this time will be considered target period. Delay in time of delivery does
not give the customer the right to claim damages, to refuse the goods, orto wholly or partly cancel the agreement. Sensata has the right to carry out
the order by means of partial deliveries. The time of delivery ends themoment Sensata has informed the customer that the goods are ready forshipment at its factory or warehouse.
5.4 Sensata delivers according to Incoterms in its latest edition.
UAB Xirgo Global.
General Terms and Conditions of Sale and Delivery Issued
24 July 2024
CLAUSE 1: APPLICABILITY
These conditions are applicable to all sales and deliveries of UAB Xirgo
Global, part of the Sensata Technologies group of companies (hereafter
Sensata) to its customers unless a deviation is made from any suchcondition in the written order confirmation. The customer irrevocably
submits to and accepts these conditions by placing the order with Sensata.
The applicability of conditions proposed by the customer is excluded,
unless these conditions have been explicitly accepted by Sensata inwriting.
CLAUSE 2: OFFERS AND AGREEMENT
No oral or written offers (even if made by means of price lists issued by
Sensata or a quotation) shall bind Sensata. Only by Sensata's written
confirmation of the order placed by the customer will the agreement withthe customer be entered and effective.
CLAUSE 3: PRICESThe price agreed upon in the order confirmation has been calculated fordelivery Ex Works Sensata’s nominated facility (Incoterms in its latest
version) net of VAT, packaging and loading costs, unless otherwise agreed
upon in writing. Notwithstanding anything else in these conditions in theevent a government entity imposes tariffs, duties or taxes on the goods
which were not contemplated by Sensata, then Sensata reserves the rightat its sole discretion to pass such additional costs to the customer.
CLAUSE 4: QUANTITIESFor all volume orders a deviation of 5% more or less than the quantity
ordered shall constitute compliance with buyer's order and the unit pricewill continue to apply, unless specifically agreed upon in writing otherwise
between the parties.
CLAUSE 5: DELIVERY AND TIME FORDELIVERY
5.1 Delivery is made Ex Works Sensata’s nominated facility unlessotherwise agreed in writing (Incoterms in its latest version).
5.2 The time for delivery begins at the date of confirmation of the orderin writing by Sensata, but not until Sensata has received from the customer
the information and materials necessary for the execution of the order. If
the customer has not supplied Sensata with the information and materials
necessary for the execution of the order within two weeks after theconfirmation of the order, Sensata shall be entitled to cancel the order andterminate the agreement and customer shall be liable for all costs, incurredby Sensata including a reasonable allowance for pro-rated indirect costs
and anticipated profits.
5.3 If the confirmation of the order or offer mentions a time of delivery,

CLAUSE 6: TRANSPORTS - RISK OF LOSS
6.1 Transportation is to be arranged by the customer at its own andexclusive risk and expense. This risk also includes any direct or indirect
damage to delivered goods or on third parties or Sensata by these goods.
6.2 If requested in writing, Sensata will take care of the transportation atcustomer's risk and expense in a manner most appropriate in its opinion.
Upon customer's written request Sensata will insure the transportation risk.
6.3 All risk of loss passes onto the customer upon delivery of the goods
to the customer Ex Works Sensata’s nominated facility or as otherwise
expressly agreed upon in writing.
CLAUSE 7: CONDITIONS OF PAYMENT
7.1 In as far no other conditions of payment have been agreed, payment
shall be in advance. Sensata reserves the right to demand advance payment
in whole or in part or to ask for cash on delivery.
7.2 All payments shall be made free of all deductions or set-offs - unlessSensata has recognised in writing a counter-claim of the customer - at theoffice of Sensata or to its nominated postal or bank account. Drafts andcheques will only be accepted if explicitly previously agreed to in writingby Sensata and under the condition that the customer will take for its
account all costs in connection with the cashing of the draft or cheque andwith any endorsing or prolonging thereof. In case of payment by meansof a draft the customer guarantees acceptance and payment thereof by thedrawee. Customer expressly accepts that Sensata is not responsible for thedelay in returning the draft in the case of non-acceptance. When paying bycheque the customer guarantees payment thereof by the drawee.
7.3 In case deliveries are made in portions, these payment conditions
apply to each part delivered separately.
7.4 The customer is obliged to pay irrespective of whether it did or did
not examine the goods.
7.5 If delay arises in the delivery due to circumstances for which thecustomer can be held liable, the amount owing will be due on the original
date of shipment. Storage of the goods on behalf of the customer is madeat the risk and cost of the customer. If the financial position of the customer
or of the acceptant of the draft has deteriorated, before the moment a claim
becomes due for payment or while the draft runs, or if Sensata receives
unfavourable information about the customer or the acceptant, thecustomer is obliged to arrange for immediate payment should Sensata so
require. If the customer is in arrears with its payments, Sensata can,regardless of any further claims, postpone the performance of its
obligations resulting from all agreements concluded with the customer orcancel from all agreements charging all costs incurred
7.6 If the customer does not pay within the time agreed Sensata has theright, without any proof of default, to charge the customer interest equal to
the statutory rate, without prejudice to any other remedy available toSensata.
7.7 If, after the further expiration of a date payment as set forth byregistered letter, no payment has been received, the customer will be
additionally charged for the amount of the extra-judicial collecting
charges. If judicial collection is necessary, the customer is also charged forthe costs thereof.

CLAUSE 8: MODIFICATION OF THE CONTRACT GOODS
Sensata reserves the right to modify the specifications of goods designed
by Sensata providing that the modifications will not materially affect theperformance of the goods.
CLAUSE 9: CANCELLATION OF ORDERS
The customer does not have the right to cancel orders, except in the case asforeseen in article 5, after written acceptance by Sensata. If Sensata accepts
cancellation the customer shall be liable for termination charges whichshall include a price adjustment based on the quantity of goods actually
delivered, and all costs, direct or indirect, incurred and committed for thecontract together with a reasonable allowance for pro- rated expenses andanticipated profits.
CLAUSE 10: PROPERTY PROVISION
10.1 Until the final settlement by the customer of payments due toSensata, Sensata will retain the ownership of all goods delivered by it as
guarantee for payment of all that is due without exception; consequently,
as long as complete payment of the amount due to Sensata has not been
affected the customer will not be allowed to make a loan on, to pledge or
put the goods delivered to it under mortgage, nor to let, lend or in any way
or under any title take them away from the business; the customer ishowever authorised within the normal course of business to sell the goods,
provided it does it against cash payment or stating the property proviso
made by Sensata.
10.2 The execution, if any, by Sensata of rights to which it is entitled on
the basis of the property proviso including the attachment of the goods canin no way be regarded as an act resulting in the cancellation of theagreement.
10.3 The customer is obliged to inform Sensata forthwith if attachment of
the goods is made by third parties or if the other measures with regard to thegoods are taken by third parties.
10.4 The customer herewith assigns to Sensata, this as guarantee forpayment of all that is due to Sensata without exception, all claims alreadyexisting or in future to be obtained by the customer against third parties inrespect of the delivery or placing at the disposal of those third parties by
the customer in any way or under any title of goods delivered by Sensata to
the customer. At Sensata's request the customer will supply each time an
accurate specification in writing of all its claims on third parties at a date tobe appointed by Sensata. Insofar as assignment of these claims cannot takeplace legally at this moment because they are founded on legal relations not
yet existing the assignment will be effected by receipt of the specification
by Sensata, which serves as acceptance of the assignment.
10.5 At the request of Sensata, the customer must inform the relevant
debtors of the assignment in writing and do all other things necessary or
desirable in order to give the assignment full legal effect. The customer
must inform Sensata immediately, if attachment of the assigned claims is
made by third parties or if other measure with regard to the claims is takenby third parties.
CLAUSE 11: WARRANTY
11.1 Except as otherwise stated herein, Sensata warrants the goods
delivered exclusively against faulty workmanship or the use of defective
materials and that such goods will conform to mutually agreed upon
written specifications, drawings and other descriptions for a period set
forth in 11.4. Sensata further warrants that at the time of delivery Sensata
has title to the goods free and clear of any and all liens and encumbrances.
11.2 This warranty is void if the defect was caused by customer's
misuse, neglect, improper installation or testing, repair attempts not
authorised by Sensata, unauthorised alteration or use of any such goods

with supplies not meeting Sensata's specifications, or any cause beyond
the range of normal usage or by accident, fire, other hazard or throughnormal wear and tear.
11.3 Notwithstanding the above, Sensata does not warrant that its
products are fit for the customer’s intended specific application or need.
11.4 The warranty commences on the day of delivery of the goods andis valid for a period of two years from date of shipment and covers theSensata manufactured products but does not include consumables where
the normal decrease of their performance as a result of the intended use
by customer will not be considered a defect (including but not limited towires and battery). Accessories and sensors not manufactured by Sensata
are subject to the applicable manufacturer’s warranty provided by theoriginal manufacturer of the accessories and sensors.
11.5 EXCEPT FOR THE LIMITED EXPRESS WARRANTIES SETIN THIS SECTION 11; SENSATA MAKES NO OTHERWARRANTIES, EXPRESS, IMPLIED OR STATUTORY. SENSATASPECIFICALLY DISCLAIMS ALL OTHER EXPRESS OR IMPLIEDWARRANTIES, INCLUDING WITHOUT LIMITATION, ANY
IMPLIED WARRANTIES OF FITNESS FOR A PARTICULARPURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT,
EXCEPT WHERE PROHIBITED BY LAW AND, WHERE
PROHIBITED, ANY SUCH WARRANTY SHALL BE LIMITED TO
THE MINIMUM WARRANTY AND PERIOD REQUIRED BY LAW.
WITH RESPECT TO WIRELESS SERVICES, SENSATA MAKES NO
WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLYDISCLAIMS ANY REPRESENTATION OR WARRANTY THATTELEPHONE CALLS OR OTHER TRANSMISSIONS WILL BE
ROUTED OR COMPLETED WITHOUT ERROR OR INTERRUPTION(INCLUDING CALLS TO ANY EMERGENCY RESPONSE
NUMBER) AND MAKES NO GUARANTEE REGARDING
NETWORK SECURITY, THE ENCRYPTION EMPLOYED BY ANYSERVICE, THE INTEGRITY OF ANY DATA THAT IS SENT,BACKED UP, STORED OR SUBJECT TO LOAD BALANCING OR
THAT SECURITY PROCEDURES WILL PREVENT THE LOSS OR
ALTERATION OF OR IMPROPER ACCESS TO CUSTOMER’SDATA AND INFORMATION.
CLAUSE 12: COMPLAINTS
All claims against Sensata on the grounds of incomplete or incorrect
delivery are not valid unless a relevant complaint has been laid in writing
before Sensata within fourteen (14) days after receipt of the goods (or incase of an order is delivered in portions, within fourteen(14) days after receipt of the portion concerned). In addition, claims on the
grounds of visible faults are only valid if the customer has had the alleged
fault registered on the bill of lading or notice of receipt immediately onreceipt of the goods. When Sensata deals with a complaint it does not
imply that it considers the complaint to be made in time or to be justified.
Goods returned are exclusively accepted after previous shipment to
Sensata and providing they are sent freight paid. A complaint does notentitle the customer to hold up payment or on its part to set off the amountto be paid. If Sensata deems the complaint to be timely made and to bejustified, Sensata shall, in the case of incomplete delivery, supply the
deficiency or, in case of incorrect delivery, repair the "incorrect" goods or
replace the same by others, at Sensata’ s option, without Sensata being
liable for any claims for damages.
CLAUSE 13: QUALITY STANDARD AND LIMITATION OF
LIABILITY
13.1 Slight imperfections in quality and measurements do notconstitute a breach of contract.

13.2 The customer is assumed to have made sure that goods are fit forthe purpose it wants to use them for. Therefore, Sensata is not liable when
the goods do not comply with this purpose.
13.3 Sensata is not responsible for technical or other advice given by itor for services rendered by it.
13.4 Customer agrees, and agrees to communicate to its customers, thatthe products and /or services are not intended for use (a) in safety-criticalor military applications (such as life support) where a failure of the
Product or Service would reasonably be expected to cause severe personal
injury or death, or (b) in a vehicle along with any other OBD II device.
Customer shall fully indemnify Sensata and its representatives against any
damages arising out of the unauthorized use of products and / or services,
including but not limited to any use in such safety-critical or military
applications or along with any other OBD II device.
13.5 Customer represents that it has all necessary expertise in the safety
and regulatory ramifications of its applications, and Customer
acknowledges and agrees that it is solely responsible for compliance withall legal, regulatory and safety-related requirements of applicable federal,state, local or foreign governments and any agency or public authority
thereof, concerning its products and any use of products and/or services
in Customer's applications or resale of units containing products and/or
services, notwithstanding any applications-related information or support
that may be provided by Sensata. CUSTOMER AGREES THAT, TO
THE EXTENT CUSTOMER WILL USE OR RESELL THE
PRODUCTS AND/OR SERVICES TO ASSIST IN COLLECTION OF
AMOUNTS OWED TO IT OR ITS CUSTOMERS, CUSTOMER ORITS CUSTOMERS, AS THE CASE MAY BE, WILL PROVIDE ITS OR
THEIR CUSTOMERS WITH A WRITTEN DISCLOSURE
EXPLAINING THE PURPOSE AND FUNCTIONALITY OF THE
PRODUCTS AND, AS THE CASE MAY BE, OBTAIN ITS OR THEIRCUSTOMERS’ CONSENT TO THE INSTALLATION OF THE
PRODUCTS AS A CONDITION, AS THE CASE MAY BE, TO
CUSTOMER’S OR ITS CUSTOMERS’ FINANCING ANYCUSTOMER’S PURCHASE OF A VEHICLE FROM CUSTOMER ORITS CUSTOMER. Customer understands that certain GNSS and/or starter
disablement technology may not now, or in the future, be permitted bylaw in certain states. Customer bears exclusive responsibility for verifyingthat the products and/or services may be used in any particular installation
or location. Sensata shall not be liable for any claims or damages that may
arise because the GNSS and/or starter disablement technologies are notpermitted in a particular jurisdiction and customer indemnifies Sensata
against such claims and damages.
13.6 Limitations of Technology: Customer acknowledges the following
inherent technical limitations relating to product and services use.
Complete service area coverage at all times is improbable. The existenceof unfavourable conditions, such as weather and wave interference fromdistant stations can interrupt product and service functionality. Moreover,
if a product is moved out of an available service area, communication withthat product will be unavailable until it returns to the available service
area. Other environmental issues including, but not limited to service
interruptions, poor coverage areas, network congestion, roaming andother wireless access issues may affect product and service performance.
Global Navigation Satellite System (“GNSS”) is a satellite based
positioning technology providing expansive coverage throughout theworld. However, the GNSS antenna in a product must have a radio
frequency link to the GNSS satellites. If such radio frequency link isimpaired, the product may be unable to correctly recognize its location.
Products and services have many complex elements and are notguaranteed against eavesdroppers, hackers, service attacks, viruses orinterception. Customer agrees to inform all users of products and/or

services, that Sensata shall not be liable for any lack of privacy or security
resulting from use of the products and/or services. Products and services
are based on cellular technology which may become obsolete in the future
as a result of changes in wireless technology or actions by telecom
regulators with respect to cellular technology in mapping applications. In
such event, Sensata shall have no obligation to issue a refund or furnish
replacement product. Further, Sensata shall incur no liability arising froma lack of network capacity of the product which results fromconcentrations of usage in certain locations. With respect to wirelesstechnology services, Sensata is not obligated to maintain any particulartechnology if a wireless provider reduces or terminates such technology
network. Sensata will provide written notice of intended changes to suchtechnology as soon as possible following Sensata’ s receipt of such notice.
13.6 Sensata has no further liability than complying with its commitments
resulting from CLAUSE 11 (Warranty) or from CLAUSE 12 (Complaints).
Excluded are all further liabilities, except those founded on the wilfulness
or gross negligence of Sensata itself. So, liability for wilfulness or grossnegligence of personnel of Sensata is excluded as well.
13.7 Should Sensata be held liable for a breach of its contract, its sole andexclusive maximum liability shall in no event exceed the total purchaseprice under the applicable contract less the purchase price for any productdelivered and accepted under this contract prior to the occurrence of thebreach.
CLAUSE 14: FORCE MAJEURE
In the case Sensata is prevented from performing its obligations under theagreement by force majeure, Sensata has the right without judicial
intervention to suspend the performance of the agreement or to consider
the agreement terminated in whole or in part, at Sensata’ s option, without
Sensata being liable for any claims for damages or warranty. Forcemajeure in this case must be understood to mean any circumstances,foreseen as well as unforeseen, as a result of which observance of thecontract can no longer be reasonably expected by the customers including
by way of illustration but not limitation: War, sabotage, rebellion, revolt orother unrest, acts of hostile states, transportation disturbances, strikes,
accidents, fire, flood, earthquake, explosion, storm, epidemics and othercatastrophes in nature, shortage or workers, shortage of petrol, shortage ofraw materials or machines, technical failures, devaluation and inflation, as
well as sudden increases of import duties and revenues and/or taxes anddelayed delivery by suppliers. In such cases Sensata has the right to divide
in proportions among its customers the goods that are available.
CLAUSE 15: INTELLECTUAL PROPERTY
15.1 Sensata shall hold the customer harmless from and indemnify thecustomer for all costs, damages and interests, to which the customer may
be condemned by final and conclusive judgment, or a settlement madeamicably, as a result of any claim of a third party that the delivery of goods
by Sensata to the customer infringes that third party’s patent rights.
15.2 This safeguarding is made under the condition that the customer
informs Sensata immediately of the alleged infringement, supplies Sensata
with the originals of all letters and legal documents exchanged inconnection with the infringement and furthermore grants Sensata power ofattorney and authority to have the dispute and court proceedings possibly
resulting therefrom conducted by a lawyer to be appointed by Sensata inaccordance with instruction to be given by Sensata.
15.3 The aforementioned safeguarding is not applicable in the case theinfringement is a result of the fact that the goods have been adapted to
specifications submitted by the customer or is a result of alterations,modifications, combinations or additions made by the goods, after delivery
by Sensata, or is a result of other circumstances for which the customer

can reasonably be held liable.
15.4 In addition, Sensata is not responsible, if the customer, after it has
been informed of the alleged infringement, continues to use the goods, orfails to install any corrections or enhancements made available by Sensata,
unless Sensata has given its permission in writing to do so.
15.5 In the event that a claim that the delivery of goods by Sensata
infringes any valid third party intellectual property right is made, or in
Sensata’ s opinion is likely to be made, or the use of the goods is enjoinedor, in Sensata’ s opinion is likely to become the subject of an injunction
preventing its re-sale or use as contemplated, Sensata may, at Sensata’ s
expense and sole election: (1) procure for customer the right to use such
goods; (2) modify such goods so that they become non-infringing such that
their use is not enjoined; or (3) if neither of the foregoing options isreasonably available, refund to customer all amounts paid for the
infringing goods, depreciated on a straight-line basis over a three (3) year
period starting on the date of shipment of such goods to customer. Sensata
is not liable if the owner of the patent refuses to grant Sensata a license orrefuses to settle for past damages despite Sensata’ s request to be licensed.
15.6 The aforementioned is the only and exclusive responsibility of
Sensata in connection with infringement of the rights or third parties andSensata is in no way further or otherwise responsible to the customer.
15.7 Customer acknowledges that all intellectual property related to
products and services are the property of Sensata. Customer shall notreverse engineer, have products and/or services reverse engineered, andshall not aid a third party in reverse engineering products and/or services.
Sensata grants to Customer a limited, non-exclusive license to use
firmware contained in, or software provided with, Sensata products and/or
services, exclusively for the operation, configuration, management,
maintenance or use of Sensata products and/or services, as approved by
Sensata. Unless otherwise agreed in writing with Sensata, Customer has
no rights to use any of Sensata’ s trade names, trademarks, service marks,logos, domain names, or other distinctive product features. Customer
agrees that it shall not remove, obscure, or alter any proprietary rights
notices (including copyright and trademark notices) which may be affixed
to or contained within products and/or services.
CLAUSE 16: NON-WAIVER OF DEFAULT
In the event of any default by the customer, Sensata may decline to makefurther shipment. If Sensata elects to continue to make shipments, Sensata’s action shall not constitute a waiver to claim any default by customer nor
in any way affect Sensata’ s legal remedies for any such default.
CLAUSE 17: TERMINATION
If the customer does not comply, duly or in time, with any obligation whichmight result from an agreement made with Sensata as well as in the caseof bankruptcy, suspension of payment, closing down or liquidation of thecustomer's company, he is presumed to be in default by law and Sensata
has the right without giving notice of default and without judicial
intervention to delay the execution of the agreement or to terminate theagreement in whole or in part, at Sensata’ s option, without Sensata being
liable for any compensation or warranty, but regardless of Sensata’ sfurther rights. In these cases all claims, which Sensata has against or are
due from the customer, are due immediately and without delay.
CLAUSE 18: ASSIGNMENT
The rights and obligations off the customer by virtue of these terms andconditions cannot be assigned by the customer otherwise than to thesuccessors and assignees of the entire business of the customer. Sensata
shall have the right to assign and transfer all its obligations and rights
under the agreement with the customer to any third party, upon written

communication to the customer.
CLAUSE 19: EVIDENCE
Subject to proof of the contrary, the administrative data and accounting
records of Sensata are final proof in connection with the agreements
made by the customer.
CLAUSE 20: APPLICABLE LAW, COMPETENT JUDGE
Lithuanian law is exclusively applicable to the legal relations between
Sensata and the customer. The competent judge at Kaunas has in first
instance exclusive jurisdiction in respect of the ruling of disputes
between Sensata and the customer. The applicability of the United
Nations Convention on International Sale of Goods is expressly
excluded.
CLAUSE 21: EXPORT CONTROL
Each party agrees to obtain any necessary export license or otherdocumentation prior to the exportation or re-exportation of any product,
technical data, software or software source code covered under thisagreement or any direct product of such technical data, software orsoftware source code. Neither party shall sell, export, re-export,
transfer, divert, or otherwise dispose of any such product, technicaldata, software or software source code directly or indirectly to any
person, firm, entity or country prohibited by USA, EU, or otherapplicable laws. Where applicable, the customer shall not re-export any
such product, technical data, software or software source code directly
or indirectly to or for use in Russia or Belarus. Each party shall secure,at its own expense, such licenses and export and import documents as
are necessary for each respective party to fulfil its obligations under thisagreement. The customer shall take all necessary steps to ensurecompliance with this clause and shall not engage in any activity thatwould result in violation of any USA, EU, or other applicable laws andupon request and at its own expense, provide such written assurancesand other documentation to Sensata as may be reasonably necessary tocomply or demonstrate compliance with these provisions. If thecustomer becomes aware of any potential or actual violation of thisclause, the customer shall immediately notify Sensata in writing andtake necessary corrective action. The customer will be liable for andhold harmless Sensata from and against all claims, settlements,
judgments, penalties, fines, and expenses (including without limitation
attorneys’ fees and costs) that arise out of, relate to, or result from any
breach of this section and Sensata reserves the right to terminate thisagreement with immediate effect.
CLAUSE 22: COMPLIANCE WITH ANTI-CORRUPTION AND
ANTI-BRIBERY LAWS
22.1 Both Sensata and the customer represent, warrant and undertaketo comply with any anti-corruption and anti-bribery laws or similar
legislation, codes, rules, policies and regulation applicable to theperformance of its obligations in relation to any order and not take any
action or permit, authorise or tolerate any action in violation of the anticorruption and anti-bribery laws.
22.2 For the avoidance of doubt the customer represents and warrants to
Sensata that:
22.2.1
Customer, and to its best knowledge, its partners, officers,
directors, employees, agents and anyone acting on its behalf (collectively,
the “Representatives”) are in compliance with all applicable anti-bribery
and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act

and the U.K. Bribery Act 2010 (collectively, the “Anti-Bribery Laws”).
22.2.3 Neither the customer, nor to its best knowledge, any of its
Representatives has, directly or indirectly, offered, paid, or authorised thegiving of money or anything of value to any: (a) Governmental Official;(b) person or entity; or (c) other person or entity while knowing or having
reason to believe that some portion or all of the payment or thing of value
will be offered, given, or promised, directly or indirectly, to a Government
Official or another person or entity; for the purpose of:(d) influencing any act or decision of such Government Official or such
person or entity in his/her or its official capacity, including a decision to do,omit, or fail to do any act in violation of his/her or its lawful duties or proper
performance of functions; or (e) inducing such Government Official or such
person or entity to use his/her or its influence or position with any
Government Entity or other person or entity to influence any act

or decision; in order to obtain or retain business for, direct business to,or secure an improper advantage for Sensata or the customer.
22.2.3Neither the customer, nor to its best knowledge, any of its
Representatives has a personal, business, or other relationship or
association with any Government Official or Close Family Member of
any Government Official who may have responsibility for or oversightof any business activities of the customer, or any of its Subsidiaries,
other than any relationships or associations that have been disclosed inwriting to Sensata.
22.2.4Neither the customer, nor to its best knowledge, any of its
Representatives is or has been subject to any investigation, inquiry, or
enforcement proceeding by any court, governmental, administrative, or
regulatory body, or customer regarding any violation or alleged violationof any Ant-Bribery Laws.
22.2.5 The following definitions apply to this clause 22.2:(a) ‘Close Family Member’ means (i) the individual’s spouse; (ii) the
individual’s and the spouse’s grandparents, parents, siblings, children,
nieces, nephews, aunts, uncles, and first cousins; (iii) the spouse of any
persons listed in subcategories (i) and (ii); and (iv) any other person who
shares the same household with the individual.
(b) ‘Government Entity’ means (i) any national, state, regional, or
local government (including, in each case, any agency, department, or
subdivision of such government); (ii) any political party; (iii) any entity
or business that is owned or controlled by any of those bodies listed in
subcategory (i) or (ii); or (iv) any international organisation, such as theUnited Nations or the World Bank.
(c) ‘Government Official’ means (i) any director, officer, employee,
agent, or representative (including anyone elected, nominated, or
appointed to be a director, officer, employee, agent, or representative)of any Government Entity, or anyone otherwise acting in an official
capacity on behalf of a Government Entity; (ii) any political party,
political party official, or political party employee; (iii) any candidate
for public or political office; (iv) any royal or ruling family member;or (v) any agent or representative of any of those persons listed in
subcategories (i) through (iv).
CLAUSE 23: COMPLIANCE WITH DATA PROTECTION
From time to time Sensata may transfer data acquired from the customer
for the purpose of carrying out the performance of this agreement withany member of its group (which means subsidiaries, ultimate holding
company and its subsidiaries worldwide). The data collected may betransferred to, and stored at, a destination outside the European
Economic Area (“EEA”). It may also be processed by staff operating
outside the EEA who work for Sensata. By the customer submitting
data, the customer agrees to this transfer, storing or processing. Sensata
will take reasonable steps necessary to ensure that the customer’s datais treated securely and in accordance with the practices contained inRegulation (EU) 2016/679.
CLAUSE
24:
COMPLIANCE
WITH
CALIFORNIAPROPOSITION 65
California’s Proposition 65 (‘Prop 65’), also known as Safe Drinking
Water and Toxic Enforcement Act, is a Right-To-Know law thatmandates warning labels on products sold in California which containcertain chemicals, including heavy metals, known to the state ofCalifornia as causing cancer, birth defects, or other reproductive harm.
SENSATA HEREBY PUTS THE CUSTOMER ON NOTICE THATTHE GOODS MAY CONTAIN CHEMICALS KNOWN TO THE
STATE OF CALIFORNIA TO CAUSE CANCER BIRTH DEFECTS
AND OTHERREPRODUCTIVE HARM. The customer agrees and acknowledges that
it is the Customer’s sole and exclusive responsibility to comply with thewarning requirements of Prop 65 and implementing regulations. The
customer further agrees to label goods obtained or purchased by thecustomer, whether for distribution, resale, use or otherwise, in compliancewith Prop 65 and implementing regulations. The customer agrees to takesole and completely responsibility for any and all claims, damages, losses
and expense resulting from its failure to comply with warning
requirements set forth in Prop 65. TO THE FULLEST EXTENTPERMITTED BY APPLICABLE LAW, THE CUSTOMER SHALLINDEMNIFY, DEFEND AND HOLD HARMLESS SENSATA ANDITS AFFILIATES, AND THEIR OFFICERS, EMPLOYEES,DIRECTORS, SHAREHOLDERS, AGENTS AND SUCCESSORSFROM ANY AND ALL CLAIMS, COSTS, PROCEEDINGS,
DEMANDS, LOSSES, DAMAGES, AND EXPENSES (INCLUDING,WITHOUT LIMITATION, ATTORNEY’S FEES AND LEGALCOSTS) OF ANY KIND OR NATURE, RESULTING FROM ORRELATED TO THE CUSTOMER’S ACTUAL OR ALLEGED
FAILURE TO COMPLY WITH THE WARNING REQUIREMENTSSET FORTH IN PROP 65. THE CUSTOMER’S ACCEPTANCE OF
THE
GOODS
CONSTITUTESAN
EXPRESSACKNOWLEDGEMENT AND ACCEPTANCE OF THIS THIS
CLAUSE 24.
CLAUSE 25: AFFIRMATIVE ACTION COMPLIANCE
The customer and any of its subcontractors shall abide by the requirementsof 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a) as applicable. These
regulations prohibit discrimination against qualified individuals based on
their status as protected veterans or individuals with disabilities, andprohibit discrimination against all individuals based on their race, colour,
religion, sex, sexual orientation, gender identity or national origin.
Moreover, these regulations require that covered prime contractors andsubcontractors take affirmative action to employ and advance in
employment individuals without regard to race, colour, religion, sex,
sexual orientation, gender identity, national origin, protected veteranstatus or disability.
CLAUSE 26: SPECIAL WIRELESS DATA PROVISIONS
26.1 Customer must not use or assist others to use the wireless service ora product for any unlawful, unauthorized, abusive or fraudulent purpose.
Customer must make good faith efforts to minimize abuse or fraudulent
use, to promptly report to Sensata any abuse or fraudulent use of which
they become aware, and to cooperate in any investigation or prosecution
initiated. Customer must use its best efforts to disable any SIMs, orotherwise block access to the wireless service to any user suspected ofabuse or fraudulent use.
26.2 Customer understands and agrees that: (1) it has no contractual
relationship with the underlying wireless service carrier, (2) it is not athird party beneficiary of any agreement between Sensata and theunderlying carrier, (3) the underlying carrier has no liability of any kindto customer, whether for breach of contract, warranty, negligence, strict
liability in tort or otherwise, (4) messages or data transmissions may bedelayed, deleted or not delivered, and emergency calls may not becompleted, (5) the underlying carrier cannot guarantee the security ofwireless transmissions and will not be liable for any lack of security
relating to the use of the services.
26.3 Customer shall not use the wireless service provided hereunder inany manner that (a) infringes the intellectual property, publicity, privacy
or other proprietary rights of others, (b) violates any applicable laws,
including those related to export, spamming, privacy, consumer and childprotection, obscenity or defamation, or (c) is harmful, threatening,abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, orotherwise inappropriate.
26.4 Customer shall not violate or attempt to violate the security of thewireless service provided hereunder, including (a) accessing data notintended for customer, (b) attempting to probe, scan or test thevulnerability of a system or network or to breach security orauthentication measures without proper authorization, (c) attempting tointerfere with, disrupt or disable service to any user, host or network,
including via means of overloading, “flooding”, “mail-bombing” or“crashing,” (d) forging any TCP/IP packet header or any part of the header
information in any email, (e) taking any action in order to obtain services
to which customer is not entitled or (f) sending any virus, worm, Trojan
horse or other harmful code or attachment. Violations may result in civil
or criminal liability. Customer consents to the processing of informationnecessary to provide the service from Cisco Jasper’s data centers in the
United States or elsewhere in the world.
CLAUSE 27:. GENERAL LIMITATIONS: SENSATA SHALL NOT
BE LIABLE TO CUSTOMER OR TO ANY OTHER PERSON FOR
ANY LOSS OR DAMAGE CAUSED BY THE USE OF THE
PRODUCTS AND/OR SERVICES, REGARDLESS OF THE
CAUSE. IN NO EVENT SHALL XIRGO BE LIABLE TO
CUSTOMER OR ANY OTHER PERSON FOR ANY SPECIAL,COLLATERAL,
INDIRECT,PUNITIVE,
INCIDENTAL,CONSEQUENTIAL,OR
EXEMPLARYDAMAGESINCONNECTION WITH OR ARISING OUT OF THISAGREEMENT OR THE USE OF PRODUCTS AND/OR SERVICESPROVIDED HEREUNDER, REGARDLESS OF WHETHERXIRGO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGES. SUCH DAMAGES MAY INCLUDE, BUT ARE NOT
LIMITED TO, COST OF REMOVAL OR REINSTALLATION,COSTS TO PROCURE SUBSTITUTE PRODUCTS AND/ORSERVICES, RETESTING, OUTSIDE COMPUTER TIME, LABORCOSTS, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF
SAVINGS, LOSS OF USE, LOSS OF DATA, OR BUSINESSINTERRUPTION. WITH RESPECT TO WIRELESS SERVICES,IN NO EVENT WILL XIRGO BE LIABLE FOR ANY DAMAGESARISING OUT OF OR RELATING TO, SERVICE DEFECTS,SERVICE LEVELS, DELAYS OR ANY SERVICE ERROR OR
INTERRUPTION, INCLUDING INTERRUPTIONS OR ERRORSIN ROUTING ORCOMPLETING ANY EMERGENCYRESPONSE CALLS OR ANYOTHER CALLS OR
TRANSMISSIONS, LOST OR ALTERED MESSAGES OR
TRANSMISSIONS, OR UNAUTHORIZED ACCESS TO OR
THEFT, ALTERATION, LOSS OR DESTRUCTION OF ’S (OR ITSAFFILIATES’, USERS’ OR THIRD PARTIES’) APPLICATIONS,CONTENT, DATA, PROGRAMS, INFORMATION, NETWORKSOR SYSTEMS. CUSTOMER AGREES TO INDEMNIFY AND
HOLD SENSATA HARMLESS FROM AND AGAINST ANY AND
ALL LOSSES OR DAMAGES CAUSED BY USE OF PRODUCTS
AND/OR SERVICES BY CUSTOMER OR CUSTOMER’SCUSTOMERS. NO CLAIM, SUIT OR ACTION SHALL BE
BROUGHT AGAINST XIRGO MORE THAN ONE YEAR AFTER
THE RELATED CAUSE OF ACTION HAS OCCURRED. TO THE
EXTENT THAT ANY OF THE ABOVE LIMITATIONS ARE
PRECLUDED IN A
GIVEN JURISDICTION, SUCHPRECLUSION SHALL NOT
AFFECT ANY OTHER
LIMITATIONS NOT SO PRECLUDED.