General Conditions of Purchase of the Companies of the MAHLE Group Registered in Hungary

1. Determining Conditionsa) The following General Conditions of Purchaseshall apply exclusively to all purchases of the companies of the MAHLE Group registered in Hungary(hereinafter “MAHLE”). They shall apply in the same
degree to the purchase of production material (forthe purpose of MAHLE’s own series production, including in particular raw materials, materials, components, parts) as to the purchase of spare parts,
tools or machinery as well as other products of any
kind (collectively referred to as the “Products”), in so
far as the applicability of one of the following provisions of these Conditions of Purchase is not restricted exclusively to individual or specified types ofpurchased items. In particular, by delivering its Products to MAHLE the supplier accepts the present
General Conditions of Purchase.
b) The General Terms and Conditions of Businessor other different conditions of the supplier shall not
apply unless they have been expressly approved by
MAHLE in writing. These General Conditions of Purchase shall also apply in all cases wherein MAHLE
accepts deliveries from the supplier without objecting to conditions of the supplier that deviate fromthese General Conditions of Purchase (whether
MAHLE is aware of such conditions or not). All references or indications by the supplier to the validity of
its General Terms and Conditions of Business are
hereby expressly rejected.
c) These General Conditions of Purchase shallalso apply to all future transactions with the supplier.
d) The provisions of these General Conditions ofPurchase shall apply in addition to all other possible
agreements that the parties conclude in addition,e.g. framework supply contract, quality agreement.

2. Offer, Offer Documentsa) Inquiries from MAHLE to the supplier concerning the supplier’s Products and delivery conditions,or requests from MAHLE to make an offer shall in noway be binding upon MAHLE.
b) Orders from MAHLE shall only be valid andbinding if placed in writing. It shall not be necessaryfor MAHLE to sign orders. The written form shall bedeemed to have been observed if orders are sent by
fax, e-mail or another electronic data transmission
system, in compliance with Chapter XVI. of the Hungarian Civil Code.
c) Unless otherwise expressly agreed, cost estimates submitted by the supplier shall be binding andnon-remunerable.
d) A valid and binding contract shall be brought
about between MAHLE and the supplier, inclusive of
the General Conditions of Purchase, when

© MAHLE, 2016(i)	a written order is transmitted from MAHLE to the
supplier, and(ii)	the supplier expressly accepts the order, or(iii)	the supplier commences delivery of the ordered
Products.
Any order confirmation from the supplier that differsfrom the order placed by MAHLE represents a newoffer and must be accepted by MAHLE in writing.
e) Even after the order has been confirmed by the
supplier, MAHLE shall be entitled to require at any
time that the supplier shall make changes to the
Products (in particular in terms of the Products’ design and performance). In this case, the suppliershall inform MAHLE immediately of the impact of thischange requirement, in particular with regard to additional or lower costs as well as the delivery date,
and the parties shall agree a reasonable adaptationof the contract if required.

these Conditions are not fulfilled, then MAHLE shallnot be responsible for any ensuing delays in processing and settling the invoice.
e) The invoice shall be paid within 60 days after
delivery and receipt of the invoice, however, MAHLE
is eligible to a 3% cash discount to be deducted fromthe next invoice, if the payment is made within 30
days.
f) Payment shall be effected by MAHLE by meansof a bank transfer. Any other method of payment aswell as credit/offsetting procedures shall only apply
if agreed separately between the parties.
g) The supplier shall not be entitled without writtenconsent from MAHLE to assign claims accruing to
him from the delivery relations with MAHLE or tohave such claims collected by third parties.

f) If the contract or order stipulates that the Products are determined by call-off, then these call-offs
shall be binding two days after the instruction is
given to the supplier, unless the supplier has expressed an objection by then in writing.

h) The acceptance of the supplied goods and/or
their payment by MAHLE shall not constitute thewaiving of any later assertion of claims based on
defects, damages or any other claims against the
supplier.

3. Prices, Most-Favoured Treatment,
Conditions of Payment

4. Delivery Dates, Delay in Deliverya) The price shown in an order shall be binding. In
the absence of a differing agreement, the price shall
include packaging and shall be “DDP” (Delivered
Duty Paid) in accordance with Incoterms 2010.
b) If terms of delivery are agreed in accordancewith Incoterms 2010, whereby MAHLE pays for thetransportation, the goods shall be transported by aforwarding agent approved by MAHLE. Unless otherwise agreed, however, the supplier shall assume
responsibility for notification of the consignment withthe forwarding agent. The supplier shall inform
MAHLE immediately if the forwarding agent does
not collect the goods as confirmed in the notification.
c) In the event that, during the term of a contract
concerning the delivery of Products, the suppliersupplies Products that are the subject of the contract
or similar in comparable quantities to a third party
under more favorable conditions, in particular withregard to price, discounts, technology, quality, termsof payment, delivery periods or other conditions(hereafter the “Conditions”), then the supplier shallinform MAHLE of this fact immediately and offer to
MAHLE these more favorable Conditions. If MAHLE
accepts these new Conditions they shall apply retrospectively from the time at which the supplier has
granted these more favorable Conditions to the third
party.
d) The invoice shall be sent in triplicate by separate
post to the postal address of MAHLE as soon as the
goods have been delivered. The invoice must contain the date, order number and supplier number. Ifa) The delivery dates agreed with the supplier shallbe binding. Depending on the agreed terms of delivery, compliance with the delivery period shall be determined by the date of receipt of the Products at thedestination specified by MAHLE or the prompt availability of the Products for collection from the supplier’s works.
b) If the supplier is in delay in making a delivery,
then the supplier shall incur a contractual penalty of
1% of the purchase price of the delayed Products foreach commenced week of the delay in delivery, extending to a maximum, however, of 5% of the said
purchase price. This shall not affect the right to assert claims for compensation. The supplier must also
reimburse inter alia the following costs: special travel
costs (both from suppliers to MAHLE and from
MAHLE to its customers), additional preproduction
costs, additional costs caused by special shifts, lossof production costs, replacement/conversion costs,
additional test costs and lost profit. Any contractual
penalty due shall, however, be credited against any
asserted claim for compensation.
c) If the supplier delivers the Products earlier than
the agreed delivery date, MAHLE reserves the rightto return the Products at the supplier’s cost and risk,
unless acceptance of the premature deliveries does
not harm MAHLE’s relevant lawful interest. If MAHLE
does not return goods that are delivered early, thenthe Products shall be stored until the agreed delivery
date at the supplier’s cost and risk. In the case of apremature delivery, MAHLE shall be entitled to use
the agreed delivery date as the basis for calculating
the date of payment.

1d) Notwithstanding lit. a)–b), if the supplier realizes
that it is not possible to comply with a delivery dateor quantity agreed with MAHLE, it must inform
MAHLE immediately, stating the reasons, the anticipated duration of the delay and the effects it will
have, together with suitable measures for avertingthem.
e) All special journeys the supplier decides tomake must be recorded, specifying the order details/
information, the reason for the special journey andmeasures for correcting these reasons and sent to
MAHLE’s Logistics Department at the beginning of acalendar month for the preceding month. The supplier shall initiate the corrective measures immediately.
f)

For each case of negligent(i)	deviation from delivery and packaging specifications,(ii)	premature delivery or(iii)	overdelivery
MAHLE shall be entitled to assert a claim for its additional expenses for logistics in the form of lumpsum compensation amounting to EUR 100 (notwithstanding the right to demonstrate greater damages
in individual cases). The supplier shall in each casebe entitled to demonstrate that MAHLE has incurred
no damages or fewer damages than this lump sum.

5. Force majeurea) Interruptions to delivery caused by events thatare unforeseeable and unavoidable and outside thesupplier’s sphere of influence and for which the supplier is not responsible such as force majeure, war or
natural catastrophes shall release the supplier fromits obligations for the duration of this interruption andto the extent of its impact.
b) Agreed periods of time shall by extended by the
duration of such an interruption; MAHLE must be
informed of the occurrence of such an interruption
immediately and in an appropriate manner.
c) If the end of such an interruption is not foreseeable or the interruption lasts longer than two months,
then each party shall have the right to withdraw fromthe affected contract (or the not yet fulfilled Products) or to terminate the contract without notice.

6. Dispatch, Transfer of Riska) The delivery (including the transfer of risk) shallcomply with the trade terms (in particular Incoterms2010) usual in the automobile industry andspecified in the order and at the place of receipt/use
or collection specified by MAHLE in the order. In theabsence of such a provision, the delivery shall bemade DDP (Incoterms2010) to the place of receipt
or use specified in the order. In this case the risk istransferred at the time of delivery to the agreed placeof receipt/use.

© MAHLE, 2016b) The supplier shall undertake to enclose the relevant delivery notes with the deliveries. All contentsin accordance with Standard VDA 4913 and in particular the order number of MAHLE and the supplier
number must be stated on the delivery notes. If
these conditions are not fulfilled, then MAHLE shallnot be responsible for any ensuing delays in processing.

7. Quality and Documentationa) The supplier shall comply with the recognizedtechnical regulations and any applicable safety regulations. In terms of the design and characteristicfeatures of the delivery item, the supplier shall comply with any drawings, samples or other specifications or documents received from MAHLE. Modifications to the delivery item or a previously approved
production process or its relocation to another site
shall require a written notice in due time to MAHLE
and the prior express consent of MAHLE in writing.
b) If the supplier delivers production material to
MAHLE, the following provisions shall also apply unless MAHLE has made a different written request in
an individual case or has made a different agreement with the supplier.
c) The supplier shall maintain or develop a quality
management system based on the latest valid version of ISO/TS 16949: 2002. Certificates from anaccredited body or second-party certification andequivalent QM systems such as VDA Volume 6 Part
1, QS 9000 and ISO 9001 geared specifically towards the automobile industry may be recognized
by MAHLE after prior inspection by MAHLE. The
supplier shall provide MAHLE with a copy of thelatest certificate and shall send MAHLE a new certificate without being asked upon the expiry of thecertificate’s validity date. MAHLE shall be informed
immediately if the certificate is revoked.
d) For each case of negligent non-compliance witha valid quality management system requirement inaccordance with lit. c) the supplier shall incur a contractual penalty of EUR 5,000.
e) Any initial sample shall be produced in compliance with the latest version of VDA Volume 2 “Quality Assurance of Deliveries” or PPAP (QS 9000). In
addition to the initial sample inspection report, thesupplier shall enter all material data in the IMDS material database (International Material Data System,
www.mdsystem.com); the approved and accepted
IMDS entry for all relevant material data is a component and precondition of each successful initialsample approval.
f) Irrespective of successful initial sampling in accordance with lit. e), the supplier shall continuallycheck the quality of the delivery items. Moreover, theparties to the contract shall each keep the other informed about the options for further quality improvement.

g) If the supplier and MAHLE have not reached afirm agreement as to the nature and extent of thetests as well as the test equipment and methods,
MAHLE shall be prepared, at the supplier’s request,
to discuss the tests with the supplier within the limitsof its knowledge, experience and possibilities in order to establish the required state of the testing technology.
h) In the case of Products specifically identified in
the technical documents or by means of a separate
agreement, the supplier shall moreover record inspecial drawings, when, in what way and by whom
the delivery items have been tested with regard to
the characteristics specified in the documentation as
well as the outcome of the required quality tests. The
test documents shall be retained for 15 years andsubmitted to MAHLE as required. The supplier shall
impose the same obligation on sub-suppliers within
the bounds of what is legally possible. By way of instruction, reference is made to the latest version of
VDA Volume 1 “Production of Evidence”.
i) In so far as any authorities or customers of
MAHLE ask to inspect the production processes andtest documents of MAHLE in order to verify certain
requirements, the supplier shall be ready to grant
them the same rights in its company and give allreasonable assistance, unless doing so he would
infringe the supplier’s existing obligations of secrecy
towards a third party. The supplier shall impose thesame obligation on sub-suppliers within the boundsof what is legally possible.
j) In other respects, following a reasonable periodof notice and during normal business hours, and atintervals MAHLE deems necessary, MAHLE shall beentitled at any time to carry out reasonable inspections and quality audits of the premises in which the
supplier manufactures the Products.
MAHLE shall have the right to terminate the present
contract by informing the supplier in writing to thiseffect if the supplier fails to comply with the agreed
quality standards for a period of three months.
k) The supplier shall impose on its subcontractors
the obligations contained in the above provisions of
this item 7.

8. Hazardous Substances and Preparationsa) The supplier shall fulfill the legal regulations of
the countries of manufacture and distribution relating to goods, materials and procedures that are subject to special treatment, inter alia regarding theirtransportation, packaging, labelling, storage, handling, manufacture and disposal on account of laws,
ordinances and other regulations or on account of
their composition and their impact on the environment.
b) In this case, the supplier shall provide MAHLE
with the necessary papers and documents before2the order is confirmed. In particular, all hazardous
substances and water-endangering materials may
be delivered only after presentation of an EC safety
data sheet and after approval has been given by
MAHLE. Should the requirements in accordancewith lit. a) change during the delivery relations, thesupplier shall immediately forward to MAHLE thepapers and documents relating to the changed requirements.
c) MAHLE shall be entitled to return hazardous
substances and water-endangering materials thatwere supplied for test purposes to the supplier freeof charge.
d) The supplier shall be liable to MAHLE for any
damage arising as a result of negligent non-compliance with the existing legal regulations.
e) Solely for information purposes, and excluding
any responsibility for their accuracy and completeness, MAHLE provides a “Prescription List/List of
Substances Subject to Declaration” on the MAHLE
homepage (www.mahle.com).
f) The supplier shall ensure that the requirementsof the EU chemical legislation REACH (Regulation(EC) No. 1907/2006, Official Journal of the European Union dated 30.12.2006)—hereafter referred
to as “REACH”—are complied with within the specified time, in particular preregistration and registration. MAHLE shall not be obliged in any way to carryout the (pre)registration. The supplier is aware that
the Products cannot be used if the requirements of
REACH are not completely and properly complied
with.
g) The supplier must enter components (heavy
metals) relevant to the EU directive on end-of-life
vehicles (ELV—End of Life Vehicles) in the IMDS
database at its own expense; they shall then bedeemed declared.
h) On the basis of the EU directive on end-of-life
vehicles, the supplier shall undertake to ensure thefollowing:(i)	Production and furnishing of a componentrelated concept for draining and unloading
harmful substances;(ii)	Compliance with the labelling standards of
VDA 260 for materials and components;(iii)	Provision of a utilisation concept for selected supplied parts after agreement with
MAHLE;(iiii)	Highest possible recycling rate and use ofrenewable raw materials after agreementwith MAHLE.
i) In fulfilling its contractual obligations, the supplier shall also comply with all legal and official regulations with regard to environmental protection.
j) The supplier shall indemnify MAHLE in full
against all consequences, in particular damages
suffered by MAHLE and any claims of third parties
against MAHLE, that result from the supplier negli-© MAHLE, 2016

gently not, partially, or belatedly complying with or
fulfilling the above provisions in lit. f) i.).

9. Packaginga) The supplier shall comply with the requirementsof the Government Decree 442/2012 (XII.29.) Korm.
b) The supplier shall take back used, empty packaging free of charge. If this is not possible, the suppliershall pay the corresponding, reasonable disposal
costs incurred by MAHLE.

10. Material Defects and Recoursea) Unless otherwise stated in the following provisions, the legal regulations shall apply to deliveries ofdefective goods (in particular to production material).
b) On receipt of Products supplied by the supplierfor production purposes (production material)
MAHLE shall examine that the goods ordered conform with those delivered and inspect them for any
discrepancies in quantity or externally identifiabledamage in so far as and as soon as this is possible
in the ordinary course of business. MAHLE shall inform the supplier immediately of any defects ascertained during this inspection. In all other respects the
supplier shall waive any further incoming goods inspection and testing on MAHLE’s part. In the case ofother defects that are not ascertained by MAHLE
until the supplied goods are being processed orused for their intended purpose, MAHLE shall informthe supplier immediately upon ascertaining the defects.
c) If defective goods are delivered, the suppliershall first be given the opportunity to carry out remedial work, i.e. at MAHLE’s discretion either to remedy the defect or supply a new item (replacement
parts). In both cases the supplier shall bear all costs
resulting to the supplier or MAHLE, e.g. transportation costs, travelling expenses, labor and material
costs or costs for an incoming goods inspection overand beyond the normal scope. The same shall apply
to any costs that may be incurred for removal andfitting. If the case of a subsequent delivery, the supplier shall bear the cost of taking back the defective
Products.
d) If the opportunity to carry out remedial work fails,
or if such work represents an unreasonable burden
on MAHLE, or if the supplier does not make an immediate start, then MAHLE shall be entitled to withdraw from the contract / order without setting any
further time limit and to return the Products at the
supplier’s risk and expense. In these and other, urgent cases, in particular to avert acute dangers or
avoid substantial damage, if it is no longer possible
to inform the supplier of defects and give the suppliereven a short period in which to remedy them,
MAHLE shall be entitled to remedy the faults itself or
have them remedied by a third party at the supplier’s
expense.

e) Unless otherwise specified below, or by law,claims based on defects shall be subject to a limitation period of 30 months from the date the goods aredelivered to MAHLE. The legal regulations shall apply to material defects in delivered items that areused according to their intended purpose for a building or to defects of title. If replacement parts are supplied (cf. lit. c)) the limitation period shall commence
anew upon their delivery to MAHLE.)f) Any further claims, in particular for damages orin connection with warranties of the supplier, shallnot be affected.
g) For each case wherein MAHLE settles a warranty claim, the supplier, if responsible for the defect,
shall undertake to pay fixed lump-sum compensation of EUR 100 (notwithstanding MAHLE’s right toassert greater damages in individual cases). The
supplier shall in each case be entitled to demonstrate that MAHLE has incurred no damages or
fewer damages.
h) If in its capacity as an automotive component
supplier MAHLE is obliged to grant one of its customers a longer or more extensive warranty for defects, MAHLE should inform the supplier thereof. If
the supplier delivers production material, unless the
supplier expressly rejects to accept this longer ormore extensive warranty for defects within 15 days
after receiving the written notification from MAHLE
such extended warranty for defects shall be considered accepted by the supplier.
i) If customers of MAHLE—usually automobile
manufacturers—apply a reference market procedure or a similar procedure that is usual in the automobile industry for determining and settling warranty
claims and assert claims against MAHLE for defects
in products manufactured by MAHLE that result fromdefects in the supplier’s Products, this procedure
shall also be applied to the delivery relations
between the supplier and MAHLE, provided that
MAHLE has informed the supplier of such procedureand the supplier has not expressly rejected to follow
it within 15 (fifteen) days from receiving the foregoing information from MAHLE.

11. Product Liability and Recalla) If the supplier has caused a product fault qualifying as a damage under Section 6:552 § of Hungarian
Civil Code and/or (depending upon the basis uponwhich the claim is made) is responsible for the fault,
the supplier shall undertake to pay MAHLE compensation at first request or to indemnify MAHLE against
any third party claims, providing the cause of theclaim lies within the supplier’s control and organization and the supplier would itself be liable to a third
party. If MAHLE has contributed to the cause or fault,then the supplier shall be able to assert this contributory responsibility for the cause or this contributory fault against MAHLE. In the relationship between MAHLE and the supplier, each party’s sharein the payment of compensation shall be in propor-

3

tion to the respective share in the fault and/or responsibility for the cause (Hungarian Civil Code
Section § 6:524.
b) The obligations of the supplier in accordancewith lit. a) shall also include the payment of costs
incurred by MAHLE in calling on the services of alawyer or otherwise incurred in connection with thedefence of product liability claims. If MAHLE is subject to special regulations regarding the burden of
proof in relations with the injured party, these regulations shall also apply in relations between MAHLE
and the supplier provided that the circumstances
requiring proof do not fall within MAHLE’s area of
responsibility.
c) In product liability cases in accordance with lit.
a), the supplier shall provide MAHLE with all necessary information and every support within thebounds of reason to fend off claims.
d) In so far as a recall action or program to givenotice of ownership is necessary to comply with alaw, ordinance, order or any other state requirement
or as a safety measure to avoid personal injuries ordeath or in the case of other field or service actions,the costs, including labor, transportation and verifiability costs inter alia shall be shared on the basis of
the degree of their culpability/ involvement (Hungarian Civil Code Section § 6:524) for the cause attributable to MAHLE and the supplier.
MAHLE shall inform the supplier—in so far as this ispossible and reasonable—of the content and extent
of the recall action or other field or service actions
that are to be carried out and shall give the supplier
the opportunity to express its opinion. This shall notaffect any other legal claims.
e) The supplier shall undertake to take out andmaintain sufficient product liability insurance tocover the risks of product liability, including the riskof recall. At the request of MAHLE the supplier shallimmediately provide documentary evidence of theconclusion of such an insurance contract. If the supplier is not in a position to furnish evidence of theinsurance policies within two weeks, MAHLE shallbe entitled to conclude such insurance at the supplier’s expense.

12. Industrial Property Rightsa) The supplier guarantees that through the purchase, ownership, offering, use, processing or further transfer of the Products neither MAHLE nor
customers of MAHLE shall infringe any intellectual
property rights of third parties, in particular any rights
of a third party as to brand, company, name, patent,utility model, design, equipment, or copyrights (including the relevant industrial property right applications) (hereafter “Industrial Property Rights”) in the
supplier’s country of origin, as well as within the German Federal Republic, the European Union, theUSA, Canada, Brazil, Argentina, Australia, China,
Korea, Thailand, Japan and India. If the supplier© MAHLE, 2016negligently infringes this obligation, then the suppliershall indemnify MAHLE and its customers at MAHLE’s first request against any third-party claims arising from such actual or alleged infringements ofproperty rights and shall bear all costs and expenses
incurred by MAHLE in this respect, in particular
firstly the cost of bringing an action and of defense
and secondly costs resulting from observance of a
possible duty to refrain.
b) Lit. a) shall not apply if the delivery item wasproduced on the basis of drawings, models or otherdetailed information from MAHLE and the supplierneither was nor needed to be aware that Industrial
Property Rights of third parties were thereby infringed.
c) The parties shall undertake to inform one another immediately of any infringement risks that become known and any cases of alleged infringement
and to take reasonable action by common consent
against infringement claims.
d) The period of limitation shall be 3 years from theconclusion of the relevant contract.

13. Reservation of Title, Means of Productiona) The Products shall become the property of
MAHLE upon payment of their full purchase price.
Any extended or expanded reservation of title on thepart of the supplier to delivered Products is excluded.
b) All parts, raw materials, tools, materials All
parts, raw materials, tools, materials or other devices or items provided by MAHLE or purchased by
the supplier at MAHLE’s expense (and whose procurement costs have been reimbursed by MAHLE or
are included in and paid for in full in the price payable for the Products) and that are associated withthe manufacture of the Products or used for that
purpose (hereafter “Means of Production”) shallremain or become the sole property of MAHLE(hereafter “MAHLE Property”). MAHLE shall also
retain all rights to drafts, samples, drawings, data,
models or other information and documents supplied by MAHLE (hereafter “MAHLE Documents”).
The supplier shall expressly agree that MAHLE
Property or MAHLE Documents shall not be used forthe manufacture or construction of products for thirdparty customers without MAHLE’s prior consent inwriting.
c) The supplier shall possess MAHLE Property
and MAHLE Documents as a borrower and shallstore them separately and apart from any property
belonging to other persons and clearly labelled
MAHLE Property and MAHLE Documents to indicate that they are the property of MAHLE. MAHLE
Property and MAHLE Documents shall not be removed from the supplier’s company premises without written instruction from MAHLE, except for the
purpose of fulfilling the contract.

d) The supplier shall undertake to insure MAHLE
Property for its replacement value and at the
supplier’s own expense at least against fire, water
damage and theft and to maintain such insurance
policies. On request, the supplier shall provide
MAHLE with documentary evidence of the existenceof appropriate insurance policies. The supplier shallcarry out any necessary maintenance work at theusual intervals and at its own expense and shallnotify MAHLE immediately of any damage or faults.
e) If MAHLE provides the supplier with products,
raw materials or other material (“Goods”) so that the
supplier can manufacture Products, MAHLE reserves
title to such Goods. The treatment and processing,modification or installation or reshaping of such
Goods by the supplier shall be carried out in thename of MAHLE. If the reserved Goods are processed together with other items that are not theproperty of MAHLE, MAHLE shall acquire joint ownership of the new Product in proportion to the valueof MAHLE’s Goods (purchase price plus VAT) to theother processed items at the time of production.)f) If the Goods provided by MAHLE are inseparably combined or mixed with other items that are not
the property of MAHLE, MAHLE shall acquire joint
ownership to the new Product in pro-portion to thevalue of its reserved Goods (purchase price plus
VAT) to the other combined or mixed items at thetime of combination or mixing. If the combination or
mixing is carried out in such a way that the supplier’s
items may be considered the main item, it shall beagreed that the supplier shall assign proportional
joint ownership to MAHLE; the supplier shall storeand hold in safe custody the sole property of MAHLE
or the joint ownership of MAHLE in the name of
MAHLE.

14. Confidentialitya) The supplier shall undertake to treat in confidence all confidential information obtained directly
or indirectly from the other party to the contract.
Orders and all associated commercial and technicaldetails are also to be treated as confidential information. In particular, all received illustrations, drawings,
calculations, quality guidelines, samples and similar
items are to be treated as confidential. The copying
and forwarding of confidential information is only
permissible within the context of operational requirements. Confidential information may only bedisclosed to a third party with MAHLE’s prior writtenconsent.
b) The above obligations shall not apply to such confidential information as the supplier can prove(i)	was already generally accessible at the time ofnotification or was generally accessible thereafter through no fault of the supplier;(ii)	was already in the supplier’s possession at thetime of notification;(iii)	was made accessible to the supplier by a third
party without any obligation as to confidentiality
and non-usage, provided that this third party has

4not obtained the information directly or indirectlyfrom the supplier;(iiii)	was to be furnished to the authorities on the basis of legal regulations.
c) The supplier shall undertake to impose thesame obligations to maintain secrecy on subcontractors. Confidential information made known to the
supplier by MAHLE shall be used exclusively for theintended purpose.
d) The obligation to maintain secrecy shall continue to apply for a period of three years after thedelivery relations have ended. At the end of the delivery relations, the supplier shall undertake to returnto MAHLE all received confidential information if it isembodied or stored on electronic storage media. At
MAHLE’s request, the supplier shall confirm to
MAHLE in writing that it has fulfilled the obligation
arising from the last two sentences.

15. Order Development
If the supplier carries out development work for
production material or Means of Production (in particular tools) on MAHLE’s behalf whose costs are
reimbursed by MAHLE either separately and/or bymeans of the price paid for the Products (orderdevelopment), the following shall apply:a) The supplier shall reach a development conclusion that is free from the Industrial Property Rights ofany third party; Item 12 shall apply accordingly.
b) The proprietorship of all development results(including all discoveries, know-how, experimentand development reports, suggestions, ideas,
drafts, designs, recommendations, samples, modelsetc.) achieved by the supplier in the context of thecooperation (hereafter “Work Results”) shall fall to
MAHLE as it arises.
c) If the Work Results are protectable, MAHLE
shall, in particular, be entitled at its discretion to
apply for Industrial Property Rights at home andabroad in its own name, to pursue this further andalso to abandon it at any time.
d) The supplier shall claim the title of protectable
inventions made by its employees in executing thiscontract in all cases by means of a declaration
against the inventor; the right to the invention is to be
assigned to MAHLE immediately.
e) If the Work Results are protected by copyrightsof the supplier, the supplier shall grant MAHLE, as
well as affiliated companies of MAHLE, the exclusive, non-remunerable, irrevocable, sublicenceable,transferable right, unlimited in terms of time, placeand content to use and exploit such Work Results as
desired, in any manner and free of charge. If Work
Results take the form of software the rights of use
and utilisation shall not be restricted to the object
code. MAHLE shall in particular have a claim for thesource code and documentation to be handed over.

© MAHLE, 2016

MAHLE may demand the hand-over at any time,even during the implementation of the development
project.
f) The supplier (as well as companies affiliatedwith it) is and shall remain the owner of inventions
made before the start of the cooperation as well as
Industrial Property Rights applied for or granted forthem, as well as any copyrights, design rights andknow-how existing before the start of the cooperation (hereafter “Existing Property Rights”).
g) If Existing Property Rights are necessary for theutilisation or further development of development
results, MAHLE shall be granted their non-remunerable, non-exclusive, sublicenceable, transferable
and irrevocable right of utilisation unlimited in termsof time and place.
h) If, in the context of the services the supplier isrequired to perform, the supplier calls in subcontractor, the supplier shall undertake to ensure by meansof suitable contractual agreements that MAHLE is
granted the property and utilisation rights accordedby the regulation expressed in this Item 15.

16. Provision of Spare Parts
The supplier shall undertake to guarantee the provision of spare parts for the stipulated lifetime of theend products for which the Products are to be used.
The minimum period shall be 15 years after the endof the series production of the Products. At least one
year prior to the expiry of the minimum period, thesupplier shall grant MAHLE the option to place a
concluding order for the all-time requirement.

17.	Cancellation/Rescission of Orders / Contractsa) If one party to the contract stops payments or
the insolvency of one party is declared by the courtwith a final resolution either in the course of bankruptcy or liquidation proceedings, the other party
shall be entitled to withdraw from the contract on
account of the unfulfilled parts of the contract.
b) In the case of long-term contracts concerning
the delivery of Goods the provisions in lit. c)–e) shallapply with regard to their validity period and termination.
c) Both parties shall be entitled to terminate suchcontracts in writing with a notice period of 9 months.
d) In cases where the customer of MAHLE cancels
or amends its order extraordinarily or without cause,
MAHLE shall be entitled, notwithstanding its right toterminate the contract in accordance with Item 17 c),
to agree mutually another arrangement with the supplier that takes account of these circumstances. The
supplier shall enter into such arrangement and theperformance thereof cannot be rejected except forForce majeure set forth in item 5. Unless otherwise

agreed the following degrees of bindingness shallthen apply:(i)	The quantity determined for the month following the order (month 1) shall be deemedbindingly authorized.
(ii)	
The quantity ordered for the next month(month 2) shall entitle the supplier to procure feedstock. If this quantity is later nottaken by MAHLE, the supplier shall be entitled to in-voice MAHLE for the feedstock,whereby MAHLE may demand delivery of
the feed-stock.
Quantities manufactured in excess of this and procured materials shall be exclusively at the supplier’s
risk and to the supplier’s accounte) Each party shall have the right to terminate acontract for good cause at any time without notice.
The following cases in particular represent goodcause:(i)	Cessation of payment on the part of one
party, the opening of insolvency proceedings against the assets of one party by final
resolution of the court, or the opening ofvoluntary winding-up procedure of one ofthe parties;(ii)	Infringement of important contractual obligations; in the case of an infringement thatcan be remedied, however, only after the
innocent party has called upon the otherparty in writing to remedy the infringement,
has warned the party of the impending termination for good cause and has granted areasonable period of grace of at least fourweeks that has expired without outcome;(iii)	One party comes under the dominant control of one of the other party’s competitorson account of a change in its equity holders
or shareholdersf) In the case of the cancellation or other termination of a contract, the supplier shall return MAHLE
Property and MAHLE Documents (cf. Item 13 b)) as
well as all other items made avail-able by MAHLE,
including all drawings and other documents, devices
and tools.

18. Other Provisionsa) If one of the above provisions is or becomes invalid or unenforceable, the legal validity of the remaining provisions shall not be affected. In place of
the invalid or unenforceable provision, a provision
shall be deemed to have been agreed which comesas close as possible in legal terms to that which theparties to the contract required according to theoriginal meaning and purpose of the in-effective or
unenforceable provision. This shall also apply to any
loopholes in the contract.
b) Without the prior written approval of MAHLE thesupplier shall not assign or transfer any order or thecontract, either in whole or in part.

5c) The supplier shall not employ one or more
subcontractors to fulfill an order or part of an orderwithout the prior written approval of MAHLE.
d) This English language version of the General
Terms and Conditions of Purchase of the German
companies of the MAHLE Group serves exclusively
for the purposes of information and translation. In
the event of any discrepancies between the terms of
the Hungarian and the English language version, the
Hungarian language version shall prevail in allcases. In the event of dis-agreement or litigation,
the Hungarian language version shall also be thedecisive version for the interpretation of individual
provisions of the General Terms and Conditionsof Purchase of the Hungarian Companies of the
MAHLE Group.

19.	Place of Performance, Applicable Law,
Place of Jurisdictiona) The place of performance for the supplier’s
delivery obligations shall be the place of receipt orutilisation specified by MAHLE. The place of performance for MAHLE’s payment obligations shall be
the head office of MAHLE.
b) The law of the Hungary exclusively shall apply
to this contract. The Vienna UN Convention on theInternational Sale of Goods (CISG) shall not apply.
c) The place of jurisdiction for all disputes arisingfrom the business relationship between the parties
to the contract shall be Budapest II. and III. District
Court. MAHLE shall furthermore have the right at its
discretion to take action against the supplier at the
court competent pursuant to the latter’s registered
seat.
Status: September 2015

© MAHLE, 20166