General Purchasing Terms and Conditions of the MAHLE Group based in Spain
1. Determining Conditionsa) The General Purchasing Terms and Conditions
set forth below have exclusive validity for all MAHLE
companies in Spain (“MAHLE”). MAHLE only recognizes the General Sales Conditions or the supplier’s alternative conditions where these have been
expressly recognized in writing by MAHLE.
b) These General Purchasing Terms and Conditions(hereinafter “GPTC”) are also valid in the event that
MAHLE, whilst being aware of the supplier’s otherconditions or which differ from these conditions,should accept the supplies from the supplier without
reservation.
c) These GPTC in their current version (www.mahle.
com) shall also be valid for all future transactions
performed with the supplier, and express reference
shall be made to them in all subsequent agreements
where the clauses of the original agreement are partially amended.
2. Offer, Modifications and Waivera) Orders, contracts and order releases as well as
modifications and supplements thereto must beplaced and made in writing. They do not need to besigned by MAHLE. Orders placed by fax, e-mail, orby any other electronic data-transmission systemshall be deemed to be in compliance with the requirement for orders to be placed in writing.
b) Supplier shall confirm acceptance of the order
within five (5) working days.
c) Unless otherwise expressly agreed in writing,other additional costs shall not be admitted nor remunerated.
d) Even after the order has been confirmed by the
supplier, MAHLE may at any time, by written,change or cancel order, make changes to the ordered quantities, the drawings, designs or specifications applicable to the goods or services covered bythat order, the method of shipment and packing,and/or the delivery conditions. In this case, the parties shall consider in an appropriate way the con- sequences of such change on the performance time,
manufacturing cost of the goods, or the cost of furnishing services, and agree on an equitable adjustment in the purchase price or in the delivery schedule where justified.
3. Invoice, payment, pricesa) The price stated on the order statement is binding
unless otherwise agreed. The prices are “Delivered
Duty Paid” (DDP Incoterms 2010) including packaging. Value added tax (VAT) is not included. The
supplier bears all risks of loss or of damage to thegoods until the goods are received by MAHLE or by© MAHLE, 2018its representative at the location to which the goods
are to be delivered according to the contract.
b) Where “EXW“ delivery is agreed in accordancewith Incoterms 2010, transportation shall be performed by a forwarding agent approved by MAHLE.
c) Immediately after delivery, the invoice shall besent by post to MAHLE’s postal address or by electronic data-transmission. The invoice shall show thedate, the puchase order number, and the supplier
number. If these requirements are not fulfilled, theinvoice shall not be recognized by MAHLE.
d) The invoice shall be settled at 60 days as of thedate thereof, with the payment date being the last
day of the month. Any other method of payment
must be negotiated with the Purchasing Services of
MAHLE.
e) The acceptance of the supplied goods and/or
payment therefore by MAHLE shall not constituteany acknowledgement of debt and are performed
subject to the review of the invoice and enforcementof warranty rights and/or compensation claims.
f) The price modifications caused by design changes or by changes in the product requirements shallbe discussed and established by the Parties after acommon cost analysis.
g) The SUPPLIER has to be available to analyze
and negotiate yearly price reductions, according to
MAHLE’s needs and to the extent it may be economically acceptable to the SUPPLIER, due to the
MAHLE’s customer cost reduction pressure, pricereductions imposed by competitive pressures or due
to competitive offers, in order to sustain the futurebusiness.
h) The Supplier shall be available to analyze anddiscuss the prices in case of volume modifications
as well as extraordinary price modifications in the
raw material range. The Supplier shall also be available to discuss and offer competitive prices andtrade conditions, by taking into account the conditions existent in the market, in a given time, for thesame products.
4. Delivery terms, delays in delivery, transfer of riska) The agreed delivery terms shall be binding, except when modified under the terms of Clause 2. d.
above. Compliance with the delivery terms shall beassessed, depending on the agreed delivery conditions, on the basis of delivery of the goods at theplace where the goods are to be received or used asindicated by MAHLE, or on the prompt collection
date of the goods provided to MAHLE.
b) MAHLE shall not be obliged to accept early deliveries or partial deliveries that have not been
agreed.

c) The supplier shall be obliged to inform MAHLE
immediately in writing in the event circumstancesarise or are acknowledged that prevent the agreed
delivery terms from being met. In any event, this obligation to inform MAHLE does not of itself release
the supplier from liability for the delay.
d) Any special transports, for which the supplier is
responsible and which have been ordered thereby,
must be registered by the SUPPLIER, indicating theorder particulars/information, as well as the reason
for the special transport and the corrective measures
therefore, and must be communicated to MAHLE’s
Logistics Department. The supplier must introduce
the corrective measures immediately.
e) The supplier shall be liable for all damages andbear all the charges, costs and indemnities resulting
from delivery date discrepancies, defects or lack ofconformity with the stipulated delivery terms, including those damages entailed by liability on MAHLE
upon its customers’ claims.
f) In case MAHLE incurs in additional logistics expenditure as a result of premature deliveries (pre- viously agreed with MAHLE), surpluses and further
discrepancies in delivering and packaging instructions, MAHLE shall forward a debit note, to be calculated according to the attachment Nr.1 – “Cost Recovery for Non compliance with Quality Requirements”.
g) Unless agreed otherwise, the goods shall be delivered, carriage paid, at MAHLE’s address, at theplace of receipt or use as indicated by MAHLE.
h) The supplier is under a duty to attach the cor- responding delivery notes to its dispatches, valued
with the net price. The delivery notes shall state
MAHLE’s purchase order number and the supplier
number. If these requirements are not met, MAHLE
shall not be responsible for any delays arising during processing as a result thereof.
5. Force majeurea) Cases of force majeure, which cannot be avoided, even by taking reasonable care, shall release thecontracting parties from its contractual obliga- tions
to supply for as long as the situation persists and to
the extent their liabilities are affected.
b) In such a situation, the parties are respectively required to inform each other immediately and to adapt
their obligations in good faith to the new cir- cumstances.
c) If the situation lasts for more than two (2) months,
each party shall be entitled to withdraw from or cancel the contract or order regarding the yet unfulfilledparts of the contract.
d) Labor disputes are not deemed to be force majeure.

16. No incoming inspection by MAHLEa) Prior to delivery, the supplier shall make all thecontrols (including the non-destructive tests and inspections reasonably expectable of a qualified andcareful supplier) which are necessary and appropriate to enable it to warrant the quality, conformity andsafety of its supplies and services. MAHLE shall not
be obligated to carry out any incoming inspection but
reserves the right to examine that the goods delivered conform with those ordered and inspect themfor any discrepancies in quantity or externally identifiable damage. The supplier shall waive any further
incoming inspection and testing on MAHLE’s part. In
the case of defects that are not ascertained by
MAHLE until the supplied goods are being processed or used for their intended purpose, MAHLE
shall inform the supplier immediately upon ascertaining the defects. In this respect the supplier shallwaive the defense of delayed complaint.
b) No assistance by MAHLE to the supplier in informing him of the applicable standards and regulations that shall release it from its quality obligations.
7. Quality and documentationa) The supplier must respect the acknowledged
technology rules, the safety regulation, and theagreed technical data for his deliveries. Where thesupplier has received drawings, samples or other instructions from MAHLE, it shall be under obliga- tion
to comply with them regarding model and the characteristics of the material to be supplied, other- wise
the supplied products shall be considered de- fective. Any modification to the item to be supplied must
always be previously approved in written form by
MAHLE.
b) Where the supplier delivers production material
to MAHLE, the following provisions shall have full
validity, except where in a specific case MAHLE
should so determine in writing or should agree otherrequirements with the supplier.
c) The supplier shall have or implement a quality
management system based on IATF 16949, in its
current version. The certificates of acknowledged
certifiers or certificates by second parties may be
acknowledged, as well as equivalent quality management systems, (e.g. ISO 9001, etc.). The supplier shall supply MAHLE with a copy of the corresponding current certificate. In case of loss of accreditation, MAHLE must be informed immedi- ately.
d) For the first samples, reference is made to the
PPAP Level III last version. Aside from this, the supplier must keep a constant check on the quality of
the articles it supplies. Furthermore, MAHLE and the
supplier shall inform each other reciprocally of thepossibilities of other quality im- provements.
e) Where MAHLE and the supplier have not definitively agreed neither manner nor the scope of thecontrols, nor the control tests and methods, MAHLE is prepared, at supplier request, in so far as its© MAHLE, 2018

know-how, experience, and possibilities allow, todiscuss the controls with the supplier in order to determine the corresponding state necessary for thetechnical control.
f) In case of parts mentioned specifically in technicaldocuments or a separate agreement, the suppliershall keep special records showing when, how andwho tested the delivery items for their characteristics subject to documentation and the results of therequired quality tests. The test documents shall be
retained for ten (10) years and shall be submitted to
MAHLE if necessary. The supplier shall impose thesame obligation on subcontractors within thebounds of what is legally possible.
In case the Supplier does not fulfil the quality andcertification requirements to which it is obliged bylaw or under this contract, MAHLE will penalize theSupplier according to Attachment Nr. 1 of these
GPTC ”Cost Recovery for Non Compliance with
Quality Requirements”.
All the costs originated by the non fulfilment of thementioned requirements will be transferred to the
Supplier, including the logistics and administrative
costs.
g) MAHLE and its customers, at MAHLE’s own costand expense, shall have the right during reasonablebusiness hours and upon at least two (2) days priorwritten notice to inspect the Supplier’s and its subsuppliers’ facilities and to perform quality audits withrespect to the materials provided.
8. Hazardous materials and substancesandproduct defectsa) The supplier shall have ISO 14001 certification or
has to implement an environmental management
system based on ISO 14001 in its current version.
The supplier shall also observe the legal regulationsof the manufacturing and selling country relating togoods and materials as well as processes which are
subject to special treatment, etc., as regards theirtransportation, packing, labelling, warehousing,treatment production and disposal on account oflaws, ordinances or other regulations, or on accountof their composition and environmental impact.
Goods, materials, and processes which, pursuant tolaws, regulations, and other provisions, or due totheir composition and environmental impact, require
special treatment in their transportation, packaging,
identification, storage, handling, manufacture, andwaste disposal, are subject to compulsory compliance with the legal requirements of the country of
manufacture, as well as with those of the country of
distribution.
b) In this case, the supplier shall supply MAHLE, prior to confirmation of the order, with the documents
and certificates that prove effective compliance withthe specific regulations. Generally, all hazardous
substances and water-endangering may only be delivered upon the prior presentation of a safety data
sheet, duly in compliance with EU Directives, excluding MAHLE from any legal liability arising out of
failure to comply with the mentioned regulations.
Should the requirements set forth in a) be alteredduring the course of the supply, the supplier shall immediately provide MAHLE with all documents cor- responding to the amended requirements.
c) MAHLE shall be entitled to return to the supplier
any hazardous materials or substances and waterendangering materials which have been proposedand delivered for tests. The costs shall be borne by
the supplier.
d) To the extent possible, the supplier shall use recycling material in the production process, and label
all products accordingly.
e) The Supplier shall be liable for material, manufacturing, design defects and any damage which occurs as result of non-compliance with the existing legal regulations.
f) The Prescription List/List of Substances Subject to
Declaration shall be taken into account as regards
the contents of the delivery items. The latest versionof this list can be found in the section “Environment”
on our Internet homepage on www.mahle.com.
g) The supplier shall enter all necessary informationin the IMDS Database (International Material Data
System, www.mdsystem.com); the approved andaccepted IMDS entry for all relevant material data is
a component and precondition of each successful initial sample approval.
h) In case of disagreement, the existence of any
material, manufacturing and design defects in the
supplied goods and the correspondent responsibility shall be finally determined by MAHLE.
i) The Supplier agrees to abide by the EU regulation
concerning the registration, evaluation, authorisation and restriction of chemicals (EU regulation Nr.
1907/2006 dated 12/18/2006, hereinafter ”REACH”).
The Supplier must carry out all pre- and registrations
on time. MAHLE is exempt of any liability for thesepre- and registrations. The Supplier accepts that thematerial cannot be delivered if the REACH requirements are not fulfilled or are inadequate.
9. Packaginga) The requirements of the packaging regulations
and ordinances must always be complied with.
b) The supplier must collect the used packaging,
empty of remains, free of charge. Should this not be
possible, the supplier must bear the costs cor- responding to the disposal of the waste.
10. Warranty/Claimsa) The supplier shall match the same warranty that
the OEM grants to the end customer.
b) The warranty period of the supplied goods for serial defects shall be of ten (10) years.
c) The content of items 10 a) and 10 b) shall apply
also for replacement parts.

2d) For the avoidance of doubt, a defective product inthe sense of this clause is any product which is delivered to MAHLE which (i) does not fulfill the MAHLE specifications, samples, drawings or any kind of
instructions, or (ii) are not free of design, material,
manufacturing or quality defects, or (iii) are not, in
any way, in compliance with any relevant legal regulations or MAHLE’s requirements from time to timein force in the countries where products or end- products equipped with products are sold or used, as thecase may be. Supplier expressly guarantees that all
products to be delivered in accordance to a design
approved by MAHLE are fit and adequate for the intended purposes.
e) In case that MAHLE detects any quantity or quality discrepancies in the ordinary course of business,
MAHLE shall immediately inform the supplier of thedetected discrepancies. Other defects detected by
MAHLE during the transformation of the supplied
goods or during thereof use according to their purpose, shall be informed immediately by MAHLE
once they are detected. In any case a formal claim
will be sent to the supplier as well as the damage
costs provoked by the detected discrepancies.
f) If a defective delivery is made, the supplier shall,
at MAHLE’s choice, remedy the defect or make a
new delivery, unless this should not be reasonable
for MAHLE. In both cases, the supplier shall bear all
costs arising. In case of a new supply, the suppliermust collect the defective parts, at its own expense.
g) Should the supply of defective parts occasion
MAHLE costs such as e.g. transport, infrastructure,
workmanship and materials, or for receipt controlsthat are more stringent than normal, the Suppliershall be under a duty to compensate MAHLE.
h) The foregoing entitlement to claim for defects
shall expire after three (3) years have elapsed following the date of delivery of the goods (assignment of risk), unless stated to the contrary below.
Where the supplier supplies MAHLE with production
material which, in accordance with the intrinsic purpose thereof, is finally assembled in cargo vehicles
or engines, the expiry period commences as fromwhen the end-client puts the vehicle or engine into
service. In order to determine the date of entry into
service, the date of first registration shall be taken
into account, provided that the vehicle or the engine
requires registration. The expiry period shall in any
event expire after three (3) years have elapsed following the delivery of the goods to MAHLE. In thecase of defects in articles supplied which, in accordance with their habitual purpose, are used forconstruction, or in the case of statutory defects, thevalidity to claim for MAHLE site shall be of ten (10)years.
i) Where a defect is detected within six (6) months
as from the expiry of the assignment of risk, it shallbe deemed that the defect already existed at thetime the assignment of risk took place, unless thesaid assumption is incompatible with the type of itemor with the defect.
j) Furthermore, where by reason of defects in the
goods that are the subject of the order supplied© MAHLE, 2018

by the supplier, MAHLE should be under a duty tocollect the goods manufactured or sold thereby, or
should incur reductions in their sale price, or should
be sued, MAHLE reserves the right to pass on theseeffects to the supplier.

b) In cases of liability for harm caused by the product according to sub-clause 11 a), the Supplier shallprovide MAHLE with all the necessary information
and any support within the bounds of reason to fend
off claims.

k) MAHLE may seek compensation from the supplier for any costs it has had to bear as against its
client due to the fact that the said client is entitled tocompensation for the costs incurred in the recovery,
especially transport, infrastructure, workmanshipand material costs, and losses and harm.

c) If MAHLE is obliged to carry out a recall action orservice campaign due to the defective nature of thegoods delivered by the supplier, or if it is necessaryon account of danger to human health or life or tomaterial assets, the supplier shall be obliged to pay
the resulting costs.

l) MAHLE may, at its own discretion, charge a lumpsum, to be calculated according to the Attachment
Nr.1 – “Cost Recovery for Non Compliance with
Quality Requirements” for each claim it receives
from clients. In any case, if MAHLE chooses tocharge this lump sum, it shall be nonetheless entitled to charge the supplier for any additional costs inexcess of the lump sum, generated by, for example,
reconditioning, new packaging, reverification, transports, etc.

d) The supplier shall indemnify MAHLE or other third
parties for all claims, damages and losses due totheir product defects.

m) Notwithstanding the provisions of section 10 g),
the expiry period for entitlement to pass on dam- age
and loss incurred is ten (10) years, as from the dateof payment or repair by MAHLE to its client or enduser. However, the supplier’s strict liability ex- pires
after ten (10) years have elapsed following the placement into circulation of the defective product causing
the damage.
n) Where MAHLE, in its capacity as a supplier to themotor industry, undertakes as against one of its clients to accept liability for defects for a longer term orwith a broader scope, the supplier, if it supplies production material, shall in the future also be under aduty to accept the said rule, following notification inwriting.
o) In those cases not expressly provided for in thissection, any other rights pertaining to MAHLE to receive compensation for losses and harm caused by
the supplier’s negligence or following warranties
made thereby shall be retained intact
11. Product liability and Recalla) If legal action is taken against MAHLE due to
product liability or on account of the contravention of
official safety regulations due to a defect in a productit has manufactured or otherwise put into circulation,
the supplier shall be under a duty, pro- vided that thedefect in MAHLE’s product is due to a failure in the
goods supplied by the supplier, to hold MAHLE
harmless at first request for all claims, to pay thedamages. This also includes the costs occasioned
to MAHLE on account of hiring profes- sional counsel for its defence and legal representa- tion, as well
as for the hire of technical professionals– experts – necessary for its legal defence or thecosts that arise in general terms with regard to defending claims for liability with regard to the product.
If MAHLE is subject as against the affected party to
special rules with regard to the burden of proof, thesaid rules shall also be valid for the relationship between MAHLE and the supplier.

e) Supplier shall assure that the manufacture, sale
and/or use of the goods supplied to MAHLE, will not
infringe or contribute to the infringement of any intellectual property rights. Supplier shall agree to defend, protect, save harmless and indemnify from allloss and damage, whether directly or indirectly,
MAHLE, its customers and final users of its products, as to any claim or demand based on or arisingout of infringement or an allegation of infringement
and, after notice, to appear and defend at Supplier’s
own expense any suits arising from such claim.
f) Should MAHLE be partly responsible for the defect in the product or for the need to perform a product recall action for harm caused by defective products, the Supplier shall be under obligation to pay acompensation to MAHLE.
g) The supplier shall be under obligation to take out
civil liability insurance sufficient to cover all the risksof harm caused by the product, including the risk ofa recall or service campaign. At request of MAHLE,
the supplier shall provide documentary evidence of
this insurance straightaway.
12. Industrial Property Rightsa) The supplier warrants that all supplies are freefrom patents and intellectual property rights pertaining to third parties and that the supply and use
pursuant to contract by MAHLE and its clients of thearticles supplied does not infringe any patent or
third-party intellectual property rights. This shall also
be valid for patents published abroad. The suppliershall hold MAHLE and its clients harmless as against
any claims by third parties for patent infringement,
and shall bear all costs incurred by MAHLE in thisregard. In the event of patent infringement, MAHLE
shall furthermore be authorized, according as it may
decide, to obtain approval from the patent holder foruse of the patents that have been infringed, at theexpense of the supplier.
b) This shall not be valid if the article supplied has
been manufactured in accordance with drawings,
models, or other detailed indications by MAHLE, andthe supplier was not aware, nor need it have beenaware, that this constituted an infringement of patent rights or of third-party intellectual property rights.

3c) The parties undertake to inform each other immediately of any risks of infringement they may beaware of, and of supposed cases of infringement,
and shall compensate by mutual agreement, in so
far as is reasonable, any claims for infringement of
the said rights.
13. Toolinga) In case the price to be paid for the goods requested by MAHLE includes special tooling, or any
other equipment, such tooling/equipment shall be or
become the property of MAHLE. The supplier shalltransfer the sole property of tooling to MAHLE nolater than upon final payment.
b) The supplier shall not use the mentioned toolingfor the supply of third parties.
c) Supplier agrees to maintain and repair tooling at
no expense to MAHLE and from time to time replace tooling without expense to MAHLE, except ifthat costs incurred as a result of MAHLE’s designchange or specifications shall be paid by MAHLE.
d) The supplier shall reduce the price of the supplied
products when the amortization period for tooling
and/or equipment is complete.
14. Obligation to assure supply of spare partsa) The supplier shall deliver spare parts at serial
price for a minimum of fifteen (15) years after end ofserial production and offer an all-time production at
the latest serial price.
b) The supplier shall provide MAHLE with all necessary rights in order to file patents regarding all
product related inventions, as well as with all further
Know How related to the productc) The supplier shall grant to MAHLE a non-exclusive, free of charge, transferable, unlimited in time,
scope and content license on its background rights
in as far as they shall be deemed necessary for utilizing the supplied products.
d) The supplier shall grant to MAHLE an exclusive,
free of charge, transferable, unlimited in time, scopeand content license on its copy rights in as far as
they are related to the products.

15. Retention of Title, Means of productiona) MAHLE shall not accept any extended reservation of title of the supplier.
b) The means of production provided to MAHLE’s
supplier (especially parts, raw materials, or tools,etc.), as well as any documentation, samples, models, data, etc., shall remain in the ownership of
MAHLE.
The supplier shall be under an obligation to attach
an indication of MAHLE’s ownership to any meansof production provided by MAHLE, and to insure© MAHLE, 2018

them against fire, water, and theft for their new replacement value. The supplier shall prove the existence of the corresponding insurance policy to
MAHLE under request. The supplier shall at its own
expense perform such maintenance as may be required within the normal time intervals. The suppliershall notify MAHLE immediately of any damage or
breakdowns.
c) The transformation, reconstruction, or assemblyby the supplier of the means of production provided
by MAHLE shall be performed for MAHLE. Should
the transformation, reconstruction, or assembly leadto an inseparable mix of objects belonging to
MAHLE with objects belonging to the supplier or toa third party, MAHLE shall acquire co-ownership ofthe new object in the same proportion as the value
its objects had with regard to the new object, irrespective of the party to which the essential or accessory parts of the main object corresponds and of
the party owning the most valuable part. The supplier shall hold MAHLE’s share of the co-ownershipon MAHLE’s behalf. To that effect, the supplier shallenter into the necessary agreements with any third
parties to which the abovementioned objects belong
before using such objects in the transformation, reconstruction, or assembly operations. In case it does
not do so and MAHLE is denied co-ownership of the
new objects, the supplier shall compensate MAHLE
for all damages incurred.
d) The supplier shall use the means of production,
documents, samples, models, data, etc. provided by
MAHLE for the exclusive purpose of manufacturing
the goods ordered by MAHLE and shall immediately
return them free of charge at any time to MAHLE under request.
16. Terminationa) MAHLE may terminate this order with immediate
effect by notice in writing to the Supplier any timeafter the occurrence of any of the following events:
1. a material breach by the Supplier of any of its
obligations under these General Purchasing
Terms and Conditions or any other agreements
concluded between the Parties;
2. the making of an administration order in relation
to Supplier or the appointment of a receiver or thetaking possession or sale by an encumbrancer or
all Supplier’s assets and/or the commencement ofany proceedings under applicable insolvency
laws;
3. A change of control of the Supplier.

c) In case this Agreement is terminated for whatsoever reason, the Supplier shall be under the obligation to return all means of production provided by
MAHLE.
17. Confidentialitya) The parties undertake to treat all orders and allcommercial and technical data relating thereto as
business secrets. In particular, all drawings, plans,
calculations, quality guidelines, samples, and othersimilar items received shall be kept in the strictest
confidential. Reproduction and transmission of secret information shall only be permitted within theframework of business requirements. Confidential
information may only be disclosed to third parties after prior written permission has been obtained.
b) The supplier shall give an undertaking to impose
the same obligation on subcontractors regarding themaintenance of secrecy. Confidential informa- tion
provided to the supplier by MAHLE may only be
used by the former in accordance with the regu- lations.
c) The obligation to maintain secrecy shall apply
even after delivery relations have ended. At the endof delivery relations, the Supplier shall be obliged toreturn to MAHLE all business secrets if they are embodied or stored on electronic data media. All business secrets shall be eliminated from the data processing equipments of the Supplier. Copies and duplicates, whatever their format, must be de- stroyedin such a way that their reconstruction be- comes impossible.
18. Place of performance, applicable law andjurisdictiona) The place of performance for the supplier’s delivery
obligations shall be the place of receipt or utilization
specified by MAHLE. The place of performance for
MAHLE’s payment obligations shall be the head officeof MAHLE.
b) The law of Spain exclusively shall apply to this contract. The Vienna UN Convention on the International
Sale of Goods (CISG) shall not apply.
c) The place of jurisdiction for all disputes arising fromthe business relationship between the parties to thecontract shall be Barcelona. MAHLE shall furthermore
have the right at its discretion to take action against
the supplier at the latter’s general place of jurisdictionb) MAHLE will not exercise its rights to terminate theorder under the above section a) 1. of the clause 16
until after it has given the Supplier a written noticeand the Supplier has been granted a reasonable period to remedy the default, not exceeding thirty(30) days.
b) The silence or abstention to act by MAHLE regarding the performance of a material breach by the
Supplier shall not be interpreted as a tacit approval,
nor may be considered as a precedent which is relevant to the Supplier.

419. Final provisionsa) MAHLE shall be entitled to compensate any sums
due to the supplier against liabilities, indemnities or
any amounts due to the supplier under these General Purchasing Terms and Conditions.
b) Should one of the parties seek protection from its
creditors, or should it file for insolvency proceedings, the other party shall have the right to rescindthe order with regard to those parts which have notyet been performed, with especial compliance withthe specific insolvency laws applicable.
c) Should the interpretation of these clauses revealthat one of the terms hereof is confusing or difficult
to apply on account of being imprecise, the said term
shall be interpreted, in so far as is lawful, in such a
way as to be as close as possible to the in- tentionof the contracting parties in accordance with original
meaning and intention of the ineffective or unenforceable provision. The same shall also be applicable to any omission in the order. Likewise, should
any of these clauses be deemed to be in- valid pursuant to the relevant regulations, this shall not affectthe legal validity of the remaining clauses. Anything
considered void shall be interpreted in ac- cordancewith the legal provisions.
d) This English language version of the General
Purchasing Terms and Conditions of the companiesof the MAHLE Group based in Spain exclusively
serves for the purposes of information and trans- lation. In the event of any discrepancies between theterms of the Spanish language version (“Origi- nalversion”) and this English language version, theOriginal version shall prevail in all cases. In theevent of disagreement or litigation, the Original version shall also be the decisive version for the in- terpretation of individual provisions of the General Purchase Terms and Conditions of the companies of the
MAHLE Group based in Spain.
Status: May, 2018

© MAHLE, 20185