Copyright Protection: Confidential - ISO 16016

Terms and Conditions of Purchaseof HELLA GmbH & Co. KGaA
Rixbecker Str. 75, 59552 Lippstadt, Germany- hereinafter called "HELLA" for all deliveries of goods and services of the supplier to HELLA. The goods or services (hereinafterreferred to as "Products", "Parts" or "Services") are intended primarily for use in HELLA products forworldwide use in motor vehicles.
1.

Delivery Conditions

1.1

All orders from HELLA shall take place exclusively according to these terms and conditions ofpurchase, unless otherwise expressly agreed. Terms and conditions of sale of the Supplier which
deviate in terms of content shall not become the contract basis even if HELLA does not explicitly
contradict these in each case. Changes or additions and other subsidiary agreements must be
made in writing.

1.2.

The specifications, drawings, descriptions and other documents agreed between HELLA and theSupplier shall apply to the execution of the goods or services. The Supplier shall provide its
services by applying a quality management system that meets at least the requirements of ISO
9001:2010, and shall undertake to constantly further develop this system according to the state of
the art, in order to fulfill the requirements of IATF 16949 (or VDA 6.4 in the case of the delivery ofoperating equipment) in the valid version at the date of delivery. The environmental managementof the Supplier is to be oriented toward the requirements of DIN EN ISO 14001 or EMAS in thevalid version at the date of delivery, and is to be verified by a certificate on demand from HELLA.

1.3

Furthermore, "HELLA Quality Management - Guidelines for Suppliers" (HP-C-509), and "HELLA
Logistics Basic Logistics Directive for OE Suppliers" (HP-C-516) shall additionally apply in thecurrent version at the time. The guidelines are available on the HELLA homepage in the area
Purchasing > Supplier Integration > Downloadcenter
https://www.hella.com/hella-com/en/Download-Center-1894.html.

2.

Orders2.1.

Deliveries shall be made pursuant to written or electronically transmitted individual orders or
rolling delivery call-offs from HELLA. The details of the procedure for delivery call-offs are
stipulated in “HELLA Delivery Regulations for Order Processing” which the Supplier accepts andwhich is available on the HELLA homepage in the area Purchasing > Supplier Integration >Downloadcenter

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https://www.hella.com/hella-com/en/Download-Center-1894.html.

2.2

The

Supplier

must

confirm

individual

ordersinwriting

immediately

after

receipt.

2.3

When delivery call-offs are placed, the Supplier shall not be required to confirm these separately.
The delivery call-offs shall be deemed to be accepted if the Supplier does not object in writing to
the delivery call-off immediately, at the latest however one working day after its receipt.

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Terms and Conditions of Purchase3.

Provided material

3.1

Materials and equipment provided free of charge by HELLA to the Supplier shall remain theproperty of HELLA and the Supplier is obliged to examine the material provided by HELLA to
detect any defects noticeable by sight without undue delay. The Supplier must also perform aquantity and identification check. Any differences must be reported to HELLA within one working
day.

3.2

The Supplier is obliged to treat these materials and equipment with due care and attention and to
store them properly.

3.3

During the manufacturing process the Supplier is obliged to perform further checks if these havebeen separately agreed with HELLA or if these are necessary to comply with the Supplier’s
quality management system. If the Supplier discovers any discrepancies as to quality or quantity,
HELLA must be informed without undue delay in order to coordinate any further measures. If the
Supplier is responsible for these shortcomings in quality or quantity, for instance during the
manufacturing process, the Supplier shall be obliged to order a substitute product at his cost.

3.4 The processing of the materials provided by HELLA takes place always on behalf of HELLA. If
the value of the materials provided by HELLA exceeds the value of the processing and – ifapplicable – of the other components of the newly manufactured objects, the newly manufactured
objects shall become the property of HELLA and otherwise they shall be jointly owned by HELLA
and the Supplier in the ratio of the provided material to the value of the processing and the othercomponents. For the avoidance of doubt: The afore-said shall by no means restrict the obligationof the Supplier to provide HELLA with the unrestricted ownership, free from encumbrances
whatsoever, with delivery of the Products.
4.

Delivery dates, place of delivery, delivery note

4.1

All delivery dates agreed upon pursuant to paragraph 2 shall be binding.

4.2

The Supplier has to immediately inform HELLA about any delays as soon as they areforeseeable.

4.3

Unless otherwise agreed in writing, all deliveries are DAP by the Supplier to the delivery address
indicated in the purchase order (INCOTERMS 2010). The specialist department can be contacted
directly to clarify import issues: import.hd@HELLA.com.

4.4 Two copies of a delivery note have to be enclosed on a marked place with each delivery.

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5.

Default in delivery

5.1 If the Supplier does not meet the delivery date specified in the individual order or rolling delivery
call-off, the Supplier shall be obliged to indemnify HELLA for any damage caused by the delayeddelivery, unless the Supplier can demonstrate that it is not responsible for the delay. If thedelivery is a fixed-date purchase, HELLA’s right to demand said delivery shall only expire if
HELLA does not assert its right within a period of 30 days after the delivery date.

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Terms and Conditions of Purchase

5.2 In addition if the Supplier has failed to deliver within a last period set by HELLA, or if HELLA is nolonger interested in the delivery at a later date, HELLA shall be entitled to cancel the respective
order and to receive compensation instead of performance of the delivery. Any possible claims by
HELLA for compensation for damage caused by the delay shall remain unaffected by this. If the
Supplier is repeatedly in default of delivery, HELLA shall be entitled, after serving the Supplier awarning letter without success, to cancel with immediate effect any orders which at that point intime have not yet been delivered.
6.

Payments and payment conditions

6.1

Unless the parties have agreed otherwise individually in writing, payments by HELLA shall bemade within thirty (30) days following the receipt of the invoice (in the format as stipulated by
HELLA) or within thirty (30) days following receipt of the Products (whichever occurs later).
Payment shall be made by the means of payment of HELLA’s choice.

6.2

The SUPPLIER is obliged to issue invoices in accordance to the latest version of the ”HELLA
Requirements for Invoices”. The orderly preparation of the invoice is a prerequisite for its due
date. The latest version of the HELLA Requirements for Invoices is available on the HELLA
homepage in the area Purchasing > Supplier Integration > Downloadcenter
https://www.hella.com/hella-com/en/Download-Center-1894.html.

6.3 The weights and quantities determined at the unloading points shall be decisive for calculating
and paying for the deliveries. Notwithstanding the provisions in Clause 12, HELLA shall beentitled in the event of defective delivery to retain payment equivalent to the value of missing or
defective goods until the order has been properly completed. The Supplier may only claim
payments for drafts, drawings and samples if previously agreed in writing with HELLA.
6.4 The Supplier shall not be allowed to assign any claims it may have against HELLA to third parties
or to allow third parties to collect amounts due from these claims without first seeking the priorwritten consent of HELLA (such consent not to be unreasonably withheld). If the Supplier is
supplied by its own suppliers under prolonged retention of title (“verlängerter
Eigentumsvorbehalt”) HELLA’s consent to an assignment to these sub-suppliers of the Suppliershall be deemed to be granted pursuant to the above sentence. Should the Supplier assign its
claims against HELLA to third parties in violation of sentence 1 of this Clause 6.4 withoutobtaining HELLA’s prior written consent, the assignment shall nonetheless be effective. HELLA,
however, may choose whether to pay the Supplier or the third party, with discharging effect.

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7.

Force majeure
Industrial disputes, with the exception of strikes limited to the Supplier, civil disturbances,measures implemented by administrative authorities and other unforeseeable, unavoidable andsevere events shall release the parties from the contractual obligations for the duration of the
disturbance and to the extent that it affects the performance of the obligations. The parties to thisAgreement agree to immediately exchange the necessary information and to adapt their
obligations to the altered circumstances in good faith.

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Terms and Conditions of Purchase
8. Confidentiality
8.1

The Supplier shall keep confidential all information that is not public, in particular specifications,drawings, templates, models, tools, documents, software and other data carriers, which HELLA
has made available to the Supplier pursuant to or in connection with this Agreement and shall not
pass these on to third parties or duplicate them unless this is absolutely necessary for fulfilling its
contractual obligations under this Agreement. The Supplier shall ensure that all of its employees
and subcontractors be under the same confidentiality obligation. HELLA retains the right ofownership and all copyrights in the information and objects HELLA discloses to the Supplierpursuant to or in connection with this Agreement.

8.2

The Supplier shall only be allowed to advertise its business relationship with HELLA after priorwritten approval from HELLA.

8.3

Products, which are manufactured in accordance with information, specifications, drawings ormodels provided by HELLA or using tools completely or partially paid by HELLA, may not be
offered to third parties, provided as samples or supplied to them without HELLA’s prior explicit
written approval. The same shall also apply accordingly to drawings, models, samples, etc.,
provided by HELLA.

9.

Certificate of Origin
Prior to the first delivery of a product, the Supplier hereby undertakes to submit a legally binding
Suppliers´ Declaration in accordance with the current EU-Regulation and to immediately inform
HELLA of any change in the origin features of the delivered products. If necessary, the Suppliershall document its submissions on the origin of goods by means of an information sheet duly
confirmed by its responsible Customs Office. The Supplier shall be liable for all and any damages
which are sustained as a result of an improper or delayed submission of the Suppliers´
Declaration.

10.

REACh

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10.1 HELLA assumes that all substances for use in products delivered to HELLA (e.g. raw materials,
process materials, components, assemblies) that require registration in line with REACh (ECdirective 1907/2006: Registration, Evaluation and Authorization of Chemicals) have been preregistered by the supplier or sub-supplier and then registered at HELLA for the purpose of
application within the time window prescribed by REACh. If, contrary to expectations, this is not
the case, HELLA must be informed immediately.
10.2 Caused by REACh every supplier of a product (including packaging) has to declare to HELLA all
SVHC-substances ((Substances of Very High Concern) within the product, which are in aconcentration bigger than 0.1 % percent by weight included. SVHC-substances are in a EU
publication listed, this list is permanently enlarged. The Supplier must keep himself informed at all
times about the current candidate list status.

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Terms and Conditions of Purchase

11.

Changes to Products

11.1

The Supplier shall inform HELLA as soon as possible about any intended change of Productsthat are approved for delivery, at the latest however 9 months before its introduction.

11.2

The supply of any Product that has been changed in this way always requires the explicit written
approval of HELLA, for instance with a new approval of an initial sample. If the Products are
manufactured pursuant to instruction from HELLA, this shall also apply to the change itself. The
Supplier must assume all costs incurred by HELLA due to these changes, e.g. qualification costs,
change costs, test costs, development costs, the costs for a renewed first sample release etc.

11.3

In the case of discontinuations of electronic components (PTN process), the Supplier commits to
supply HELLA with the original goods for the entire duration of the projects equipped with thiscomponent.
All changes (PCNs) and discontinuations (PTNs) must be notified globally at least 9 months
before the LOD (last order date): pcn@HELLA.com. All affected HELLA material numbers must
be stated in the PCN/PTN notice.
In return for the LOD announced by the Supplier, HELLA commits to name the all-time needs.
Any necessary all-time stocks will be stored at the Supplier and at the cost and risk of the
Supplier.

11.4

In the case of electronic components, the Supplier commits to make only 1 change at most (PCN)
per component within 24 months. The Supplier moreover commits such that during the entire
lifetime of the projects he shall not discontinue any components specially developed for HELLA
applications.

11.5

The above provisions in Clauses 11.1, 11.2, 11.3 and 11.4 shall apply analog to the change ofprocurement sources for primary material or parts and a change of manufacturing plants orimportant changes in the manufacturing processes at the Supplier.

11.6

HELLA shall be entitled to demand changes to the Products in design and workmanship, as longas this remains equitable for the Supplier. The parties have to agree in good faith on the effectsof such changes, in particular with regard to the increased or decreased costs and the delivery
dates.

12.

Securing of supply

12.1

If the Products are goods specially developed for HELLA and in particular if HELLA has directly
or indirectly made a contribution to the costs of development and/or for the manufacturing
materials, the Supplier warrants to supply HELLA with the Products according to HELLA’s needs
and to accept orders from HELLA as long as HELLA requires the Products. HELLA shall provide
the Supplier in good time with the anticipated supply volume deducted from the forecasts of
HELLA’s requirements. Without affecting Clause 2 unless explicitly agreed otherwise in writing
the Supplier shall not have the right to demand the purchase of a specific quantity of Products by
HELLA.

12.2

For securing the production of spare parts at HELLA, the Supplier hereby undertakes to ensure
the supply of the Products required in connection with the production under this Agreement for atleast 15 years (unless otherwise agreed in writing) after the end of series manufacturing of the
HELLA products into which the Products are assembled. If the Supplier realizes within this periodthat it will no longer be possible to ensure this, the Supplier must inform HELLA about the end of
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Terms and Conditions of Purchasethe supply possibility without undue delay and, if the Supplier is unable to offer HELLA any otherreasonable possibility of supply, to provide HELLA with the opportunity of procuring an all-time
requirement 12 months before the production is stopped.
13.

Notice of defects

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HELLA will promptly notify the Supplier of any defects of the delivery once those have been
discovered within the course of a proper business procedure. HELLA’s inspection of Products
received shall be restricted to a visual inspection of the transport packaging with regard todamages in transit, as well as a check of quantity and an identification check based on acomparison of the delivery documents with the order documents. Any further checks, in particularmeasuring inspections are not required. HELLA shall carry out inspections during manufacturing
in accordance with its quality assurance management system. The Supplier insofar waives any
objections on the basis of late notice of defects.
14.

Defects

14.1

The Supplier shall ensure that the Products are free of any defects and that the agreed
specifications and the generally accepted technological standards have been complied with.

14.2

If HELLA approves specifications, drawings, calculations or other documents of the Supplier, thisshall not affect the sole responsibility of the Supplier for the Products. This shall also apply toproposals, recommendations or other cooperative actions of HELLA regarding the performanceof the Supplier.

14.3

If the Supplier is able to realize on the basis of its know-how that the order placed by HELLA isincomplete or that the purpose pursued by HELLA when it placed the order cannot be fulfilled,
the Supplier must inform HELLA promptly and in full.

14.4

If defective Products are supplied, HELLA shall be entitled to demand immediate remedy bydelivery of a replacement or rectification of the defective Products. HELLA shall be entitled todetermine (at its sole discretion) the details of the remedial actions to be undertaken by the
Supplier after consultation with the Supplier.

14.5

Should the defective delivery result in increased costs for HELLA in meeting its own delivery
deadlines (for instance costs of sorting out defective Products, increased inspection effort andcosts in manufacturing, etc.), these costs shall be borne by the Supplier.

14.6

HELLA shall be entitled to cancel the order and return the Products to the Supplier at the risk andcost of the Supplier or to reduce the price if the Supplier does not fulfill his obligation for remedyof the defects within a reasonable period set by HELLA. In addition, HELLA shall have the right tocompensation for damages. The setting of a time period by HELLA shall be superfluous if thefulfillment of the remedy of the defects is practically or economically impossible.

14.7

HELLA shall be entitled to return defective Products at the cost of the Supplier or, after previous
agreement with the Supplier, to sort out the defective Products and, if necessary, scrap them atthe cost of the Supplier.

14.8

HELLA shall be entitled in urgent cases, if possible after previously informing the Supplier if the
Supplier can be reached to carry out rectification of defects on its own or to let it be carried out by
third parties and to procure the Products without defects from third parties in order to fulfill its own
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Terms and Conditions of Purchasesupply obligations. The Supplier shall bear the necessary appropriate and evidenced costs forthese rectifications or procurements.
14.9

Should a defect only be discovered after further processing of the Products despite observanceof the provisions in Clause 13 of this Agreement, the Supplier shall be obliged to bear all thecosts in connection with the exchange or rectification of defective Products, in particular the costs
of inspection, transportation, labor and material, regardless of whether these costs are incurred at
the Supplier, at HELLA or at third parties. These costs shall also include all costs of any
exchange or repair of products into which HELLA has fitted defective Products.

14.10 Should a recurrent failure make it necessary to replace a whole series of Products or HELLA
products into which the Products have been assembled, for instance because an analysis ofdefects in each individual case is not economical, not possible or not reasonable, the Suppliermust also bear the above-mentioned costs also to the part of the affected series that does notshow any technical defects.
14.11 Unless the parties have explicitly stipulated otherwise in writing, HELLA’s claims arising fromliability for defects shall be time barred after a period of 54 months after delivery to HELLA.

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14.12 Unless otherwise provided in the preceding provisions the liability for defects shall be governedby the applicable statutory regulations.
15.

Liability

15.1

Should HELLA or a third party incur damages because of a defect of a Product or the breach ofthis Agreement by the Supplier, the Supplier shall compensate HELLA in full for the resulting
damages pursuant to the regulations provided by statutory law. If HELLA is obliged to bear suchdamages towards third parties according to the relevant legal regulations, e.g. due to productliability claims, the Supplier is obliged to compensate HELLA for all resulting costs.

15.2

The Supplier is liable for measures taken by HELLA or HELLA's customers to avert damage (e.g.
recall action) insofar as he is legally obliged to do so.

15.3

To cover the product liability risk, the Supplier shall take out a product liability insurance policy
with a cover sum appropriate to the risks of the automotive industry, but at least € 10,000,000.00
for property damage and personal injury, and maintain it for the duration of the supply
relationship, but at least for 10 years after the last delivery or service. HELLA is entitled to inspect
the insurance policy upon request. This regulation is not to be understood as a limitation of the
Supplier's liability.

16.

Intellectual property rights

16.1

The Supplier represents and warrants that its products, goods and services do not infringe any
intellectual property rights and copyrights of third parties. The Supplier shall indemnify HELLA
and its customers and keep HELLA and its customers indemnified in full for all claims, demands,
liabilities, losses, damages, costs (including, without limitation, legal costs) and expenses arisingfrom the use of such intellectual property rights or copyrights.

16.2

The liability is not applicable if the Supplier has manufactured the Product pursuant to mandatory
instructions from HELLA.
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Terms and Conditions of Purchase
16.3

If HELLA has contributed to the development of the Products – notwithstanding any furtherreaching rights on the basis of special agreements with the Supplier – HELLA shall obtain the
cost-free, non-exclusive right of use, unrestricted in time and place and including the right tosublicense the inventions used in the Products or the copyrights pertaining to said inventions. If
the services provided by the Supplier include the production of software, the Supplier has tomake the source code available to HELLA, if requested, including the software documentation.

17.

Compliance

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17.1 The Supplier undertakes to observe the principles described in the HELLA Code of
Conduct for Suppliers and Service Providers and ensures that these principles are also observedby his own suppliers and service providers. The Code of Conduct is available on the HELLA
homepage in the section Purchasing > Purchasing Philosophy
https://www.hella.com/hella-com/assets/media_global/supplier_code_of_conduct.pdf
17.2

The SUPPLIER is obliged to abstain from any act or omission which may cause a criminal liability
for fraud or embezzlement, bankruptcy offenses, competition law infringements, granting or
acceptance of an undue benefit, bribery, corruption, or comparable offenses of the SUPPLIER’s
employees or third Parties. In the event of a breach of such obligation, HELLA shall be entitled to
extraordinarily withdraw from or terminate all existing legal transactions and negotiations with the
SUPPLIER. Notwithstanding the foregoing, the SUPPLIER is obliged to comply with all laws andregulations applicable to him and the business relation to Hella.

17.3

If, with regard to the supply of goods and / or services, the SUPPLIER has culpably participatedat an agreement, concerted practice or any other practice which constitutes an illegal restriction
to competition within the meaning of the competition / anti-trust laws applicable, the Supplier shall
pay to HELLA, as compensation of damages, 8% of the net invoice amount of the supply volume
which is affected by the competition / anti-trust law infringement, unless the Supplier can provethat no or less damage resulted from the competition / anti-trust law infringement. This obligation
continues to apply in case of a termination or fulfilment of the business relationship or any
individual supply contract. Any further or exceeding contractual or statutory rights of HELLA
remain unaffected of this obligation; in particular, HELLA may claim a higher damage on thebasis of respective evidence.

18.

Miscellaneous

18.1

In case one of the parties ceases payments or if an application for opening insolvency
proceedings against the assets of this party is made or if such an application is rejected because
of insufficient assets, the other party shall be entitled to withdraw from the Agreement concerning
any orders that have not yet been delivered or performed at that point in time.

18.2

The Supplier hereby agrees that HELLA shall be allowed to store any information in electronic
files that is necessary for the purpose of order processing and the checking of invoices. HELLA
shall undertake to comply with statutory data protection regulations in this regard.

18.3

HELLA shall be entitled to rights of setoff and retention to the extent provided by law. The
Supplier shall only be entitled to offset with his own claims if his counterclaims have been
judicially determined as non-appealable, are legally uncontested or have been acknowledged by
HELLA. The Supplier shall only be entitled to exercise a right of retention insofar as his
counterclaim arises from the same contractual relationship.
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Terms and Conditions of Purchase
Insofar as these Terms and Conditions requires that notifications or statements must be made inwriting, this is being complied with if notifications or statements are received by fax.

18.5

Should any provision of these Terms and Conditions be or become void, illegal or unenforceable,
the validity of the remaining provisions hereof shall not be affected thereby. In such case theparties are obliged to replace the void and/or illegal and/or enforceable provision by a relative
provision coming as close as possible to the economic purpose of these Terms and Conditions.
This shall also apply to any possible omissions.

18.7

The place of performance shall be the registered office of HELLA respectively the location
HELLA designates for receiving the Goods. The parties may agree upon another arrangement forthe payment.

18.8

The laws applicable at the registered office of HELLA apply with the exception of the conflicts oflaw rules and the UN-convention on the international sale of goods (CISG).

18.9

Legal venue for all disputes arising out of or in connection with this Agreement and for all
deliveries made in accordance with this Agreement shall be the court at the location of HELLA’s
registered office or, for legal actions by HELLA, any other competent court.

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18.4

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