later than 48 (forty eight) hours from the event in order
to be classified as such. For the purposes of these general conditions, lack of raw material or strike ofSupplier’s employees will not be considered events of fortuitous case or force majeure. If the event of an
Act of God or force majeure lasts for more than thirty (30) days, the injured party may terminate therelationship without incurring any penalties.
29. WAIVER
The tolerance of either party in relation to any breach of these General Conditions by the other party
shall not constitute any modification, novation or waiver of any right or privilege. Any changes to these
General conditions, PO or Scheduling Agreements will only be valid if formalized in writing between theparties. In the event of a conflict between the General conditions, a specific PO or a Scheduling
Agreement, the following documents shall prevail: 1) General Conditions; 2) PO; 3) Scheduling
Agreement.
30. APPLICABLE LAW AND DISPUTE SETTLEMENT
In the event a dispute between NIDEC GA and the Supplier arises out of or in connection with thepresent Conditions and/or with the contractual relationship herein referred, the matter shall be resolved
by friendly negotiation between the Parties.
If the dispute is not resolved by friendly negotiations within 60 (sixty) calendar days after thecommencement of such negotiations, then any dispute arising out of or in connection with the present
Conditions and/or with the contractual relationship herein referred, shall be finally settled by following the
below rules, depending on the location of the NIDEC GA entity that is involved in the dispute:a) For the entities located in the Asia Region: Arbitration Tribunal, following the rules of the China
International Economic and Trade Arbitration Commission (“CIETAC”) taking place in Beijing;b) For the entities located in Mexico: The courts of Monterrey according to Mexican laws;c) For the entities located in the USA: Arbitration Tribunal, following the rules of Arbitration of theInternational Chamber of Commerce (ICC), taking place in Atlanta;d) For the entities located in the South America Region: Arbitration Tribunal, following the rules ofArbitration of the International Chamber of Commerce (ICC), taking place in Sao Paulo;e) For the entities located in the EMEA region (such as Italy, Slovakia, Austria, Russia and Romania):
Arbitration Tribunal, following the rules of Arbitration of the International Chamber of Commerce (ICC)
and taking place in Milan.
30.1. SPECIFIC RULES APPLIED TO THE CASES OF ARBITRATION HELD UNDER THE ICC
The decision will be made by 3 (three) arbitrators appointed in accordance with the said Rules. The
Emergency Arbitrator Provisions shall not apply.
The award will be rendered according to the United Nations Convention on Contracts for the International
Sales of Goods (“CISG”), whenever applicable, and if not, according to the laws of the country where the
NIDEC GA entity involved in the dispute is located.
No matter the seat, the language shall be English and the award rendered by arbitrators shall be final
and binding upon both parties hereto. The award will be made and will be payable in US dollars, unlessdifferent currency is agreed between the Parties.
31. SOCIAL RESPONSIBILITY/COMPLIANCE
The parties acknowledge the importance of developing social responsibility practices. In this sense,during the execution of the supply or services, the Supplier undertakes to comply with Nidec GA Supplier
Code of Conducts (available on company’s website) and to acknowledge and support the principles andpractices there recalled. .
32. ANTI-CORRUPTION LEGISLATIONThe supplier expressly declares and ensures to NIDEC GA that, currently and, as of this date, in thepreceding five years:a) It has not infringed or it is not infringing any anti- corruption legislation or related legislation
applicable to itself in the countries where it operates;b) It is aware that has never acted and will not act in disagreement with the provisions of any similar
foreign law (such as, but not limited to: the Brazilian Clean Company Act - Law No. 12.846/13, theForeign Corrupt Practices Act – FCPA - the United States of America; the UK Bribery Act - UKBA - of theUnited Kingdom) in any aspect;c) It was not convicted nor suffered any penalty or fine application due to bribery or any other activity
related to corruption ; andd) That was not and is not under investigation by any governmental authority on the possible violationof anti-corruption laws or related legislation.
If there is any exception to the fulfillment of the items above, the supplier shall immediately inform
NIDEC GA.
The Supplier further declares and ensures that it accepts and undertakes to comply, in an unrestricted
manner, with the provisions of the NIDEC GA Supplier Code of Conduct, as well as:a) Presents itself and will remain for the entire duration of its relationship with NIDEC GA in accordancewith all applicable laws, regulations and administrative regulations applicable to its business;b) None of its members, associates, directors or employees are a Governmental Authority or has adirect relation of family with Governmental Authority (any collaborator member of: federal, national,
supranational, state, municipal or other similar government; or any other body exercising any statutory,administrative, executive, judicial or other authority or power of attorney, or any other body having
statutory, administrative, judicial or administrative authority, including its divisions, agencies,
departments, legislative, police, regulatory or fiscal; candidates for public roles or politicians' peers; any
person acting on behalf of any such institution);
The supplier shall inform NIDEC GA in writing and at least 10 (ten) days in advance if he or any of his
members intend to become a governmental authority, and in this case NIDEC GA may terminate, in full,
the relationship with the Supplier. As from the date (and including this date) in which NIDEC GA exercises
its right of withdrawal pursuant to this paragraph, Supplier shall not be entitled to any additional fee orother payment, since such termination shall not affect the right of the Supplier to receive the amounts
related to services already provided before the date of termination or to the extent provided by applicablelaw.
Without prejudice to the other provisions set forth in these General Conditions, in the event of breach by
the Supplier of any provision regarding clauses dealing with anti-corruption laws and regulations,
including but not limited to the provisions of these General Conditions, the Supplier undertakes toindemnify, without limitation, NIDEC GA and its respective officers, directors, employees, agents andclients, of fees and legal costs (including research expenses) that may be incurred by them as a result ofany breach, irrespective of prior administrative, arbitral, and arbitration award, and any damages, losses,
penalties, loss of profits, costs and expenses or judicial decision.
33. INSTALLATION CHANGE
Changes in the manufacturing plant and/or place of manufacture of the Products and alteration of its
Taxpayer ID that may be promoted by the Supplier shall be communicated in writing to NIDEC GA atleast three (03) months in advance. The supplier must ensure supplies throughout the period of change
and certification of items.
34. SUPPLY CHAIN SECURITY (CTPAT).
Supplier acknowledges and accepts that NIDEC GA participates in the Customs Trade Partnership Against
Terrorism ("CTPAT') program of the US Bureau of Customs and Border Protection, with the purpose ofstrengthening security in the supply chain. Likewise, Supplier warrants that it has reviewed its supply
chain security procedures and that these procedures and their implementation are in accordance with thecriteria set forth by CTPAT. Specifically, but not limited to, Supplier warrants that it is applying CTPAT
required inspection methods prior to loading of the transport conveyances; its maintenance of securecontrol over its loaded and empty transport conveyances; is controlling and applying certified highsecurity seals for securing transport conveyance doors; and, is ensuring that its business partners arecompliant with the criteria set forth by CTPAT.

Supplier further warrants and represents that it has developed and implemented, or will develop andimplement, procedures for periodically reviewing and, if necessary improving its supply chain security
procedures. Supplier agrees to conduct an annual security audit at each of its facilities and to take allnecessary corrective actions to ensure the continued compliance of NIDEC GA in the CTPAT program.
Supplier will take all necessary corrective actions to ensure the continued compliance of NIDEC GA in the
CTPAT program. Supplier agrees to share with NIDEC GA the results of such annual audits and agrees toprepare and submit to NIDEC GA a report on the corrective actions taken in response thereto. In theevent the Supplier fails to take an appropriate corrective action, NIDEC GA may, but it’s not required to,terminate any contractual relationship existing between the parties.
In addition to what is established in the previous paragraph, the Supplier may, from time to time, be
subject to the audits and inspections that NIDEC GA may execute to confirm the compliance of Supplierwith the CTPAT program in accordance with the provisions set of in clause 20 "Inspection" of thisdocument; for this, NIDEC GA's auditors will be provided access to Supplier’s records and facilities for the
purpose of verifying that Supplier's procedures are in accordance with the criteria set forth by C-TPAT.
Supplier shall provide NIDEC GA with documentary evidence of its enrollment in any supply chain security
accredited programs such as CTPAT or other similar program that may exist in the country/state where
NIDEC GA is located.
35.

SPECIFIC REQUIREMENTS BY REGION

35.1. BRAZIL
SUPPLIER REGULARITY CERTIFICATE
When applicable, for NIDEC GA entities that require it, the supplier is obliged to obtain, on a monthly
basis, the Supplier Regularity Certificate (SRC), issued, solely and exclusively, through an online platform
provided by a certified third party consultant indicated by NIDEC GA.
The referred SRC will validate the fulfillment of the obligations imposed by current legislation to the
Supplier, covering the following:a) Labor legislation;b) Social security legislation;c) Safety and occupational health;d) Personal Data Protection Laws;e) Legal Qualifications for the exercise of the activity;f) Other foreseen laws related to the contracted activity.
New laws or regulations, which may be created and/or altered, as well as certifications or obligations
imposed to NIDEC GA to comply with internal audits, may be added to the above list.
Failure to deliver, irregularity or non-payment of obligations, will be subject to penalties, which may beblocking partial or total access to the NIDEC GA premises, or payment withholding, until the irregularities
pointed out are duly adjusted and / or settled.
The Supplier agrees that it shall be fully responsible for bearing the costs of use of the SRC online
platform, paying directly to the third party consultant without NIDEC GA’s intervention. The non-paymentof the costs will equally cause the blocking of access to the NIDEC GA’s premises, as well as thesuspension of any ongoing agreements, until effective proof of payment is presented to NIDEC GA.