General Terms and Conditions for the Purchase of Production Material
AISIN Europe S.A., Avenue De L’Industrie 19, 1420 Braine L’Alleud, Belgium
BCE:0401.891.982
Edition 11/2021

1.

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4.

Determining Conditions.
The legal relationship between Supplier and Aisin Europe S.A., hereinafter “AISINEUR”, shall be determined by the following terms and conditions and any additionalterms agreed in writing between the contractual parties. Changes and amendments
to these conditions must be in writing and mutually agreed upon. Any other generalbusiness terms shall not be applicable even if not explicitly rejected. The Supplier shalldeliver products ("the Products” or "Products”) ordered by AISIN-EUR.
Orders2.1. Supply contracts (order and order acceptance) and delivery schedules as wellas any changes and amendments thereof have to be made in writing between
the contractual parties. Purchase orders, order acceptance as well as any
changes may also be issued by Telefax, Electronic Data Interchange (EDI) and/ or e-Mail.
2.2. Supplier shall send Purchase Order Acknowledgement during business hours
no later than forty eight (48) hours following the date of the Purchase OrderAISIN-EUR.
2.3. If Supplier does not send Acknowledgement AISIN-EUR deems Purchase
Order is accepted by Supplier if not objected within latest five (5) businessdays, following the date of Purchase Order of AISIN-EUR.
2.4. By acceptance of AISIN-EUR orders the Supplier accepts the AISIN-EUR
General Terms and Conditions for the Purchase of Production Material in its
respective valid version (http://www.aisin-europe.com).
2.5. AISIN-EUR may postpone and reschedule any previously scheduled Order;
provided however that notice of the postponement of any properly-noticed
Order must be given prior to the production lead-time provided by the
Supplier.
Payment
3.1. All Payments shall be made sixty <60> days end of month calculated from thedate the invoice is received by AISIN-EUR provided, however, AISIN-EUR has
received complete billing documents not later than the last day of suchmonth. In case of premature shipments, payment will be made according to
the agreed delivery date. Under no circumstances shall the starting point ofterm of payment be prior to the date of actual delivery of the merchandise.
3.2. In case of defective deliveries, AISIN-EUR shall be entitled to withhold an
appropriate amount until the defective Products have been replaced.
3.3. Without previous written consent of AISIN-EUR, which shall not be
unreasonably withheld, the Supplier shall not be entitled to assign his
receivables to third parties or to have such receivables collected by third
parties.

6.4.

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7.2.

7.3.

8.

6.

Delivery
6.1. Agreed delivery dates and schedules are binding. Compliance with such dates
or schedules shall be determined by the delivery date at the place as
designated by AISIN-EUR, or if no delivery term has been specifically agreed,
the delivery shall be Delivery Duty Paid (DDP) as per Incoterms 2010 at theplace named by AISIN-EUR.
6.2. Risks are transferred at the time of the actual Delivery date of the Products
at the agreed place by Supplier.”
6.3. Spare Parts and After Sales Period deliveries.The After-sales period is theperiod which follows the End of Series Production (EOP) of AISIN-EUR
products mass production, and during which AISIN-EUR still delivers AISINEUR Products as spare parts to AISIN-EUR customer(s). The Supplier

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Force Majeure.

9.

Certification Requirements
9.1. The Supplier shall himself be Minimum ISO 9001 certified and have a planto achieve the IATF certification (International Automotive Task Force)
within a defined timeline, if not already certified for IATF.
9.2. Laboratories, contracted or owned by Supplier, that are providing
inspection, test or calibration services utilized for AISIN-EUR products
characteristics validation, shall be ISO 17025 certified.
9.3. Environment. Supplier shall in any case demonstrably have a suitableenvironmental management system in place, comparable to ISO 14001 if
not already certified for ISO 14001, or instead comply with the EMAS
Directive of the European Union and have a process to cascade
environmental requirements to sub-tiers upon request (i.e. materials
reporting requirements).
9.4. Supplier will provide and maintain Authorized Economic Operator (“AEO”)
certification and provide AISIN-EUR with its certification number uponrequest.
9.5. If Supplier cannot provide an AISIN-EURO certificate upon request,
Supplier shall up-front and prior to first delivery complete the separate
AISIN-EUR Form “Security Declaration”, which will be provided by AISINEUR to Supplier.

10.

Environmental Requirements – Material Reporting
10.1. The Supplier shall comply with the latest regulation (see www.gadsl.org
and End-of-Live Vehicle directive (EU-D 2000/53/EC, 2005/438/CE,
2005/59/EC, 2005/673/CE and REACH regulation EC 1907/2006) about thematerial / substance composition, register the Products delivered to
AISIN-EUR in the International Material Data System (IMDS) system andprovide IMDS registration confirmation to AISIN-EUR by email.

Notifications upon receipt of the goods
4.1. Without prejudice to the application of article 15 (Warranty), AISIN-EUR shallhave a period of twenty (20) days commencing on the later of the two (2)dates below:
the day of actual delivery of goods
the date of receipt of the invoice

Confidentiality
5.1. The contracting parties commit themselves to deem as business secrets allcommercial and technical details which come to their knowledge during thecourse of their business relationship unless such details are public and to keep
any and all information exchanged between AISIN-EUR and the Supplier
strictly confidential.
5.2. Drawings, models, patterns, samples and similar objects of AISIN-EUR shall
only be made accessible by Supplier to third parties on a need to know basis
and with prior notice to AISIN-EUR. Reproduction of such objects is permitted
only according to business requirements or in compliance with the laws on
copyright.
5.3. The Supplier shall ensure that his Sub-Suppliers shall commit themselves
accordingly.
5.4. Each contracting party may use the established business relationship foradvertising purposes only after having obtained previous written consent
from the other party.

In case of a delay on part of the Supplier, the Supplier shall inform AISINEUR immediately in writing.
AISIN-EUR is entitled to: (i) cancel the order in whole or in part, (ii) not tocancel but to hold open the order while the Supplier is fully liable for all
extra costs that might result from delay, (iii) claim full compensation forthe delay damage.
The Supplier agrees to inform AISIN-EUR by phone and email within 24
hours of all problems related to delivery of the Products. Information must
include as applicable: (i) technical description of problem(s), (ii) impact on
production and delivery planning, (iii), next delivery date and quantity, and(iv), short and long term recovery plan.

Any circumstances beyond the control of the parties (such as industrial disputes,
natural disasters, fire, war, blockade, mobilization, requisition, seizure, nonissuance of import or export licenses, currency/exchange restrictions, rebellion,
general scarcity of means of transport, general restriction on access to power
supply etc.) preventing the performance of the Purchase shall be regarded as caseof relief. The party seeking to claim relief on the basis of any of the above
circumstances shall immediately inform in writing the other party of the occurrence
and cessation of such circumstances. The existence of such circumstances shallrelease the parties from the liability to deliver and to purchase for the duration ofthese circumstances.

to submit any form of complaint or comment concerning either a visible nonconformity, or visible deficiency of the goods sold, in the absence of which
the goods are deemed to be accepted.
5.

Delay
7.1.

guarantees the delivery of the Products, according to specifications,
during 15 years after the EOP. During this period the Supplier shallmaintain all know-how and information necessary to produce theProducts and shall ensure proper maintenance of tooling and equipment’s
without extra cost to AISIN-EUR.
Premature delivery. At its discretion, AISIN-EUR may decide to return
immediately, at the Supplier expense, all Products delivered prior to theagreed delivery date.

10.2. Products and Material Legal Compliancy. All purchased material used in
the Products manufactured by the Supplier shall satisfy current
governmental and safety constraints on restricted, toxic and hazardous
materials; as well as environmental, electrical and electromagnetic
considerations applicable under European regulations. All legal
documents regarding the Products have to be included with the delivery.
11.

Quality Assurance and Documentation
11.1. The Supplier shall maintain a quality management system in accordance
to the stipulations of section 9 Certification Requirements above. The
Supplier shall always conform to the latest version of ISO 9001 or IATF and
ISO 14001, environmental management standards, demonstrate his
certification by an accredited 3rd Party certification body. For electronic
components moreover the standards as outlined by the Automotive
Electronic Council (AEC, www.aecouncil.com) are applicable. The quality
policies and procedures shall be practiced throughout the entire
organization of the Supplier.
11.2. Concerning his deliveries the Supplier shall comply with the acknowledged
standards of engineering, the safety regulations and the agreed technical

Revision: 5.0

General Terms and Conditions for the Purchase of Production Material
AISIN Europe S.A., Avenue De L’Industrie 19, 1420 Braine L’Alleud, Belgium
BCE:0401.891.982
Edition 11/2021
data. Changes to the relevant specification including process and product tobe delivered are subject to the previous written consent of AISIN-EUR.
11.3. Products supplied shall be in compliance with their Specifications. The
Supplier shall check without delay whether a description provided by AISINEUR is in any way incorrect, out-dated and / or incomplete. In such case theSupplier shall immediately give notice in writing to AISIN-EUR.
11.4. Inspection rights. At any time during normal working hours and at whateverstage of manufacture, AISIN-EUR is permitted to have the quality of thematerials and parts used inspected and investigated by one or more duly
appointed authorised persons. The fact that no comments have been madefollowing these inspections or investigations in no way prejudices the right of
AISIN-EUR to refuse the material if it is not correct or is afflicted with visibleor hidden defects.
12.

Samples and Approval
12.1. If applicable in the relation between the Supplier and AISIN-EUR, massdeliveries may be commenced only after AISIN-EUR has accepted samples.
Notwithstanding the afore-stated the Supplier shall permanently control thequality of the Products delivered. The contracting parties shall inform eachother of the possibilities of improving the quality of the Products to bedelivered.
12.2. Product Part Approval Process (PPAP) is applicable only for components
which are selected by AISIN-EUR. PPAP documents have to be provided by
the Supplier where appropriate. The PPAP procedure is to be applied for newparts or when technical modifications to products and/or changes to
production process or prequalification of the process occur.

13.

Changes to Products
13.1. AISIN-EUR reserves the right to request changes to the Products. If suchmodifications affect the production or delivery cost of Products, the Parties
shall make an equitable adjustment in the purchase price. Delivery schedules
and / or relevant purchase orders will be modified in writing, as and after
agreed with the Supplier.
13.2. Any intended change to the Products including the Design, the Bill of Material(BOM), the Drawings, the Production Instructions that affect the form, fit,
function and / or reliability by the Supplier shall be informed and forwarded
to AISIN-EUR in writing with e ‐ Mail to: “PCN@aisin-europe.com.” The
Supplier shall obtain AISIN-EUR ’ s written consent, which shall not
unreasonably be withheld, at least six (6) months prior to implementation of
an intended change.
13.3. AISIN-EUR and the Supplier guarantee to each other in any case of a change
to the Products to closely coordinate the change process together and tomaintain sufficient parts supply of Products to cover AISIN-EUR procurement
requirements until the change takes place in order to avoid a disruption of
production lines.
13.4. In any case Supplier shall give AISIN-EUR an opportunity to place orders andmake available to AISIN-EUR Products in sufficient amounts before thechange takes place.

14.

15.

15.3. Notwithstanding any other claim for direct or consequential damages,
AISIN-EUR can claim indemnification for hidden defects and claims on thebasis of the Product Liability Act and the Civil Law.
15.4. The warranty for defective Products expires at the end of forty two (42)months after acceptance in accordance to article 4.1 (Warranty Term).
15.5. Warranty Survival. The warranty set forth above shall survive the transferof the Products to AISIN-EUR customers.
15.6. Warranty claims don’t arise if a defect is attributable to the nonobservance of operation, service or installation instructions, inappropriate
or unsuitable use, incorrect or careless treatment, normal wear and tearas well as to changes to the Products supplied, made by or on behalf of
AISIN-EUR.
16.

Liability
16.1. Insofar as these conditions do not provide for other liability clauses, theSupplier shall be liable for damage directly or indirectly caused to AISINEUR as a result of defective supply, violation of official safety regulations
or for any other reason, attributable to the Supplier, according to thefollowing.
16.2. Supplier shall hold AISIN-EUR and its shareholders, directors, employees,
agents, distributors, parent companies and subsidiaries, free and harmlessfrom any claim, damage, loss, costs, expenditure, obligations, liabilities
and legal proceedings, including but not limited to interest and penalties,
reasonable lawyers’ fees and costs and all amounts that are paid with aview to settling a demand, claim or legal proceedings arising from,resulting from or connected to: (i) non-compliance with or violation of any
obligation stipulated in the General Terms and Conditions by Supplier; and(ii) claims of any nature whatsoever by a third party suffering any damage
whatsoever that is directly or indirectly the result of Supplier’s Products.
16.3. If AISIN-EUR intends to assert a claim against the Supplier according to theafore-stated provisions, he shall forthwith consult the Supplier and shallcomprehensively inform him. He shall give the Supplier the opportunity toinvestigate the damage occurred.

17.

Trade Mark and Industrial Property Rights (IP)17.1. The Supplier shall be liable for any claim which results from theinfringement of IP, either granted or applied for. The Supplier shall hold
AISIN-EUR and his customers free and harmless of all liabilities resulting
from making use of such IP. To fulfil its obligations under this agreement
the Supplier is obliged at its own cost either to (i) obtain for AISIN-EUR theright to continue using the infringing product (ii) substitute other productswith equivalent functional capabilities or (iii) modify the product so that it
is no longer infringing while retaining equivalent functionality.
17.2. The afore-stated shall not apply inasmuch as the Supplier has
manufactured the Products to be delivered according to drawings, models
or similar descriptions or statements provided by AISIN-EUR and if, at thesame time, the Supplier does not know that protective rights were
infringed.
17.3. The contracting parties commit themselves to inform and to support eachother forthwith on all risks of violation or alleged violations and to give
each other the opportunity to jointly oppose such claims.
17.4. At the request of AISIN-EUR the Supplier shall inform AISIN-EUR about theuse of any published or unpublished protective rights relating to the
Products to be delivered regardless whether they are owned by the
Supplier or licensed to the Supplier including also any rights pending.

18.

Manufacturing Equipment and Confidential Information
18.1. AISIN-EUR has the exclusive property rights and ownership for tools,
samples, designs, special equipment’s, specifications and results ofdevelopment activities for which AISIN-EUR pays the cost. The Suppliershall make tools, samples, designs, special equipment’s, specifications andresults of development activities available to AISIN-EUR immediately.
18.2. Tools, samples, designs, matrices, models, jigs and any other equipment
owned by AISIN-EUR must not, prior written permission, be used by The
Supplier for other purposes than the fulfilment of its obligations under thisagreement nor for the benefit of any other party. AISIN-EUR shall have theright to discretionary ask the Supplier to return tools, samples, designs andother special equipment owned by AISIN-EUR. Tools, samples, designs andother special equipment’s owned by AISIN-EUR may not be removed or
destroyed without permission of AISIN-EUR in writing.
18.3. Supplier undertakes to safeguard with all due care and diligence themodels, tools and molds entrusted to it. It shall, at its own expense,
provide any insurance necessary against fire, theft, or any other damage
which may occur to the models, tools and molds deposited, and this for aminimum insured sum of Euro corresponding to the value of the models,
tools and molds. If it so wishes AISIN-EUR may ask Supplier for a copy of
the insurance policies and the proof of the payment of the premiums.
Supplier shall affix clear distinctive signs on all models, tools and molds,
which shall be stored in a confined space to that purpose, so as to be easily
distinguished from all other models, tools and molds deposited by others
or owned by Supplier himself. The models, tools and molds shall be
returned in good order to AISIN-EUR upon its first request. Supplier shalltake all measures to avoid any third parties to enforce any rights or seizure

Discontinuation of Products
In case Products (parts or components) are going to be discontinued, the Supplier shallinform AISIN-EUR in writing of discontinuation with a minimum lead time of six (6)months prior to the discontinuation of the Products. The written information must
include (i) information about actions which have been taken and/or will be taken inorder to maintain the Supplier ability to deliver The Products to AISIN-EUR and (ii)other information related to equivalent parts or replacement parts.

Warranty
In accordance with applicable law and, if defective or non-conforming Products aredelivered, and if the Supplier is not able to immediately replace the deficient Products
AISIN-EUR is entitled to claim as follows:
15.1. Before start of production (processing or fitting) the Supplier shall be given
the opportunity to sort out as well as rework defective Products. In case theSupplier is unable to accomplish the afore-stated or in case the Supplier does
not conform with it immediately, AISIN-EUR is entitled to rescind the contract
to this extent and return the Products at the Supplier’s risk and cost. In urgent
cases AISIN-EUR may, after consultation with the Supplier, accomplish the
rework himself or have it done by a third party. Any costs resulting thereof
shall be borne by the Supplier. In the case the same Products are repeatedly
supplied in a defective condition, AISIN-EUR shall be entitled to rescind thecontract also with respect to the Products not yet supplied, upon written
notification, as from the second defective condition of the Products. On
request the Supplier shall send a duly qualified technician at its cost andexpense to the affected Aisin Europe Production site in Belgium.
15.2. In the event the defect is discovered only after start of production eventhough AISIN-EUR has carefully attended to the notification of deficiencies as
outlined in article 4.1 of this General Terms and Conditions then AISIN-EUR isentitled to: (i) claim supplementary performance and indemnification for costof transport as well as cost of dismantling and installation (cost of labour andcost of material), which are required for the additional fulfilment, or (ii) to
reduce the purchase price.

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Revision: 5.0

General Terms and Conditions for the Purchase of Production Material
AISIN Europe S.A., Avenue De L’Industrie 19, 1420 Braine L’Alleud, Belgium
BCE:0401.891.982
Edition 11/2021
on the models, tools and molds. If the goods are stored in premises rented by
Supplier, he must inform lessor of these premises by registered mail that thestored goods are not its own property, and that lessor cannot enforce its
privilege of unpaid lessor on the models, tools and molds. Likewise, Suppliershall inform pledgees and other preferential creditors of the ownership rights
of AISIN-EUR on the models, tools and molds. Supplier shall inform AISIN-EUR
without delay and through the most appropriate channel of any claims thatthird parties may wish to make on the goods and of every seizure,precautionary measure, measure of execution, process served by a bailiff, etc.
Supplier shall reimburse AISIN-EUR for all costs, including lawyers’ fees, which
the Depositor incurred for recovery of the models, tools and molds.
19.

General Provisions
19.1. Should one of the provisions of these conditions or of any additional
stipulations agreed upon be or become invalid, the validity of the remaining
part of these conditions shall not be affected thereby. The contracting partiesare committed to replace the invalid provision by another equivalent term, inso far as this is possible, with respect to the commercial effect.
19.2. If the parties have not agreed otherwise the laws of Belgium shall be applied
exclusively. The application of the uniform laws of sale contained in the
Vienna Convention on International Sale of Products (CSIG), dated 11th ofApril 1980, is hereby excluded.
19.3. Any dispute between the parties shall be settled by the courts of the district
where Aisin Europe has its registered office.

20.

Privacy
20.1. Privacy. Any Personal Data provided by the supplier will be processed by Aisin(TC) Europe SA (Avenue de l'Industrie 19, 1420 Braine-l'Alleud, Belgium,
registered under the number 0401.891.982), the European Head Quarter ofthe Aisin Corporation Co. Ltd. group of companies with seat in Kariya, Japan,
the Controller, for the following purposes (i) to communicate with the
supplier, (ii) to take steps prior to entering into a contract with the supplier,(iii) to perform a contract with the supplier, (iv) to comply with any legal or
regulatory obligations, (v) to review and evaluate the supplier and (vi) to
manage Aisin (TC) Europe’s business operations.
20.2. Depending upon the purposes of processing, the Controller relies on (i) thenecessity for the performance of a contract or for taking pre-contractual
measures, (ii) the necessity for compliance with legal and regulatory
obligations Aisin (TC) Europe is subject to and/or (iii) Aisin (TC) Europe’s
legitimate business interests. Where Aisin (TC) Europe relies upon its
legitimate business interests, this includes the pursuit of its commercial
activities and objectives and the maintenance and development of therelationship with its suppliers.
20.3. The personal data provided by the supplier may be shared within Aisin (TC)Europe on a ‘need to know’ basis. In addition and on a need to know basis
only, Aisin (TC) Europe may disclose personal data provided by the supplier
to its contractors and service providers.
20.4. The personal data provided by the supplier may be disclosed or transferred
to other entities within the Aisin (TC) Europe group of companies, both within
and outside of the European Economic Area (EEA) (incl. Japan...).
20.5. In order to ensure adequate protection of the personal data when transferredoutside the EEA, Aisin (TC) Europe has entered into Standard Contractual
Clauses with the entities within the AW Group of companies located outside
the EEA. Upon request, Aisin (TC) Europe will provide further details on thesearrangements.
20.6. Deletion and Retention of Personal Data.
20.6.1. Personal Data provided by the supplier will be deleted or locked fromaccess when the purpose of use of Personal Data ceases to exist (ref. par. 1
above), unless otherwise required by law. Aisin Europe obeys and respects all
statutory requirements stipulating the periods for retention of Personal Data.
20.6.2. Data subjects have the right at any time to personally request access toand rectification of their personal data, or erasure of their personal data, or
restriction of the processing of their personal data concerning the data subject,or to object to processing. Data subjects have the right to object at any time tothe processing of their personal data for the purposes of direct marketing as wellas the right to data portability. Such rights may be exercised by sending an
Electronic Notification to the Controller by e-mail to the following address
GDPR@aisin-europe.com including data subject’s unique identity. Data subjects
also have the right to lodge a complaint with a supervisory authority.

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Revision: 5.0