MAHLE NORTH AMERICA NON-PRODUCTION PURCHASING
GENERAL TERMS AND CONDITIONSEFFECTIVE DATE: FEBRUARY 2022

NON-PRODUCTION PURCHASING GENERAL TERMS AND CONDITIONS
1The Parties and Goods and Services Covered by the Contract

2

The Contract

3

Prices and Payment Terms

4

Changes

5

Delivery

6

Packing, Marking and Shipment

7

Inspections and Rejections

8

Warranty

9

Seller’s Stock

10

Insurance

11

Indemnification

12Intellectual Property

13

Proprietary Information

14

Competitiveness15

Price Warranty

16

Excusable Delay

17

Duration and Termination of the Contract18

Remedies

19

MAHLE’s Premises

20

Compliance with Laws

21

Customs

22

Confidentiality

23

Notices

24

Diversity Initiative

25

MiscellaneousNON-PRODUCTION PURCHASING
GENERAL TERMS AND CONDITIONS
1The Parties and Goods and Services Covered by the Contract
1.1

Parties. MAHLE, as used in these Non-Production Purchasing General Terms andConditions (“Terms”), means the buyer identified on the face of MAHLE’s Purchase
Order, which may be any of the MAHLE North American entities. Seller is identified on
the face of the Purchase Order.

1.2

Goods and Services. These Terms apply to the purchase of the goods and/or
services ("Goods and Services") identified in a Purchase Order issued by MAHLE to
Seller.

2

The Contract
2.1

Terms of the Contract. The following documents collectively constitute the “Contract”:(i) Purchase Order; (ii) these Terms; (iii) any documents referenced in the Purchase
Order (iv) Exhibits and other documents attached to the Contract; and (v) Supplier
Code of Conduct (“MAHLE’s Policy”), as revised by MAHLE from time to time.
MAHLE’s Policy is available in the download center found by clicking the Supplierportal link at www.mahle.com. Seller is responsible for keeping current regarding theterms of MAHLE’s Policy. The parties will interpret each term of the Contract so that
all of the provisions are given as full effect as possible. In the event of any
ambiguities, express conflicts or discrepancies in the other documents which are partof the Contract, Seller shall immediately submit the matter to MAHLE for its
determination and the parties shall attempt to resolve the matter in mutual agreement.
In the event of a conflict between the documents constituting the Contract, the orderof precedence shall be as follows: first, the Purchase Order; second, any documents
referenced in the Purchase Order; third, Exhibits and other documents attached to theContract; and fourth, these Terms.

2.2

Seller Acceptance. The Contract is an offer by MAHLE to purchase the Goods andServices from the Seller pursuant to the terms of the Contract. The Contract isformed when the Seller accepts the offer from MAHLE. This occurs upon the earlierof: (a) the Seller beginning work or performance with respect to any part of theContract; (b) the Seller notifying MAHLE of its acceptance of the offer; or (c) any otherconduct that recognizes the existence of a binding agreement with respect to thesubject matter of the Contract. Written acceptance is not necessary for acceptanceand contract formation. The Contract does not constitute an acceptance of any offer
or proposal made by Seller. Seller acknowledges that: (i) a request for quotation orsimilar document issued by MAHLE is not an offer by MAHLE; and (ii) any response
by Seller to a request for quotation or similar document issued by MAHLE is not anoffer by Seller.

2.3

Seller’s Terms Rejected. MAHLE expressly rejects any additional or different terms
that Seller proposes, and such additional or different terms are not part of theContract. The Contract is limited to and conditional upon Seller's acceptance of theseTerms exclusively. If Seller proposes any additional or different terms, such proposal
shall not operate as a rejection of the Contract if Seller commences work or otherwise

1

accepts MAHLE’s offer, in which case the Contract shall be deemed accepted bySeller without any additional or different terms.
3

4

Prices and Payment Terms
3.1

Price. The purchase price for the Goods and Services is stated in the Purchase
Order. Unless otherwise stated in the Contract, the purchase price: (i) is a firm fixedprice for the duration of the Contract and not subject to increase for any reason,
including increased raw material costs, increased labor or other manufacturing costs,
increased development costs, or changes in volumes from those estimated or
expected; (ii) is inclusive of all federal, state, provincial, value added and local taxes
and any duties applicable to provision of the Goods and Services; and (iii) is inclusiveof all storage, handling, packaging and all other expenses and charges of Seller.
Seller recognizes that it assumes all risks with respect to cost changes andvariances in volumes.

3.2

Invoices. Seller shall promptly submit correct and complete invoices or other agreed
billing communications with appropriate supporting documentation and otherinformation that MAHLE reasonably requires after Seller delivers the Goods and/or
Services. MAHLE may withhold payment until MAHLE has received and verified acorrect and complete invoice or other required information. Payment terms shall be atleast ninety (90) days following MAHLE’s receipt of the Goods and/or Services at
MAHLE’s designated facility unless otherwise agreed. Unless otherwise agreed,
Seller shall accept payment by check or other cash equivalent, including electronic
funds transfer.

3.3

Currency. MAHLE shall pay Seller in United States dollars unless MAHLE specifies
another currency in the Purchase Order.

3.4

Set-Off. In addition to any right of setoff or recoupment provided to MAHLE by law,
MAHLE shall be entitled at any time to set off or recoup against sums payable by
MAHLE to Seller or any of its affiliates any amounts for which MAHLE determines ingood faith the Seller or any of its affiliates is liable for pursuant to any Contract orother agreements. MAHLE may do so providing prior notice to the Seller.
Changes

MAHLE reserves the right, by written notice, to make changes to the Contract at any time. Seller
shall not make price increases based on modifications to the Goods or Services unless MAHLE
approves the price increases in writing before Seller makes the modification. Seller shall notify
MAHLE immediately if Seller makes any material changes to its Goods or Services, suppliers, orthe methods used to supply its Goods or Services.
5

Delivery
5.1

Time and quantities are of the essence. Seller must make delivery of the Goods
and/or provide Services at the location and within the time that MAHLE specifies in
the Contract. If MAHLE does not specify any terms in the Purchase Order, thenSeller must deliver the Goods Free Carrier (FCA), MAHLE’s selected location. If
Seller fails to make deliveries of the Goods or perform Services at the agreed time,
Seller will pay all costs that the Parties incur to meet the specified delivery
2schedule, including all of MAHLE’s damages. Seller must inform MAHLE
immediately if Seller experiences difficulties procuring materials, or manufacturing
Goods in a way that could prevent Seller from supplying the Goods or performing
the Services within the stipulated period. If MAHLE does not state a delivery datein the Contract, MAHLE may request a delivery date at any time. Seller agrees to100% on-time delivery of the Goods and/or complete performance of the Services
and at the times specified by MAHLE, as stated in the Contract. MAHLE maychange the rate of scheduled shipments or direct temporary suspension ofscheduled shipments and/or Services, neither of which entitles Seller to modify theprice for Goods or Services. MAHLE is not obligated and may refuse to accept
early deliveries, late deliveries, partial deliveries, or excess deliveries.
5.2

6

Returnable Containers. To the extent Seller uses MAHLE-owned returnablecontainers (“Containers”):
a.

Seller shall use MAHLE’s required system for monitoring the location of theContainers;b.

Seller agrees to properly maintain and service the Containers at its own costand expense and ensure that the Containers are in proper working
condition;c.

Seller shall properly store, secure, clean and protect the Containers.
Additionally, Seller shall restrict the use of the Containers to competentpersonnel and assure that the Containers are operated using all safety
equipment and/or devices required for operation of the Containers and/or
required by law. Seller shall prohibit anyone other than duly authorized
personnel of MAHLE from performing any repairs, maintenance oradjustments to the Containers (unless otherwise previously authorized, in
writing, by MAHLE) and notify MAHLE immediately of any accident affecting
the Containers, setting forth all relevant facts, and thereafter promptly
furnishing MAHLE, in writing, all information required by MAHLE in
connection therewith. Seller shall be liable for any and all loss or damage to
the Containers due to its failure to observe any of the foregoing;d.

Seller agrees to pay all costs and expenses necessary to repair any
damage to the Containers caused by Seller’s overloading, abuse or otherimproper usage; ande.

Upon the expiration or termination of the Contract, Seller will return all
Containers to MAHLE.

Packing, Marking and Shipment
6.1

Shipping Specifications. When applicable, Seller shall properly pack, mark and ship
Goods, with proper related documentation, in accordance with MAHLE’s instructions
provided in the Contract and the country of destination, including use of specified
carrier or method of transportation, point of destination, and shipping on Saturdays
and holidays. Seller shall also secure the lowest transportation rates, meet carrier
requirements and assure delivery free of damage and deterioration. Seller is3responsible for the Goods until delivery according to the delivery terms on thePurchase Order. The prices MAHLE states on the Purchase Order include all charges
and expenses for containers, packing and crating, and transportation. All containers,
packing and crating materials will become the property of MAHLE on delivery. MAHLE
may specify the carrier and/or method of transportation and Seller will process
shipping documents and route shipment of the Goods according to the delivery termson the Purchase Order. A packing slip must accompany each such shipment. If ashipment is to a consignee or agent of MAHLE, Seller must forward a copy of thepacking slip concurrently to MAHLE. If Seller does not send the packing slip, theParties agree that the count or weight by MAHLE or its agent or consignee is final andbinding on Seller with respect to such shipment. Unless MAHLE otherwise designates
on the Purchase Order, then-current Incoterms shall apply to all shipments. If Seller
has not made Goods ready for delivery in time to meet MAHLE’s delivery schedules,
Seller shall be responsible for additional costs of any resulting expedited or otherspecial transportation. Shipping documents shall not state or display pricing
information or any of MAHLE’s confidential or proprietary information. If MAHLE
provides no packing requirements, Seller shall pack the goods in accordance with theapplicable industry standards and requirements.

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6.2

Shipping Documentation. Seller will: (i) provide MAHLE a shipping document witheach shipment showing the Purchase Order number, number of pieces in the
shipment, number of containers in the shipment, Seller’s name and number, and thebill of lading number; and (ii) promptly forward the original bill of lading or othershipment receipt for each shipment according to MAHLE’s instructions and carrier
requirements.

6.3

Hazardous Material. Seller must immediately notify MAHLE in writing when Seller
becomes aware of any hazardous or restricted material that is an ingredient or part of
the Goods, as well as any component, design, or defect in the Goods that is or may
become harmful to persons or property. If possible, Seller will include appropriate
labels on all products, containers, and packing notifying MAHLE of any hazardous
material, including without limitation disposal and recycling instructions, Material
Safety Data Sheets (“MSDS”) or the local equivalent, and certificates of analysis.
Seller must advise carriers and MAHLE regarding how to take appropriate measureswhile handling, transporting, processing, using, or disposing of the Goods, containers,
and packing. The Location Environmental Management Representative designee
must receive all MSDS for review and record retention. Furthermore, Seller agrees tocomply with all applicable national, state, provincial, and local laws and regulations
pertaining to product content and warning labels, including without limitation the U.S.
Toxic Substances Control Act and European Union Directive 2000/53/EC.

6.4

Noncompliance. Seller shall reimburse MAHLE for any liabilities, expenses and costs
that MAHLE incurs as a result of improper packing, marking, routing, or shipping or
any other noncompliance with the requirements of this Section.

Inspections and Rejections

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7.1

Goods. In order for MAHLE to verify Seller’s compliance with the Contract, MAHLE
may inspect and evaluate all Goods (including all tooling and material used in their
manufacture), at times and places designated by MAHLE. Seller will perform its
inspections as designated by MAHLE and Seller will make inspections systems,
procedures and records available to MAHLE upon request. Notwithstanding payment
or any prior inspection, MAHLE may reject, require Seller to correct, or return to theSeller (all at Seller’s expense and risk of loss) any shipments that do not conform to
the agreed requirements.

7.2

Services. If the Services do not meet MAHLE’s requested specifications, MAHLE shallhave the right, in addition to any other right or remedy that it may have, to demandthat Seller correct the Services that MAHLE determined were unsatisfactory or that
MAHLE rejected. MAHLE reserves the right, even after having paid for the Services,
to file a claim against Seller regarding any of the Services that MAHLE considers
unsatisfactory or defective or failing to meet any of the specifications set forth in theContract.

7.3

Remedies. Without limiting its remedies, after notice to Seller, MAHLE may either: (i)replace or correct any nonconforming Goods or Services and charge Seller the cost ofsuch replacement or correction, (ii) terminate, cancel or rescind the Contract for
default pursuant to Section 17.2.2, (iii) require Seller, at MAHLE’s option and at
Seller’s expense (including applicable shipping, administrative and labor costs), toeither repair or replace the non-conforming Goods, or (iv) require Seller to re-performthe Services, without charge, until Seller’s Services meet the agreed specifications.

7.4

Recall or Repair Campaign. In the event it is determined that a Good or Service of
Seller purchased hereunder creates or contributes to a safety recall due to a productdefect, or non-compliance with applicable law, Seller shall be liable for costs anddamages resulting from a recall, including but not limited to the payment of the cost to
repair or recall and correction, including labor and administrative costs, based uponSeller’s proportionate responsibility for the defect or non-compliance. This Section
shall not limit Seller’s responsibility under other provisions hereof.

7.5

Payments, MAHLE may withhold any payments related to Goods or Services subject
to a dispute until resolution of such dispute.

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Warranty
8.1

Goods. Seller warrants that the Goods: (i) will be selected, designed (to the extent
designed by Seller or any of its affiliate companies, subcontractors, agents or sellers,even if the design has been approved by MAHLE), manufactured and assembled bySeller based upon MAHLE’s and/or its customers’ stated use and be fit and sufficientfor MAHLE’s purpose, (ii) will conform to and comply with all specifications, standards,
drawings, descriptions or samples and performance requirements that MAHLE
furnished to or specified with Seller, (iii) will be merchantable, (iv) will be free fromdefects in design (even if MAHLE approved the design), material and workmanship,(v) do not infringe or contribute to the infringement of any U.S. and/or any otherforeign patent or patent right or other third party proprietary right (including any patent,
trademark, copyright, moral, industrial design rights or other proprietary right or trade
secret) (collectively, “IP Rights”), and (vi) conform to all other applicable laws, orders,regulations and standards in countries where Seller manufactures or sells the Goods5

or where third parties manufacture or sell other products incorporating the Goods.
Seller warrants that all personnel allocated to manufacture the Goods shall be duly
qualified according to the nature of the Goods and according to the specifications
agreed herein. Seller further warrants that on delivery MAHLE will receive good title
to the Goods, free and clear of all liens, encumbrances, and rights of third parties.
8.2

Services. Seller warrants that it has expertise in the Services it is providing to MAHLE.
Seller warrants that it will perform the Services in a professional manner using
individuals of legal age who are well qualified to perform such work and agrees toprovide MAHLE, on request, with any information affirming these qualifications. Seller
warrants that it will provide good working conditions for the individuals performing theServices. Seller warrants that it will perform all Services in a good, timely andworkmanlike manner acceptable to MAHLE.

8.3

Survival of Warranties. The warranties provided in Sections 8.1 and 8.2 are in addition
to any other Seller warranties or any warranties implied by law and will survive
MAHLE’s acceptance and payment.

8.4

Notice of Harmful Material. In accordance with and in addition to Section 6.3(Hazardous Material), Seller warrants that it shall immediately notify MAHLE in writingof any ingredient, component, design or defect in the Goods that is or may become
harmful to persons or property.

8.5

Notice of Breach. Seller accepts as notice of warranty breach any communicationfrom MAHLE: (1) specifying a defect, default, claim of defect or other problem or
quality issue of the Goods that Seller provided MAHLE; and (2) to Seller stating that
the Goods or Services are in breach of any warranty or that Seller is in default.

8.6

Defense. To mitigate its damages, MAHLE may fully defend any claim from anotherparty that any Goods supplied and/or Services provided by Seller are defective, in
breach of warranty, or otherwise do not meet applicable legal or contractual
requirements because such other party may attempt to hold MAHLE responsible forproblems caused in whole or in part by Seller. Seller and MAHLE agree that suchdefense is in the interest of both Seller and MAHLE. Seller waives the right to argue
that such defense limits MAHLE’s right to assert a claim against Seller for breach of
warranty, contribution, indemnification or other claim arising from or related to thesubject matter of any of the foregoing.
Seller’s Stock9
9.1

Loss or Damage. In the event that Seller has stock in consignment or any otherproperty in MAHLE’s facility (“Seller’s Stock”), MAHLE shall not be liable for loss ordamage of any kind thereto. Seller acknowledges that it has obtained its own
insurance coverage sufficient to cover the loss of or damage to any of Seller’s Stock,notwithstanding any minimum limits required under any Purchase Order. MAHLE may
offset any amounts due to Seller for reasonable storage fees of Seller’s Stock.

9.2

No Release to Third Parties. MAHLE shall not release custody of the Seller’s Stock to
any third party without the prior written consent of Seller. MAHLE agrees to return
Seller’s Stock on reasonable demand to Seller at Seller’s expense.

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9.3

Removal of Seller’s Stock. Upon MAHLE’s written consent, which shall not be
unreasonably withheld, Seller or its agents shall have the right during regularbusiness hours or other time as mutually agreed in writing, to enter upon MAHLE’s
premises where Seller’s Stock is located and remove Seller’s Stock at Seller’s
expense and without disruption of MAHLE’s normal business.
The foregoing right of access shall continue for so long as it is reasonably necessary
to remove Seller’s Stock without disruption to MAHLE’s business. Seller is fully liable
for any and all loss or damage to MAHLE’s property during any removal of Seller’s
Stock, as well as any and all costs, damages, and fees including but not limited toreimbursement for any and all loss of business to MAHLE’s customers, any and all
costs of production disruption of MAHLE’s customers, quality inspections, andreplacement of MAHLE’s property or damage repairs due to removal of Seller’s Stock.
Seller shall not remove property under joint D-U-N-S Numbers without the priorwritten consent of MAHLE.

10

Insurance

Seller will obtain and maintain in force, at its own expense, workers compensation,
comprehensive general liability, and automobile insurance policies in amounts and coveragesufficient to cover all claims related to the Goods or Services provided pursuant to theContract. Unless MAHLE indicates otherwise by written notice requesting a higher amount, theinsured amount must be at least equivalent to $1,000,000 per occurrence. Such policies willname MAHLE as an additional insured thereunder and shall contain endorsements stating thatthe policies are primary and not excess over or contributory with any other valid, applicable,
and collectible insurance in force for MAHLE. MAHLE may require Seller to furnish acertificate evidencing the foregoing insurance, and MAHLE must receive at least thirty (30)days prior written notice of cancellation or non-renewal of any of Seller’s policies or of any
material change or modification in terms, conditions, or amounts of Seller’s coverage. If Seller
does not purchase the required insurance, MAHLE may purchase such insurance and Seller
must reimburse MAHLE immediately upon request. In the event Seller does not reimburse
MAHLE for such insurance payment, then MAHLE may deduct the insurance payment fromthe price of the Goods and/or Services.
11

Indemnification
11.1 General Indemnification. Seller will defend, indemnify, and hold MAHLE harmlessagainst all claims or demands, liabilities, losses, damages, costs and settlement
expenses, including attorney's fees, that MAHLE incurs in connection with Seller’s
performance of the Contract.
11.2 Employees. Seller shall indemnify, defend, and hold MAHLE and its parent company,
affiliates, and subsidiaries and their respective officers, directors, shareholders,
employees, agents, and legal representatives (collectively, the “Indemnitees”)
harmless from and against any claims, liabilities, causes of action, proceedings, civil
actions, costs, fines, losses, penalties, or expenses (including, but not limited to,attorneys’ fees and litigation costs) (each a “Claim,” and, collectively, “Claims”) arisingfrom or in connection with any acts or omissions of Seller’s employees, agents, or
subcontractors, or any labor action or other legal matter or claim for which Seller has
assumed responsibility pursuant to the Contract as an employer. Seller totally assumes its
7

position as the employer of the personnel it hires, retains, or assigns to render Services
and/or to sell, manufacture, or install Goods.

12Intellectual Property
12.1 The specifications, drawings, designs, manufacturing data and other informationtransmitted to Seller by MAHLE in connection with the performance of the Contract
are the property of MAHLE and may be covered by one or more MAHLE patents,
patent applications or copyrights. Seller will handle all of this information in such amanner to ensure that it is not used for any purpose detrimental to the interests of
MAHLE. Unless expressly provided in this order or otherwise agreed to in writing by
MAHLE, Seller’s disclosure rights regarding Goods and/or Services related to thisorder, and information relating thereto shall be limited to any valid copyright thereon
or patent Seller may hold covering the manufacture, use and sale of the Goods and/or
Services.
12.2 Seller is granted no right over a patent, trade secret, trademark, service mark,copyright, mask work, or other IP Rights of MAHLE in information, documents, orproperty that MAHLE makes available to Seller under this order, and is only granted
the right to use MAHLE’s IP Rights to produce and supply Goods and/or Services to
MAHLE in terms set forth hereof.
12.3 All services, products, tooling (including fixtures, gauges, jigs, patterns, castings,
cavity dies and molds, with all related appurtenances, accessions, and accessories),and all other deliverables, data, inventions (whether or not patentable), industrial
designs, technical information, know-how, processes of manufacture and otherintellectual property and information created, developed, conceived or first reduced topractice by or on behalf of Seller (including without limitation by any person or entity
employed by or working under the direction of Seller) or acquired by Seller under any
Purchase Order, and for which MAHLE has agreed to reimburse Seller, along with all
related intellectual property rights, are the sole and exclusive property of MAHLE.

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12.4 Seller shall promptly disclose in an acceptable form and assign to MAHLE all suchdeliverables, data, inventions (whether or not patentable), industrial designs, technicalinformation, know-how, processes of manufacture and other intellectual property andinformation. Seller shall cause its employees to sign any papers necessary to enable
MAHLE to file applications for patents throughout the world and to record rights in andto such intellectual property. To the extent that such intellectual property includes any
works of authorship (including, without limitation, software) created by or on behalf ofSeller, such works shall be considered “works made for hire”, and to the extent thatsuch works do not qualify as “works made for hire,” Seller hereby assigns to MAHLE
all right, title, and interest in all copyrights and moral rights therein.
12.5 When Seller fails to render or provide or repair any defective Goods, or reperform any
deficient or defective Services under the warranties set forth in this order, Selleracknowledges and agrees that MAHLE, and/or MAHLE’s subcontractor(s) and its
customers (including their affiliates and subcontractors) shall have the worldwide,
irrevocable right to repair/ Goods delivered, and/or reperform/have reperformed
Services provided under the Contract without payment of any royalty or othercompensation to Seller.
12.6 Seller hereby grants to MAHLE, its subsidiaries and affiliates, and their respective
successors and assigns, and MAHLE hereby accepts, a non-exclusive, irrevocable,
worldwide, license, including the right to sublicense others in connection with
providing the Goods and/or Services to MAHLE or its customers, under: (i) patents,
industrial designs, technical information, know-how, processes of manufacture andother intellectual property, owned or controlled by Seller or its affiliates, and relating to
the Goods and/or Services, to make, have made, repair, rework, reconstruct, rebuild,relocate, use, sell, offer to sell and import the Goods and/or Services, and (ii) any
works of authorship fixed in any tangible medium of expression (including without
limitation drawings, prints, manuals and specifications) furnished by Seller in thecourse of Seller’s activity under the Contract, to reproduce, distribute, and display
such works, and to prepare derivative works based thereon, subject to the otherprovisions of the Contract (all items in clauses (i) and (ii) above, collectively, “Seller’sIntellectual Property”, and such license in respect thereof, the “License”).
12.7 Seller acknowledges and understands that this License shall be effective from the firstdate of delivery of the Goods and/or provision of the Services (or such earlier date as
specified below) and extend for so long as MAHLE, or MAHLE’s subsidiaries andaffiliates, have contractual obligations to its customers relating to the Goods and/or
Services. Any and all royalties are included in the purchase price as agreed upon inaccordance with the terms herein.
12.8 Seller agrees: (i) to defend, hold harmless and indemnify MAHLE, its affiliates andsuccessors against any and all suits, actions, or proceedings that a third party may
bring against MAHLE or any of its associated companies for actual or alleged direct orcontributory infringement or inducement to infringe any IP Right and against any
resulting damages or expenses (including attorney’s and other professional fees,
settlements and judgments) arising in any way in relation to the Services and/or
Goods provided by the Contract (including, without limitation, their manufacture,purchase, use and/or sale), including such claims in which Seller provided only part of
the Goods and/or Services, and Seller expressly waives any claim against MAHLE
that such infringement arose out of compliance with MAHLE’s requested
9specifications, (ii) to waive any claim against MAHLE, including any hold-harmless orsimilar claim, in any way related to a third-party claim asserted against MAHLE forinfringement of any IP Right, including claims arising out of specifications furnished by
MAHLE, and (iii) that if the sale or use of the Services and/or Goods is enjoined or, in
MAHLE’s sole judgment, is likely to be enjoined, Seller shall, at MAHLE’s election andSeller’s sole expense, (1) secure a license of the IP Right that permits Seller tocontinue supplying the Goods and/or Services to MAHLE, or (2) modify the services
and/or goods so that they become non- infringing, so long as the modification does
not materially alter the operation or performance of the Goods and/or Services, or (3)replace the Goods and/or Services with non-infringing but equivalent Goods and/or
Services.
13

Proprietary Information
13.1 “Proprietary Information” means all information: (i) provided to Seller by MAHLE or its
representatives or subcontractors in connection with the Contract (including but notlimited to the terms of the Contract), the business, programs, specifications, data,
formulas, compositions, designs, sketches, photographs, samples, prototypes, test
vehicles, manufacturing, packaging or shipping methods and processes and computer
software and programs (including object code and source code); (ii) related in any
way to the installation, operation or maintenance of MAHLE’s Property, including
specifications, drawings, processes and operating instructions. Proprietary
Information also includes any materials or information that contain, or are based on,
any of MAHLE’s information, whether prepared by MAHLE, Seller or any otherperson; or (ii) any and all services to be rendered and/or work to be performed
pursuant to the Contract. Seller shall not, without authorization in writing from
MAHLE, use (except as necessary to the performance of the Contract), communicate
or disclose the confidential and Proprietary Information of MAHLE or use suchinformation for any purpose other than to perform its obligations pursuant to theContract. Seller agrees to safeguard the confidential and Proprietary Information of
MAHLE by using reasonable efforts, consistent with those used in the protection of its
own Proprietary Information of a similar nature, to prevent its disclosure to third
parties. Seller agrees to cause its employees, contractors, officers, directors, agentsand representatives to be bound by and comply with the foregoing restrictions
regarding the use or disclosure of such confidential and Proprietary Information.
Seller further agrees not to assert any claims with respect to any technical informationthat Seller shall have disclosed or may hereafter disclose to MAHLE in connection
with the Goods and/or Services.
13.2 The restrictions and obligations of Section 13.1 will not apply to information that: (a) isalready publicly known at the time of its disclosure by MAHLE; (b) after disclosure by
MAHLE becomes publicly known through no fault of Seller; or (c) Seller canestablish by written documentation was properly in its possession prior todisclosure by MAHLE or was independently developed by Seller without use of orreference to MAHLE’s information. Notwithstanding anything to the contrary inthese Terms, any confidentiality or non-disclosure agreement between the parties
that predates the Contract will remain in effect except as expressly modified by theContract, and to the extent of a conflict between the express terms of such an
agreement and this Section 13.2, the terms of that agreement will control.

1013.3 All documents containing Proprietary Information relating to the Goods and/or
Services produced or acquired by Seller pursuant to the Contract will belong to
MAHLE. All drawings, know-how, and confidential information supplied to Seller by
MAHLE and all rights therein will remain the property of MAHLE and will be kept
confidential by Seller in accordance with Section 13.1 above.
14

CompetitivenessSeller shall be competitive in price, quality, capacity, delivery and timeliness. MAHLE may audit
Seller to verify Seller’s competitiveness. In the event that MAHLE determines in good faith that
Seller fails to be competitive, Seller agrees to provide an action plan and timetable within ten(10) days of such determination to cure the deficiency. If Seller fails to provide a plan in a timely
manner or the plan fails to cure the deficiency within the agreed upon timetable, MAHLE may
terminate all or part of the Contract.
15

Price Warranty

Seller warrants that the prices for the Goods or Services sold to MAHLE hereunder are no lessfavorable than Seller currently extends to any other customer for the same or similar Goods orServices in similar quantities. If Seller reduces its prices to others for such Goods or Services
during the term of the Contract, Seller will reduce the price to MAHLE for such Goods orServices correspondingly. Seller warrants that prices shown on the Contract are complete, andthat no additional charges of any type will be added without MAHLE’s express written consent.
16

Excusable Delay
16.1 Any delay or failure of either party to perform its obligations will be excused if and to
the extent that the party is unable to perform due to an event or occurrence beyond its
reasonable control and without its fault or negligence, such as: acts of God;
restrictions, prohibitions, priorities or allocations imposed or actions taken by agovernmental authority, court injunction or order, or other government causes;
embargoes; fires; floods; earthquakes; explosions; tornados, twisters, windstorms,
extreme natural events, unusual or severe weather or other natural disasters; riots orcivil disorder; wars; acts of terrorism; sabotage; or epidemics (collectively “Excusable
Delay”). However, in no event will the Seller’s performance be excused by: (i) thechange in cost or availability of materials, components or services based on market
conditions, Seller’s failure or inability to perform (unless the failure or inability iscaused by an event or occurrence that would itself be an Excusable Delay); (ii)contract disputes; (iii) Seller’s financial distress; (iv) Seller’s bankruptcy or insolvencyof one or more of Seller’s suppliers (v) any labor strike or other labor disruption
applicable to Seller or to any of its subcontractors or suppliers; or (vi) Seller’s failure tocomply with applicable law or to take actions reasonably necessary to schedule
performance in anticipation of any customs, export-import and/or Government
requirement for which there is public notice.
16.2 Seller shall immediately give written notice to MAHLE of any event or occurrence thatthreatens to delay or actually delays Seller’s performance pursuant to the Contract.
Such notice shall include all relevant information with respect to such threat, including
the possible duration and impact of a delay.

1116.3 Seller, at its expense, shall use its best efforts to mitigate any adverse effects or costs
to MAHLE due to any actual or potential delay, including: (i) the implementation of a
production contingency plan; (ii) upon MAHLE’s express written authorization,
increasing Seller’s inventory of Goods and/or Services to a level sufficient to sustain
deliveries during such delay; and (iii) modifying the Goods and/or Services, suppliers,
production processes or other resources to allow the continuation or resumption of
production.
16.4 During any Excusable Delay or failure to perform by Seller, MAHLE may at its option
and at Seller’s expense: (i) purchase Goods and/or Services from other sources andreduce its schedules to Seller by such quantities and/or Services, without liability toSeller; (ii) require Seller to deliver to MAHLE at MAHLE’s expense all finished Goods,
work in process and parts and materials produced or acquired for the Goods and/or
Services pursuant to the Contract; (iii) have Seller provide Goods and/or Services
from other sources in quantities and at a time requested by MAHLE and at the priceset forth in the Contract; and/or (iv) if requested by MAHLE in writing, Seller will,
within five (5) days of MAHLE’s request, provide adequate assurances that the delay
in Seller’s performance resulting from any Excusable Delay will not exceed 30 days. If
Seller fails to provide MAHLE with adequate assurance within five (5) days of
MAHLE’s request or the Excusable Delay results in a failure or delay to perform thathas lasted for more than thirty (30) days, MAHLE may terminate the Contract, inwhole or in part, for Cause, in accordance with Section 17.2.2.
Seller shall timely notify MAHLE of any actual or potential labor dispute or other labor
disruption as soon as Seller becomes aware of the same. Seller shall provide MAHLE with six(6) months’ notice prior to the expiration of any current labor contract, applicable to Seller or toany of its subcontractors or suppliers. Seller at its expense will take all necessary actions toensure a forty (40) working day supply of Goods in a neutral warehouse site to be located in
the United States at least fifty (50) miles from Seller’s manufacturing locations during any
anticipated labor disruption or prior to the expiration of any labor contract. Seller shall havethis supply of Goods warehoused at least ten (10) working days prior to the expiration of any
such contract or anticipated dispute.
17

Duration and Termination of the Contract
17.1 Duration. The Contract is for a definite term. The Contract shall be effective upon theearliest date stated in the Contract, and unless terminated earlier as provided in theContract, the Contract shall expire on the date specified in the Contract.
17.2 Termination by MAHLE. In addition to any other rights of MAHLE to terminate theContract, MAHLE may terminate the Contract in whole or in part by written notice (a“Termination Notice”), as follows:
17.2.1 For Convenience. Effective three (3) days following delivery of the
Termination Notice or upon such other date specified by MAHLE inwriting.
17.2.2 For Cause. As defined in this Section, and any provision of the Contract
providing for termination for Cause, effective upon delivery of the
Termination Notice or upon such other date specified by MAHLE inwriting. MAHLE shall have Cause to terminate the Contract without
12

liability to Seller, if Seller (i) breaches any representation, warranty orother terms of the Contract; (ii) repudiates, breaches or threatens tobreach any of the terms of the Contract; (iii) fails to deliver, or threatens
not to deliver, Goods and/or Services in connection with the Contract; or(iv) fails to make progress or to meet reasonable quality requirements so
as to endanger timely and proper performance of the Contract.
If for any reason a termination for Cause is found to be wrongful, then
MAHLE and Seller agree that the termination shall be a termination forconvenience.
17.2.3 Change of Control. MAHLE may terminate this Contract, in whole or inpart, in the event of a Change of Control of Seller. For the purposes ofthis Contract, a "Change of Control" includes: (i) any sale, lease or
exchange of a substantial portion of Seller's assets used in connection
with Seller's performance of its obligations pursuant to the Contract; (ii)any sale or exchange of a sufficient number of shares of Seller, or of any
affiliate that controls Seller, to effect a change in management of Seller;or (iii) the execution of a voting or other agreement of control in respectof Seller, or of any affiliate that controls Seller. Seller shall notify MAHLE
in writing within ten (10) days of any Change of Control of Seller, and
MAHLE may terminate the Contract for Cause in accordance with
Section 17.2.2 by giving written notice to Seller at any time up to sixty(60) days after MAHLE's receipt of Seller's notice of Change of Control.
In the event that MAHLE elects not to terminate this Contract due to a
Change in Control of Seller, the obligations and liabilities set forth in thisContract previously borne by Seller shall become the obligations andliabilities of any successor in interest.
17.2.4 Insolvency of Seller. Seller shall provide MAHLE with prompt notice ofany potential bankruptcy proceedings of Seller and/or Seller’s affiliatecompanies or if its financial condition creates a material risk regarding
Seller’s ability to perform its obligations pursuant to the Contract. The
Contract may be terminated immediately by MAHLE without liability toSeller if any of the following or comparable events occur, and Seller will
reimburse MAHLE for all costs incurred by MAHLE in connection withany of the following, including without limitation, attorneys’ and otherprofessional fees: (a) Seller becomes insolvent; (b) Seller files avoluntary petition in bankruptcy or insolvency; (c) proceedings inbankruptcy or insolvency are instituted against Seller; (d) a receiver ortrustee is appointed for Seller; (e) Seller needs accommodations from
MAHLE, financial or otherwise, to meet its obligations pursuant to theContract; (f) Seller executes an assignment for the benefit of creditors;or (g) at any time in MAHLE’s sole judgment Seller's financial or othercondition or progress on the Contract endangers timely performance.
MAHLE, or a third party designated by MAHLE, may at any time review
the financial health of the Seller and its affiliates and to determine if
Seller is paying its lower tier suppliers. Seller will fully cooperate withsuch review and will promptly provide copies of or access to therequested documents including, without limitation, financial records,
13forecasts, business plans, banking contacts and loan documents.
MAHLE will use the financial information provided pursuant to thisSection only to determine Seller’s ability to perform pursuant to theContract.
17.2.5 Maintenance of Liabilities. Termination by MAHLE shall not relieve Sellerof any liability pursuant to the Contract.
17.2.6 MAHLE’s Election Not to Terminate. In the event that MAHLE elects not
to terminate the Contract in connection with an event that would
constitute Cause for termination, MAHLE may make such equitableadjustments in the price, payment terms, relationship, performance anddelivery requirements under the Contract as MAHLE deems appropriate
to address changes in Seller’s circumstances.
17.3 Termination by Seller. Seller may only terminate the Contract for MAHLE’s material
breach of the Contract and then only if: (i) Seller first provides MAHLE written noticespecifying the material breach and Seller’s intent to terminate the Contract if thematerial breach is not cured; and (ii) MAHLE, within thirty (30) days of such notice,does not either: (x) cure the breach; or (y) notify Seller that MAHLE is disputing thereasons for the material breach. Seller shall terminate pursuant to this Section bydelivering a Termination Notice to MAHLE. Seller may not terminate the Contract for
any reason except as permitted pursuant to this Section. Seller may not suspend
performance of the Contract for any reason.
18

Remedies

The rights and remedies reserved to MAHLE in the Contract will be cumulative with and in
addition to all other legal or equitable remedies. In any action brought by MAHLE to enforce
Seller's obligations in connection with the production or delivery of Goods and/or Services, or forpossession of property, the parties agree that MAHLE does not have an adequate remedy at
law and MAHLE is entitled to an immediate order for specific performance of Seller's obligations(including related temporary and preliminary injunctive relief). MAHLE shall recover actual andreasonable attorney's fees (including the cost of in-house counsel) in any action arising out of
the Contract unless Seller is the prevailing party.
19

MAHLE’s Premises

In addition to its indemnification obligations described in Section 11(Indemnification), if theSeller performs any work on MAHLE’s premises or utilizes the property of MAHLE, whether onor off MAHLE’s premises, (i) the Seller will examine the premises to determine whether they aresafe for the requested Services and will advise MAHLE promptly of any situation it deems to beunsafe; (ii) the Seller’s employees, contractors and agents will comply with all regulations and
MAHLE’s policies that apply to the premises and may be removed from MAHLE’s premises at
MAHLE’s discretion, and (iii) Seller’s employees, contractors, and agents will not possess, use,
sell, transfer or be under the influence of alcohol or unauthorized, illegal or controlled drugs or
substances on the premises.
20

Compliance with Laws

14

20.1 Compliance. In providing the Goods or Services pursuant to the Contract, Seller willcomply with all applicable Federal, State, and Local Laws, and regulations. Seller will
defend, indemnify and hold MAHLE harmless from and against any and all claims,
losses, damages, costs and expenses resulting from or arising out of any failure of
Seller or Seller’s employees, agents and subcontractors to comply with any applicablegovernmental regulations and/or statutes.
20.2 Material Safety Data Sheets. If Seller provides or brings potentially hazardous
materials on site at a MAHLE facility, in accordance with ISO 14001 requirements,
Seller shall provide Material Safety Data Sheets (“MSDS”) as applicable. All materials
brought on a MAHLE site are to be labeled in accordance with a Hazardous
Communication Requirement. MSDS shall be directed to the MAHLE designatedEnvironmental Management Representative at the location for review and record
retention.
20.3 Antitrust Compliance. Seller will comply with local antitrust laws and regulations.
These laws deal with agreements among competitors, agreements with resellers,
price discrimination and other acts or situations that may unfairly reduce competition.
If a Seller is under investigation for actions related to the antitrust laws, it must notify
MAHLE immediately.
20.4 Conflict of Interest. There is the potential for a conflict of interest if a Seller’s employee
or the employee’s family member has a relationship with a MAHLE employee who canmake decisions that will affect the Seller’s business. For that reason, Seller must
disclose these types of relationships to MAHLE before entering into negotiations with
MAHLE. Additionally, Seller’s employees shall not have any business discussions
with family members employed by MAHLE that could influence business transactions
involving the Seller
20.5 Improper Gifts. MAHLE is entitled to terminate the Contract at any time, without any
penalty, should MAHLE receive information indicating that Seller has given any agent
or employee of MAHLE any compensation, gratuity, gift or remuneration of any value
in connection with the solicitation or transaction of business with MAHLE.
20.6 Data Security. As part of its risk management responsibilities for information
protection, Seller will implement and maintain an information security management
system (“ISMS”). Additionally, understanding the nature and the need for protectionof MAHLE’s data, Seller guarantees it will otherwise implement and maintainreasonable security measures in accordance with all applicable data protection
regulations and as determined by MAHLE. Upon MAHLE’s request, Seller must
provide proof that it has implemented an ISMS and other reasonable security
measures throughout the Seller’s operations. After providing reasonable notice toSeller, MAHLE has the right to inspect and audit Seller’s activities to ensurecompliance with these requirements. Such audits may be performed by MAHLE
independently or by a qualified third party of MAHLE’s choosing.
21

Customs
21.1 Seller will promptly notify MAHLE in writing of material or components used by Sellerin filling the Contract, which Seller purchases in a country other than the country inwhich the Goods are delivered to MAHLE. Seller will furnish MAHLE with any
15documentation and information necessary to establish the country of origin or tocomply with the applicable country’s rules of origin requirements. Seller will promptly
advise MAHLE of any material or components imported into the country of origin andany duty included in the purchase price of the Goods.
21.2 The rights to and benefits of any duty drawback, including rights developed bysubstitution and rights which may be acquired from Seller’s suppliers and export
credits, to the extent transferable to MAHLE unless prohibited by applicable law, arethe property of MAHLE, including transferable credits or benefits resulting from theContract, trade credits, export credits or rights to the refund of taxes, or fees. Seller
will provide all certificates (including USMCA Certificate of Origin), documentation andinformation and take any necessary steps to claim preferential duty treatment underapplicable trade preference regimes or to participate in any duty deferral or free tradezone programs of the country of import, drawback any duty, taxes or fees paid to, andto receive export credits from, the government of the country of origin upon
exportation of the goods from such country.
21.3 Seller agrees to fulfill any customs or USMCA related obligations, origin marking orlabeling requirements, and local content origin requirements. Seller shall obtain allexport licenses and authorizations and pay all export taxes, duties and fees unlessotherwise stated in this Agreement, in which case Seller shall provide all
information and records necessary to enable MAHLE to obtain those export
licenses or authorizations.
21.4 The responsibility for customs duties will be determined in accordance with the
INCOTERM stated in the Contract. If MAHLE is responsible for customs duties, itwill be responsible for normal duties only. Seller will be responsible for any special
duties, including, but not limited to, marking, anti-dumping and countervailing
duties, to the extent permitted under the law of the country of importation. Seller will
provide to MAHLE or the appropriate governmental authority all documentation andinformation required by law or regulation or otherwise necessary to determine theproper minimum duty to be paid upon the importation of the goods into any country
or to obtain any refunds or drawbacks of duties paid.
21.5 Seller shall promptly notify MAHLE in writing of any material or components usedby Seller in filling a Contract that Seller purchases in a country other than the
country in which the Goods are delivered. Seller shall furnish any documentationand information necessary to establish the country of origin or to comply with theapplicable country’s rules of origin requirements.
21.6 Seller will advise MAHLE if the importation or exportation of the Goods requires animport or export license. Seller will assist MAHLE in obtaining any such license.
21.7 Seller shall ensure a customs declaration to the lowest legal tariff classification.
Seller will provide to MAHLE and the appropriate governmental agency the
documentation necessary to determine the admissibility and the effect of entry of
the Goods into the country in which the Goods are delivered to MAHLE. Seller
warrants that the information regarding the import or export of the Goods supplied
to MAHLE is true and correct in every respect and that all sales covered by theContract will be made at no less than fair value under the anti-dumping laws of the16countries to which the Goods are exported. To the extent any Goods are to beimported into the United States, Seller shall comply with all applicable
recommendations or requirements of the Bureau of Customs and Border
Protection’s Customs-Trade Partnership Against Terrorism initiative.
21.8 Seller shall promptly advise MAHLE of any material or components imported into
the country of origin and any duty included in the products’ purchase price. If the
products are manufactured in a country other than the country in which Goods aredelivered, Seller shall mark products “Made in [country of origin].”22

Confidentiality
22.1 Definitions. “Confidential Information” means the accounting records, as well as any
financial, administrative and business information disclosed by or concerning to
MAHLE, including, without limitation, any documentation or information that is directly
or indirectly related to finance, legal, tax, reports, databases, business practices,
operations, plans or activities, information on the personnel or the business of MAHLE
and/or third parties disclosed by MAHLE, as well as data, policies, or notes that may
be included in the accounting records or to which Seller be given access by its
relation with MAHLE in a physical, verbal, or electronic manner or through any kind of
material support, and which may be delivered directly by MAHLE and/or its service
providers, agents, employees, or to which information it has access or comes to know
indirectly on its own.
22.2 Nondisclosure. Seller will maintain the confidentiality of, and will not disclose or use,
and will require its employees to maintain the confidentiality of, and not disclose oruse, (a) the terms of the Contract; or (b) any Confidential Information that MAHLE
furnishes to Seller or its employees or that Seller or its employees learn duringperformance of the Contract. Seller will disclose such information only to employees
who require such knowledge to use in the ordinary course and scope of theirperformance of the Contract. MAHLE may require Seller or its employees to sign
separate confidentiality and/or intellectual property agreements. Specifically, Seller,
and as appropriate, employees of Seller will:(a)

Keep any and all Confidential Information strictly confidential and notdisclose such Confidential Information, whether orally or in writing,electronically or otherwise, to any person and for any reason whatsoever,and not use it for its own benefit or for the benefit of a third party. The
termination of the Contract shall not modify or terminate this confidentiality
obligation, which shall be in effect as long as the Confidential Information
remains as such and has not been held as publicly known by a judicial
authority;(b)

Take all the steps required to keep and protect, at all times, theConfidential Information against thefts, damage, loss, or unauthorizedaccess;(c)

Make use of the Confidential Information only to the extent necessary to
conduct the obligations under the Contract;

17

(d)

Seller shall notify, promptly and in writing, MAHLE when perceiving any
breach or threat of breach of any confidentiality agreement, and shall also
provide all the reasonable assistance and cooperation to MAHLE;

22.3 Exceptions. The obligations set forth in this Section will not apply to any Confidential
Information that: (a) is or becomes publicly known through no wrongful act or breachof any confidentiality; (b) was already known to Seller before receipt from MAHLE as
evidenced by written documents; or (c) is independently developed by Seller without
reference to the information.
22.4 Compelled Disclosure – In the event Seller becomes legally compelled to disclose any
Confidential Information to a governmental authority or similar entity, Seller agrees
that prior to such disclosure it will provide MAHLE with advance written notice and a
copy of the documents and information relevant to such legal action so that Seller
and/or MAHLE may seek a protective order or other appropriate remedy to protect
their interests, and Seller further agrees that in the absence of a protective order orother remedy it shall furnish only that portion of the requested information that it isadvised by a written opinion of counsel is legally required to comply with such
request.
22.5 Enforcement. Seller understands and agrees that if it breaches any of its
confidentiality obligations that MAHLE’s remedies at law are inadequate. Accordingly,
MAHLE will be entitled to specific enforcement and injunctive relief preventing further
breach in addition to any and all other remedies at law or in equity (such remedies
being cumulative).
23

Notices

All notices pursuant to the Contract shall be in writing and, unless otherwise expressly stated in
the Contract transmitted in any of the following ways: (i) mailing by certified mail, return receipt
requested, with first-class postage prepaid, effective five (5) days after posting; (ii) mailing byrecognized overnight service utilizing receipts, delivery charges prepaid, effective one (1)business day following deposit; (iii) fax where an electronic proof of transmission generates at
the time of sending, effective on the date of transmission; (iv) email, subject to proof oftransmission, effective on the date of transmission; or (v) MAHLE’s electronic system forcommunication with its suppliers, effective on the date of transmission. A copy of any notice to
MAHLE must be sent attention MAHLE Legal Department.
24

Diversity Initiative

MAHLE encourages its Sellers to use diverse suppliers. A diverse supplier is a businessestablishment that meets one or more of the following conditions: (i) a small business, as
defined in Title 15, §632 of the United States Code and related regulations; (ii) a small businessowned and controlled by socially disadvantaged individuals (at least fifty one (51) percent of thebusiness is owned and controlled by one or more socially and economically disadvantaged
individuals and the management and daily business operations are controlled by one or moresuch individuals); and (iii) a business that is at least fifty one (51) percent owned by a woman or
women who also control and operate the business. Upon MAHLE’s request, Seller will inform
MAHLE annually the percentage, based on dollar value of the content provided by diverse
suppliers of the part purchased hereunder, as well as the basis for claiming that such content
was provided by diverse suppliers.
18

25

Miscellaneous
25.1 Waiver. Either party’s failure to insist on the performance by the other party of any
term or failure to exercise any right or remedy reserved in the Contract, or either
party’s waiver of any breach or default hereunder by the other party shall not,thereafter, waive any other terms, conditions, rights, remedies, breaches or defaults,
whether of the same or a similar type or not.
25.2 Severability. If any provision of the Contract, or portion of any provision, is declared
unenforceable, the balance of the Contract or such provision shall be interpreted andenforced to the greatest extent possible as if the unenforceable provision or portion
had never been a part hereof. In particular, if any interest rate provided for herein ishigher than that permitted by applicable law it shall automatically be amended to thehighest legal rate.
25.3 Survival. Except as otherwise provided in the Contract, Seller’s obligations to MAHLE
survive termination of the Contract.
25.4 Interpretation. No provision may be construed against MAHLE as the drafting party.
Section headings are for convenience or reference only, and do not affect themeaning of the Contract.
25.5 No Publicity. Seller will not advertise, publish or disclose to any third party (other thanto Seller's professional advisors on a confidential and need-to-know basis) in any
manner the fact that Seller contracted to furnish MAHLE the Goods and/or Services
pursuant to the Contract or any terms of the Contract (including prices), or use any of
MAHLE’s trademarks or trade names in any press release, advertising or promotional
materials, without first obtaining MAHLE’s written consent.
25.6 Relationship of Parties. Seller and MAHLE are independent contracting parties andnothing in the Contract will make either party the employee, agent or legal
representative of the other for any purpose. The Contract does not grant either party
any authority to assume or to create any obligation on behalf of or in the name of theother. Seller will be solely responsible for all employment and income taxes,
insurance premiums, charges and other expenses it incurs in connection with its
performance of the Contract, except as approved by MAHLE in writing. All employees
and agents of Seller or its respective contractors are employees or agents solely of
Seller or such contractors, and not of MAHLE, and are not entitled to employee
benefits or other rights accorded to MAHLE’s employees. MAHLE is not responsible
for any obligation with respect to employees or agents of Seller or its contractors.
25.7 Third-Party Beneficiaries. MAHLE’s subsidiaries and affiliates are express third party
beneficiaries of the Contract, and any such subsidiary or affiliate may exercise therights and remedies of MAHLE hereunder as if such party were a party to theContract.
25.8 Conflict of Interest. Seller represents and warrants that its performance of theContract will not in any way conflict with any continuing interests or obligations of
Seller or its employees or contractors. Seller further warrants that while the Contract
is in effect, Seller and those of its employees and contractors participating in theperformance of the Contract will refrain from any activities that could present a conflict19

of interest with respect to Seller's relationship with MAHLE or its performance of theContract.
25.9 Assignment and Subcontracting. MAHLE issues the Contract to the Seller in reliance
upon its personal performance of the duties imposed. Without prior written consent of
MAHLE, Seller may not: (i) assign the Contract or delegate the performance of its
duties hereunder; (ii) assign any accounts receivable from MAHLE to third parties; or(iii) enter or offer to enter into a transaction that includes a sale of a substantial portionof its assets used for the production of the Goods or performance of the Services for
MAHLE or a merger, sale or exchange of stock or other equity interests that would
result in a change of control of Seller. In the event of any approved assignment(including without limitation subcontract), sale or delegation authorized by MAHLE,
Seller shall retain all responsibility for the Goods and/or Services, including all related
warranties and claims, unless otherwise expressly agreed in writing by Buyer.
25.9.1 Seller will ensure that the terms of its contracts with its suppliers andcontractors provide MAHLE and its Customer with all of the rights
specified in the Contract.
25.9.2 Any subcontracting, assignment or delegation does not relieve Seller of
any responsibility pursuant to the Contract.
25.9.3 MAHLE shall have the right to assign any benefit or duty under theContract to any third party upon notice to Seller with or without Seller’s
consent.
25.10

Jurisdiction and Applicable Law; Arbitration.
25.10.1 MAHLE and Seller shall first attempt to resolve any disputes arisingunder the Contract through good faith negotiations.
25.10.2 The Contract shall be interpreted and enforced in accordance with thelocal, domestic laws of the State of Michigan without regard to its
conflicts of law provisions, as if MAHLE and the Seller entirely performed
all transactions between them in the State of Michigan and in the UnitedStates of America, exclusive of their choice of law rules. The parties
expressly consent to the sole and exclusive jurisdiction and venue, tothe maximum extent permitted in accordance with the law, of the State
courts located in Oakland County, Michigan or the federal courts in the
Eastern District of Michigan, Southern Division, for all lawsuits broughtby either party arising out of or related to the Contract.
25.10.3 The parties expressly agree that the United Nations Convention on
Contracts for the International Sale of Goods shall not apply to theContract or any agreement or dispute between the parties.
25.10.4 Arbitration. At any time before or within thirty (30) days following theservice of process in a legal action, MAHLE may, with written notice toSeller, elect to submit any dispute regarding the Contract, other thanrequests for injunctive or declaratory relief, to binding arbitration. The
arbitration proceedings shall be conducted before a panel of three20

arbitrators (one appointed by each party and the neutral appointed by
the other two arbitrators) in accordance with the Commercial Rules of
the American Arbitration Association including application of the Optional
Rules for Emergency Measures of Protection and shall be governed by
the United States Arbitration Act. The arbitration shall be conducted in
the city and state, district or province of MAHLE’s principle place ofbusiness, and the language of the arbitration shall be in English. The
arbitrators shall issue a written opinion setting forth findings of fact,
conclusions of law and the basis for the arbitrator’s decision, which may
include an award of legal fees and costs.
25.10.5 Seller shall continue to perform its obligations under the Contract without
setoff for any matters being contested.
25.11
Counterparts/Facsimile Signatures. The parties may sign the Contract in one ormore counterparts, each of which the parties shall deem an original, and all of which
when taken together shall constitute one and the same instrument. Facsimile
signatures or signatures by electronic mail in PDF version on the Contract bind theparties as though they were original signatures.

21