MAHLE NORTH AMERICA PRODUCTION PURCHASING
GENERAL TERMS AND CONDITIONSEFFECTIVE DATE: AUGUST 2021
UPDATED: AUGUST 2021

© MAHLE, 2021

PRODUCTION PURCHASING GENERAL TERMS AND CONDITIONS
1The Parties and Supplies Covered by the Contract

2

The Contract

3

Quantity; Blanket Orders; Material Releases

4

Shipping and Delivery

5

Price and Payment

6

Competitiveness

7

Inspection; Non-Conforming Supplies

8Standards and Policies

9

Changes

10Service Parts

11

Warranties

12

Indemnification

13

Inspection and Audit

14

Customer Requirements

15

Duration and Termination of the Contract

16

MAHLE’s Property

17

Seller’s Property

18

Tooling

19Intellectual Property

20

Proprietary Information

21

Insurance; Waiver of Liens

22

Excusable Delay

23

MAHLE 's Liability

24

Limitation on Assignment and Subcontracting

25

Compliance with Laws

26

Special Situations

27

Remedies

28

Notices

29

Diversity Initiative30

Miscellaneousii© MAHLE, 2021

PRODUCTION PURCHASING GENERAL TERMS AND CONDITIONS
1 The Parties and Supplies Covered by the Contract
1.1 Parties. MAHLE, as used in these MAHLE North America Production Purchasing General
Terms and Conditions (“Terms”), means the buyer identified on the face of MAHLE’s
Master Business Award Letter or Purchase Order, which may be any of the MAHLE North
American entities. Seller is identified on the face of the Master Business Award Letter orPurchase Order.
1.2 Supplies. These Terms apply to the purchase of the goods and/or services ("Supplies")
identified in the Master Business Award Letter or Purchase Order issued by MAHLE to
Seller.
2 The Contract
2.1

Terms of the Contract. The following documents collectively constitute the “Contract”: (i)Master Business Award Letter; (ii) these Terms; (iii) Purchase Order; (iv) Material Releases
to Seller pursuant to MAHLE’s Purchase Order; (v) Exhibits and other documents attachedto the Contract; and (vi) 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 byclicking the Supplier portal link at www.mahle.com. Seller is responsible for keeping
current regarding the terms of MAHLE’s Policy. The parties will interpret each term of theContract 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 part of theContract, Seller shall immediately submit the matter to MAHLE for its determination and theparties shall attempt to resolve the matter in mutual agreement. In the event of a conflict
between the documents constituting the Contract, the order of precedence shall be as
follows: first, the Master Business Award Letter; second, the Purchase Order; third,
applicable Customer Requirements; and fourth, these Terms. Customer means any entity
to which MAHLE, directly or indirectly, sells Supplies, or sells any goods or services into
which MAHLE incorporates the Supplies, including any original equipment manufacturer
and any upper tier supplier to an original equipment manufacturer (“Customer”).

2.2 Seller Acceptance. The Contract is an offer by MAHLE to purchase the Supplies from theSeller pursuant to the terms of the Contract. The Contract is formed when the Seller
accepts the offer from MAHLE. This occurs upon the earlier of: (a) the Seller beginningwork or performance with respect to any part of the Contract; (b) the Seller notifying
MAHLE of its acceptance of the offer; or (c) any other conduct that recognizes the existenceof a binding agreement with respect to the subject matter of the Contract. Written
acceptance is not necessary for acceptance and contract formation. The Contract does
not constitute an acceptance of any offer or proposal made by Seller. Selleracknowledges that: (i) a request for quotation or similar document issued by MAHLE is
not an offer by MAHLE; and (ii) any response by Seller to a request for quotation orsimilar document issued by MAHLE is not an offer 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 the Contract. The
Contract is limited to and conditional upon Seller's acceptance of these Terms
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 accepts© MAHLE, 2021

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MAHLE’s offer, in which case the Contract shall be deemed accepted by Seller without
any additional or different terms.
2.4

Entire Agreement. The Contract is the entire agreement between the parties regarding the
Supplies and supersedes any prior agreements, prior orders, quotations, proposals,
negotiations or understandings of the parties regarding the Supplies, whether written ororal. No modification shall be effective unless in writing and signed by MAHLE’s authorizedpurchasing representative.

3 Quantity; Blanket Orders; Material Releases
3.1

Material Releases. Unless specified differently in the Contract, Seller shall deliver Supplies
in strict conformance with the dates, times, quantities and delivery locations identified by
MAHLE as firm orders in releases, manifests, broadcasts or similar releases ("Material
Releases"). Time, quantities and location are of the essence pursuant to the Contract andSeller agrees to 100% on-time delivery of the quantities and at the times specified by
MAHLE. Section 3.4 shall govern any information that is not identified in a Material
Release.

3.2

Capacity. By accepting the Contract, Seller warrants that it can manufacture or produce up
to 120% of any production capacity requirements specified in the request for quotation orotherwise, as agreed by MAHLE in writing, without the imposition of overtime charges orother surcharges. If MAHLE’s requirements exceed 120% of such capacity requirements,
then Seller shall promptly propose a plan for satisfying such increased requirements, which
Seller shall implement upon MAHLE’s written approval as a “change” in accordance with
§9.

3.3

Resources. Seller is responsible for obtaining and maintaining all raw materials,
inventories, and other resources needed to manufacture the Supplies necessary to meet
MAHLE’s delivery requirements. MAHLE shall have no obligation to purchase raw
materials, inventory or Supplies manufactured beyond those identified as firm orders inMaterial Releases.

3.4

Blanket Orders. If the Contract does not specify a fixed quantity or states zero, "blanket,"or "per release," then MAHLE is placing a Blanket Order (“Blanket Order”). If the Contract
is a Blanket Order, then MAHLE shall purchase the percentage of MAHLE’s requirements
for the Supplies specified in the Contract. If a Blanket Order does not state a specificpercentage, then the percentage requirement is 100% and Seller will provide MAHLE with
100% of MAHLE’s requirements for Supplies. In instances where MAHLE commits in theContract to purchase its Supplies exclusively from Seller or where the Blanket Order is for
100% of MAHLE’s requirement for Supplies, then MAHLE will purchase its Supplies
exclusively from Seller. In any instance, MAHLE may purchase and use parts from othersuppliers for purposes of: (i) trial production testing or similar purposes; and/or (ii)protecting against actual or potential shortages or disruptions in supply from Seller, as
expressly permitted in the Contract.

3.5

Forecasts. Seller acknowledges that any estimates or forecasts of production volumes orlength of program, whether issued before or during the term of the Contract and whether
from MAHLE or its Customer: (i) are for informational purposes only, (ii) are subject tochange from time to time, (iii) do not bind MAHLE or its Customer, and (iv) do not modify
the duration of the Contract as set forth in §15.1. Seller’s reliance upon any estimates or© MAHLE, 2021

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forecasts of production volumes or length of program is at its own risk and Seller bears all
costs associated with any changes or discrepancies between such estimates or forecasts
and the actual production volumes or length of program. Seller cannot use any changes ordiscrepancies between the estimates or forecasts and the actual production volumes orlength of the program as a basis to terminate its contractual obligations to provide Supplies
to MAHLE or as a basis to request a higher price for the Supplies.
3.6 EDI. MAHLE may require Seller to participate in electronic data interchange (“EDI”) or asimilar inventory management program, at Seller's expense, for notification of Material
Releases, shipping confirmation and other information. MAHLE may require Seller toutilize any other MAHLE designated electronic communication system for payment,
logistics, quality or other purpose. Seller agrees that any MAHLE designatedcommunication system satisfies any legal requirement for a writing or signature.
4 Shipping and Delivery
4.1

Delivery Terms. Delivery terms are specified on the face of the Contract. If MAHLE does
not specify any terms in the Contract, then Seller must deliver the Supplies Free Carrier(FCA), Seller’s dock. If the Seller delivers the Supplies Free Carrier (FCA), Seller is
responsible for loading the Supplies on the specified carrier at Seller’s dock and assumes
the cost and risk of loss for loading at Seller’s dock.

4.2

MAHLE Requirements.
4.2.1

Seller shall properly pack, mark, and ship Supplies, with proper related
documentation, according to MAHLE’s requirements provided in the Contract
including use of specified carrier or method of transportation, point of destination,and shipping on Saturdays and holidays.

4.2.2

Seller shall comply with the requirements of the involved carriers, the country of
manufacture and the country of destination. Seller shall assure delivery free ofdamage and deterioration. All labeling, marking and packaging shall be at Seller’s
expense, unless expressly agreed otherwise in the Contract.

4.2.3

Seller shall promptly provide MAHLE with the characteristics and quantity of all
ingredients (and any changes in the ingredients) of the Supplies in the form
requested by MAHLE.

4.2.4

All shipment of goods to MAHLE must include two (2) packing slips. For Supplies
shipped via truck, Seller shall enclose one (1) packing slip (or packing slips sets inthe case of multiple item shipments) in an envelope and attach one (1) packing slip
to the bill of lading and deliver it to MAHLE’s receiving department upon delivery of
the Supplies.

4.2.5

MAHLE has no obligation to pay any invoices if Seller fails to meet therequirements stated above and if Seller fails to provide the following information on
invoices and packing slips: (i) MAHLE-assigned supplier code; (ii) purchase ordernumber; (iii) part number and quantity of each part number; (iv) the release number
on Blanket Orders; (v) the “Ship-to” address; (vi) MAHLE-assigned plant location
code; (vii) invoice-to address; and (viii) whether containers used are “returnable” or“non-returnable”, in addition to all other invoice requirements of this Contract.

© MAHLE, 2021

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4.2.6

Seller certifies that it will ship or make available the Supplies, as pertinent to theshipping terms, from the location stated in the Contract. MAHLE must approve inadvance and in writing any proposed change in the location by Seller. MAHLE
shall review any proposed change for its effect on transit time, freight costs,
packaging methods, and other significant impacts on MAHLE. Seller shall be
responsible for all increased transportation and other costs unless otherwise
agreed by MAHLE in writing.

4.2.7

Seller must ship the Supplies in accordance with the delivery schedules in the
Material Releases. Premium shipping expenses and/or other related expenses
incurred to meet the delivery schedules set forth in Material Releases are Seller’s
responsibility.

4.2.8

Seller must receive MAHLE’s advance written approval to make each earlydelivery. If Seller makes Supplies available earlier than the agreed delivery date,
MAHLE reserves the right to charge Seller for all additional costs incurred forpicking up the Supplies. If MAHLE does not return the Supplies that Seller makes
available early, then MAHLE shall store the Supplies until the agreed delivery dateat Seller’s expense. In the case of an early delivery, MAHLE will use the agreed
delivery date as the basis for calculating the date of payment. If MAHLE elects in
its sole and absolute discretion to accept one or more early deliveries, suchacceptance shall not constitute a waiver of MAHLE’s right to reject any othershipment which does not conform with the Contract.

4.2.9

Seller shall deliver the agreed delivery quantities in one shipment to MAHLE.
MAHLE shall accept partial deliveries only if MAHLE has agreed to each partial
shipment delivery in advance and in writing. In case of agreed partial deliveries,
Seller shall indicate the quantities it did not deliver on the packing slip. MAHLE
may postpone payment for the Supplies until Seller makes the remaining quantity
available for pick-up.

4.2.10 Seller shall not make any surplus deliveries without MAHLE’s advance written
approval. If Seller makes any surplus deliveries without MAHLE’s advance written
approval, then MAHLE may, at Seller’s expense, either return the surplus Supplies
to Seller or warehouse the surplus Supplies.
4.2.11 To the extent Seller uses MAHLE-owned returnable containers (“Containers”):© MAHLE, 2021a.

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 orPage 4 of 32

adjustments 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.

4.3

Delay in Delivery. If Seller, for any reason, does not comply with MAHLE’s delivery
schedule or any other requirement of a Material Release or Purchase Order, MAHLE may,in its sole discretion: (a) approve a revised delivery schedule; (b) require expedited or
premium shipment of any of the Supplies; or (c) cover, and adjust any quantity requirement
pursuant to the Contract accordingly. Seller shall be liable for all costs and for all otherdirect, consequential, and incidental damages MAHLE incurs as a result of Seller’s noncompliance including: (i) additional transportation costs; (ii) the cost of any production
disruption; and (iii) the cost of obtaining goods from an alternate source. MAHLE’s rights
pursuant to this Section are at Seller’s sole expense, at MAHLE’s sole discretion and in
addition to and without prejudice to any other right or remedy available to MAHLE.

4.4

Title.
4.4.1

Except for Tooling (as defined in §18.1), and unless otherwise specified, MAHLE
shall take title to all Supplies upon the earlier of: (i) delivery and acceptance of the
Supplies at MAHLE’s plant; or (ii) payment by MAHLE for all or part of thepurchase price of identified Supplies. MAHLE and Seller agree that Supplies are
identified upon fabrication unless the Supplies are part of Seller’s standard stockand sold to other buyers in addition to MAHLE, in which case the Supplies are
identified when Seller marks or otherwise designates the Supplies as relating to
the Contract.

4.4.2

If the Supplies are Tooling, MAHLE shall take title upon Seller’s fabrication or
acquisition of the Tooling, regardless of when MAHLE pays for the Tooling.

4.4.3

Seller shall comply with MAHLE’s Property requirements (as defined in §16) withrespect to any Supplies to which MAHLE has title but which are in the custody orcontrol of Seller or Seller’s suppliers, contractors or agents.

4.5 Country of Origin. Upon MAHLE’s request, Seller shall promptly furnish to MAHLE allcertificates of origin or domestic value-added and all other information relating to the costs
and places of origin of the Supplies to comply fully with all customs, tariffs and otherapplicable Laws (as defined in §25). Seller warrants that any such information that it
supplies to MAHLE is true and that all prices pursuant to the Contract are not less than fairvalue pursuant to the Anti-Dumping Laws of the countries where the Seller exports the
Supplies.
© MAHLE, 2021

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4.6 Hazardous Materials. Seller agrees to comply with all Laws (as defined in §25) relating
to any hazardous or restricted material that is an ingredient or part of the Supplies.
Seller will give MAHLE sufficient warning in writing, including appropriate labels,
containers, packing, handling, disposal and recycling instructions, material safety data
sheets and certificates of analysis for any materials.
5 Price and Payment
5.1 Price. The purchase price for the Supplies is stated in the Master Business Award Letter orPurchase Order. Unless otherwise stated in the Contract, the purchase price: (i) is a firm
fixed price 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 or program length from thoseestimated or expected; (ii) is inclusive of all federal, state, provincial, value added and local
taxes and any duties applicable to provision of the Supplies; and (iii) is inclusive of allstorage, handling, packaging and all other expenses and charges of Seller. Seller
recognizes that it assumes all risks with respect to cost changes and variances involumes and program length.
5.2

Sales Tax. If the Supplies may be exempt from sales taxes, the Contract must include all
information necessary for the parties to claim the exemption.

5.3

Payment Notice. Unless otherwise stated in the Contract, payment notices, whether
electronic or paper copy, shall be issued on or after delivery of the Supplies to MAHLE andpayment shall be deemed to occur when MAHLE issues payment to Seller. MAHLE shallpay Seller in United States dollars unless otherwise agreed by MAHLE in writing. Seller
shall, at its expense, comply with MAHLE’s instructions and policies with respect to theform, content and method for submission of invoices.

5.4

Payment Terms. MAHLE shall pay invoices for Supplies that are not subject to dispute andproperly presented in accordance with the requirements of the Contract, including§§4.1 and §5.3. Unless otherwise agreed, Seller shall accept payment by check or othercash equivalent, including electronic funds transfer. If no terms are stated in the Contract,
MAHLE shall pay net ninety (90) days, after the later of (i) the Supplies being received andaccepted at MAHLE’s facility; or (ii) MAHLE’s receipt of Seller’s invoice. If the payment
date is not a business day, payment shall be due the next business day. In theevent MAHLE disputes a payment, the applicable payment period shall begin when
the invoice is properly presented or the dispute is resolved. In the event of dispute, theparties will work together to resolve the disputed claim. MAHLE may recover any amountdue by Seller to MAHLE by setoff in accordance with §5.7. Seller shall pay any amounts
owed to MAHLE net thirty (30) days from the date of invoice or demand.

5.5

Directed Supplier. If the Customer directed, recommended, or requested that Seller be thesource from whom MAHLE is to obtain the Supplies: (i) MAHLE will pay Seller for the
Supplies only after and to the extent of, and in proportion to, MAHLE's actual receipt of
payment from the Customer for those goods into which MAHLE incorporates the Supplies
and/or the services; (ii) any lengthening of the Customer's payment terms to MAHLE for
those goods into which MAHLE incorporates the Supplies and/or services will automaticallylengthen the payment terms as between MAHLE and Seller by the same amount of time;and (iii) within three (3) business days of any change in price, specifications or other terms
negotiated or proposed between Seller and the Customer, Seller shall notify MAHLE in© MAHLE, 2021

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writing and immediately adjust its invoices to reflect any price reduction, provided that nochange will be binding on MAHLE without MAHLE 's written approval.
5.6

Best Price. The Seller warrants that the prices for the Supplies sold to MAHLE are
no less favorable than those that the Seller currently extends to any other of its
Customers for the same or similar Supplies in similar quantities. If the Seller
reduces its prices to third parties during the term of the Master Business Award
Letter or Purchase Order for the same or similar Supplies in similar quantities, theSeller will correspondingly reduce the prices charged to MAHLE.

5.7

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 in good faith the Seller or
any of its affiliates is liable for pursuant to any Contract or other agreements. MAHLE may
do so providing prior notice to the Seller.

5.8

Payment Not Acceptance. MAHLE’s payment for the Supplies shall not constituteacceptance of Supplies, nor will it limit or affect any of MAHLE’s rights or remedies.

5.9

Credits. All credits or benefits resulting from the Contract, including trade credits, export
credits or the refund of duties, taxes, or fees, belong solely to MAHLE. Seller will promptly
provide all information and certificates, including Certificates of Origin, necessary topermit MAHLE, or its Customers, to receive the full amount of such benefits or credits.
Seller agrees to fulfill all customs or related obligations, origin marking or labelingrequirements, and local content origin requirements.

5.10

Direct Dealing. Seller shall not sell (or otherwise supply) the Supplies, goods
substantially similar to the Supplies or any goods substantially similar to the goods sold by
MAHLE to any MAHLE Customer and/or competitor unless Seller has obtained MAHLE's
express written approval. Further, Seller shall not solicit or sell Supplies and/or Service
Parts (as defined in §10.1) to aftermarket suppliers or to end users. This provision does
not apply to Supplies that are part of Seller’s standard stock.

6 CompetitivenessSeller agrees to be competitive in price, quality, capacity, delivery and timeliness (collectively
defined as “Competitiveness”). Seller agrees that MAHLE may audit Seller, as described in §13, toverify Seller’s Competitiveness. In the event MAHLE makes a good faith determination that Seller
is not compliant with the Competitiveness requirement, Seller shall provide a remediation plan
acceptable to MAHLE in its reasonable discretion within fifteen (15) business days. If Seller fails toprovide or comply with an acceptable remediation plan, MAHLE may at its option terminate all orpart of the Contract for Cause as defined in §15.2.2.
7 Inspection; Non-Conforming Supplies
7.1

MAHLE may inspect and evaluate all Supplies, Tooling, materials used to manufacture
Supplies, and all services at times and places designated by MAHLE, upon reasonable
notice to the Seller.

7.2

Rejection. Notwithstanding payment or any prior inspection, MAHLE may revoke
acceptance, reject or require correction and/or return to Seller, at Seller’s expense and risk

© MAHLE, 2021

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of loss, any Supplies that are defective or non-conforming. If MAHLE rejects defective or
non-conforming Supplies, the Seller will reduce the quantity stated in the Contract by the
number of rejected Supplies unless MAHLE otherwise notifies Seller. Seller will not
replace reduced quantities without a new Purchase Order or Material Release from
MAHLE directing it to do so.
7.3

Corrective Action. Promptly upon learning of defective or non-conforming Supplies, Seller
will develop, document, and implement corrective actions designed to ensure that all
Supplies are produced in accordance with all applicable quality control policies andstandards of MAHLE and its Customers and subject to MAHLE’s approval. Seller shallprovide the corrective action plan to MAHLE and promptly notify MAHLE of test results,
plan progress and any other material events pertinent to the corrective action plan. If
MAHLE determines that Seller is unable to satisfy its responsibilities with respect to acorrective action plan, then MAHLE (or its designee) may perform all or part of these
responsibilities at Seller’s expense and without tests or contract with a third party toperform the tests. The costs of these tests shall be borne by the Seller and shall notrelieve Seller of any obligation pursuant to the Contract. Seller will also immediately notify
MAHLE in writing when it becomes aware of any raw material, ingredient, component,
design or defect in the Supplies that is or may become harmful to persons or property.
Payment for non-conforming Supplies is not an acceptance, does not limit or impair
MAHLE’s right to assert any legal or equitable remedy, and does not relieve Seller’s
responsibility for latent defects.

7.4

Return and Replacement. If MAHLE rejects the Supplies, subject to corrective action orotherwise non-conforming, Seller shall, without prejudice to any other right or remedy of
MAHLE, at MAHLE’s sole and absolute discretion:
7.4.1 Accept the return, at Seller’s sole expense, of the Supplies and refund MAHLE thefull invoice price, plus all transportation charges and other charges associated with
non-conforming Supplies;
7.4.2 Replace the non-conforming Supplies with conforming Supplies, with all associatedcosts and expenses, other than the original invoice and shipping prices, being borneby Seller;
7.4.3 At Seller’s sole expense, correct at any time prior to shipment from MAHLE’s plant
Supplies that fail to meet the requirements of the Contract; and/or
7.4.4 Reimburse MAHLE for all reasonable expenses that result from any rejection or
correction of defective Supplies.

7.5

Customer Warranty and Liability Claims. Seller understands that MAHLE may be subject
to: (i) warranty, liability and other claims from its Customer; (ii) participation in Customer
quality and warranty programs, including cost-sharing programs and related obligations(collectively “Customer Warranty Programs”). This Section addresses procedures andobligations that apply when the Customer Warranty Programs are related in whole or inpart to the Supplies. This Section supplements, not supersedes, Seller’s obligations
pursuant to other Terms and does not limit MAHLE’s rights pursuant to those other Terms.
7.5.1© MAHLE, 2021

If the Supplies contain defects that result in warranty and/or liability claims, theSeller shall carry out tests to establish the cause of these defects and shall
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document them in a suitable form. MAHLE shall agree to the test extent anddepth taking into account its Customer's demands. The Seller shall immediately
notify MAHLE about the test results. MAHLE and Seller shall agree to acorrective plan and implementation dates.

7.6

a.

The Seller shall carry out regular reviews/audits regarding theeffectiveness of the corrective action and shall inform MAHLE
accordingly.

b.

If the Seller is unable to carry out its own tests, MAHLE, at Seller’s
expense, shall perform these tests or arrange for contract with a third
party to perform the tests.

7.5.2

If MAHLE incurs liability pursuant to a Customer Warranty Program related inwhole or in part to the Supplies, the Customer’s determination of liability shall beconclusive with respect to Seller’s liability to MAHLE. If the liability relates in partto the Supplies and in part to other causes, the MAHLE liability to the Customer
shall be equitably allocated. For purposes of §7.5, “liability” shall include, in
addition to a payment to Customer, the replacement of parts, participation inother remediation activities, and all other costs related to such liability.

7.5.3

MAHLE and the Seller, or the appropriate representative, shall settle, invoice andremunerate the warranty and/or liability claims. MAHLE may debit Seller’s
account with the invoiced amount. In the event that a debit is not possible, thepayment terms for warranty claims are as follows: (a) net thirty (30) days onclaims with no parts to return; and (b) net forty-five (45) days from part ship dateon claims requiring inspection.

7.5.4

The warranty term for Supplies installed in automobiles, trucks, and commercial
vehicles shall be the greater of: (i) five (5) years for cars, three (3) years fortrucks, and three (3) years for commercial vehicles; (ii) the warranty period
provided by applicable law, (iii) as stated in the Master Business Award Letter
between MAHLE and Seller; or (iv) the warranty period offered by MAHLE or its
Customer to end-users for the products MAHLE incorporates into the Supplies. It
is the Seller’s responsibility to understand the Customer(s)’ policies andprocedures for which MAHLE uses the Supplies and the warranty term of those
Customers. The warranty term shall commence at the date of initial start-up of
the vehicle by the end user.

Warranty for Zero Mileage Defects. This Section describes certain procedures andobligations that will typically apply to zero mileage defects, as defined below. This Section
supplements, not supersedes, Seller’s obligations pursuant to other provisions of theseTerms and does not limit MAHLE’s right to modify the procedures or apply different
procedures in a particular circumstance
7.6.1© MAHLE, 2021

Zero mileage defects are defects that become known:

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7.7

a.

with respect to incoming Supplies;b.

during further processing of semi-finished products;c.

on the assembly line or during function tests after assembly at MAHLE;d.

on the assembly line or during function tests after assembly at MAHLE’s
Customer; ande.

up until the delivery of the vehicle in question by MAHLE’s Customer tothe end user.

7.6.2

MAHLE shall prepare a list of costs incurred to manage these defects. If the defectcannot be repaired, MAHLE shall return the defective Supplies to the Seller andshall debit the costs incurred to manage these defects. These costs shall also
include the flat-rate charges invoiced by MAHLE’s Customer for removal andinstallation, as well as any other incidental costs (for example transportation,customs, duties, handling charges, packing costs, etc.). If MAHLE and its
Customer approve the Seller’s remedy for the defect through repair, the Seller will
adhere to MAHLE and/or MAHLE’s Customer's time requirements for completion
set by MAHLE or MAHLE’s Customer. The Seller shall pay any additional costs
incurred by MAHLE or MAHLE’s Customer due to the delay in repair, including ‘line
down’ charges.

7.6.3

MAHLE may send the Seller zero mileage Supplies with defects caused by
MAHLE for repair. The Seller may include the agreed costs for repair in its invoice
for goods. When returning the repaired Supplies, the Seller will send them to
MAHLE as specially marked Supplies to agreed standards.

MAHLE Losses. The Seller is liable for all direct, incidental and consequential damages,
losses, costs, and expenses incurred by MAHLE at any time resulting from Seller’s failure
to deliver conforming and non-defective Supplies or to comply with the shipping anddelivery or other requirements of MAHLE, even if the Seller has cured the failure. This
includes but is not limited to compensating MAHLE for:7.7.1

any amounts charged by Customer(s) to MAHLE including flat-rate charges;

7.7.2

all costs of containment, sorting, repair, replacement, cure, cover, or any othercosts incurred by MAHLE, determined in such manner and in such amount asreasonably determined by MAHLE; and7.7.3

all costs of any recall campaign, corrective service action, or other voluntary or
involuntary action in which MAHLE or its Customer participates in connection withinclusion of Supplies sold by Seller.

8 Standards and Policies
8.1

Seller will conform to all quality control and other standards and inspection systems asestablished or directed by MAHLE and its Customer for goods and services similar to the
Supplies. Seller agrees to maintain a certified process-oriented quality management© MAHLE, 2021

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system (“QMS”). The minimum requirements for QMS is the most current version of DIN
EN ISO 9001, plus fulfillment of Minimum Automotive Quality Management System
Requirements for Sub-Tier Suppliers (“MAQMSR”) or equivalent, or certification for
IATF16949 or the most current version of the standard. Seller will comply with OHSAS
18001 health and safety and ISO 45001 environmental. Seller will also participate in
MAHLE's supplier quality and development programs as directed by MAHLE. For Supplies
used in motor vehicle manufacturing, Seller agrees to meet the full requirements ofindustry Production Part Approval Processes (“PPAP”) as specified by MAHLE and its
Customer(s) and agrees to present this information to MAHLE upon request, at the level
requested. If there is conflict between any provision of the above programs or standards
and an express provision of these Terms, these Terms will control.
8.2

To the extent MAHLE or its Customer establish or direct any modifications, supplements or
replacements for any of the standards, policies or systems stated above, Seller's
obligations pursuant to this Contract shall automatically be amended and Seller will comply
with such changes.

9 Changes
9.1

MAHLE Changes. MAHLE reserves the right at any time, by written notice, to change theContract, or the Supplies, including the design, specifications, drawings, sub-suppliers,
samples, description of Supplies, engineering level, materials, packaging, testing
requirements, shipping date, or time or place of delivery. Subject to §9.2, Seller will makeany such change within the time specified by MAHLE or, if not specified, promptly.

9.2

Prices and Costs. Seller may request a price adjustment, limited to the actual andreasonable costs incurred or to be incurred as a result of the change. Seller shall use its
best efforts to minimize such costs. Seller shall submit any request for price modification inwriting within ten (10) days of the change notification (or earlier, if reasonably requested by
MAHLE) and shall support the request with all pertinent documentation and analyses.
MAHLE shall have the right to verify any request. Seller shall promptly provide all
documents and information necessary or requested to verify the request. If MAHLE andSeller are unable to agree on a price adjustment, then MAHLE shall determine the priceadjustment, if any, in its reasonable discretion. Unless directed otherwise by MAHLE inwriting, if Seller requests a price modification, it shall not implement the change until therequest is resolved in accordance with this Section. If Seller does not provide timely notice
to MAHLE that a requested change may result in a difference in price or time for
performance, MAHLE’s requested change shall not affect the price or time for performance.

9.3

Engineering Changes. Seller will process all engineering changes, whether MAHLE or
Seller initiates the changes with MAHLE’s written approval, pursuant to MAHLE’s practices
in effect at the time of the change using MAHLE’s product change request/notification
system. Seller will promptly implement all MAHLE approved engineering changes to thepart specification as MAHLE directs. MAHLE and Seller will base price changes or cost
reimbursements, if any, for MAHLE approved engineering changes solely on the design
cost variance from the superseded design and Seller must substantiate the price changes
with appropriate documentation satisfactory to MAHLE. If MAHLE and Seller are unable toagree on a price adjustment or reimbursement amount, then MAHLE shall determine theprice adjustment or reimbursement amount, if any, in its reasonable discretion.

© MAHLE, 2021

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9.4

Seller Changes. Seller will not make any change to the Supplies without MAHLE’s written
approval. Seller shall use its best efforts to identify possible changes to the Supplies that
may reduce costs, improve quality, or otherwise be beneficial to MAHLE, and shall inform
MAHLE of the possible change with sufficient detail for MAHLE to assess the advisability of
the change.

9.5

For Supplies that require PPAP, upon PPAP approval for the Supplies, Seller must
continue to manufacture the Supplies in strict compliance with the PPAP approval and may
not change or alter in any manner: (i) any third party supplier to Seller of the services, rawmaterials or Supplies used by Seller in connection with its performance under the Contract;(ii) any facility from which Seller and/or any such third party supplier operates and that
relates in any way to the Supplies, or to services, raw materials or Supplies used by Sellerin connection with performance under the Contract; (iii) the price of any Supplies coveredby the contract; (iv) the nature, type or quality of any services, raw materials or Supplies
used by Seller or its suppliers in connection with the Contract; (v) the fit, form, function,
appearance or performance of any Supplies covered by the Contract; or (vi) the facility at
which the Supplies are produced, production method, or any process or software, or any
production equipment used in the production or provision of, or as part of, any Supplies
under the Contract. Seller acknowledges that any change in the Supplies from theapproved PPAP level may materially and detrimentally affect the function of MAHLE’s
products which incorporate the Supplies. Accordingly, in addition to a breach of theContract, Seller agrees that the potential harm of using non-PPAPed Supplies constitutes
irreparable injury and that MAHLE is entitled to a preliminary injunction prohibiting any
deviation from PPAP.

9.6

For Supplies that require PPAP, Seller may request approval from MAHLE for any changes
in the materials, process or manufacture of the Supplies after PPAP. MAHLE may deny its
approval for any change for any reason. As a condition precedent to seeking any change or
PPAP deviation from MAHLE, Seller must: (i) agree to pay all costs involved in re-PPAPing
the Supplies including any testing which may be requested by MAHLE and/or MAHLE’s
Customer; (ii) agree not to change the price charged to MAHLE for the Supplies and that all
future price decreases previously agreed to by Seller shall continue to be implemented; (iii)manufacture a bank of PPAPed Supplies in such quantities as MAHLE may require for a
successful transition; (iv) support MAHLE in PPAPing the Supplies; (v) abide by thedecision of MAHLE and/or MAHLE’s Customers whether to allow deviation from PPAP as
final and binding; and (vi) fulfill all of the requirements imposed by MAHLE and/or MAHLE’s
Customers including payment and/or reimbursement to MAHLE for any costs reductions.

10 Service Parts
10.1 Unless otherwise stated in a written document signed by both MAHLE’s and Seller’s
authorized representatives, Seller will sell and supply MAHLE with its requirements forservice, aftermarket and warranty purposes (“Service Parts”) for fifteen (15) years following
the end of production or any other period specified by MAHLE. While the applicablevehicle remains in production, the price of Service Parts will be the price specified in thethen current Contract. During the first five (5) years following production, the price ofService Parts will be the price specified in the last production Contract. If MAHLE’s
Customer extends the life of the program, Seller must continue supplying MAHLE throughthe end of production at the price specified in the last production Contract. Thereafter, theprice of Service Parts will be the price specified in the last production Contract plus or© MAHLE, 2021

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minus: (i) any changes in the cost of materials since the end of the applicable production
program, plus (ii) a set-up charge reflecting the actual cost of preparation for the partproduction run, plus (iii) any additional costs actually incurred for special packaging, allsubject to adequate documentation and substantiation. If the parties are unable to agree
on Service Part pricing, then MAHLE shall determine the price in its reasonable discretion.
10.2 If the Supplies are systems or modules, Seller will sell each component or part for service
or replacement purposes at a price that does not, in the aggregate, exceed the system or
module price specified in the Contract, less assembly costs, plus or minus any adjustments
permitted pursuant to §10.1, actual cost differential for packaging.
11 Warranties
11.1 In addition to any other express and implied warranties provided by law or otherwise, Seller
warrants to MAHLE, it’s Customer(s) and their respective customers, successors andassigns that the Supplies shall:
11.1.1be new and conform to this Contract in all respects;

11.1.2

conform to all specifications, drawings, samples and other descriptions furnishedor specified by MAHLE or otherwise part of the Contract;

11.1.3be free from all defects in design, to the extent designed by Seller, workmanshipand materials and be of highest quality and workmanship;

11.1.4be selected, designed, to the extent designed by Seller, manufactured,assembled and packaged by Seller based upon MAHLE's stated use and be fit
and sufficient for the purposes intended by MAHLE;

11.1.5be fit and sufficient for the purpose for which MAHLE intends to use theSupplies; and11.1.6conform to all applicable Laws (as defined in §25) in countries where theSupplies, or goods into which the Supplies are incorporated, are to be sold,including without limitation, in the case of Supplies used in connection with the
manufacture of motor vehicles, the National Traffic and Motor Vehicle Safety
Act, United States motor vehicle safety standards and European Union Directive
2000/53/EC.

11.2 For all services, Seller further warrants that it will perform its work in a professional andworkmanlike manner, consistent with all standards and specifications agreed on with
MAHLE and otherwise consistent with the highest industry standards.
11.3 Seller also warrants that title to all of the Supplies will vest in MAHLE free and clear of any
and all liens and encumbrances of any nature and free from any actual or claimed patent,
copyright or trademark infringement.
11.4 All warranties of Seller extend to future performance of the Supplies and will not be
modified, waived or discharged by delivery, inspection, tests, acceptance and/or payment.
MAHLE’s approval of any design, drawing, material, process or specifications will notrelieve Seller of these warranties. Seller waives any right to notice of breach.
© MAHLE, 2021

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11.5 Seller will ensure that the terms of its contracts with its subcontractors and employees are
consistent with the terms of this Section.
12 Indemnification
12.1 Seller agrees to indemnify, defend and hold harmless MAHLE, its affiliates, Customers,
dealers and users of the products sold by MAHLE, or the products in which they areincorporated, and all of their respective agents, successors and assigns, and each of theirshareholders, directors, officers, employers and agents, on demand, (collectively“Indemnified Parties”) from and against any and all costs, fees, penalties, damages,
consequential and otherwise, including settlement costs and expenses, attorneys' fees andall other liabilities and obligations whatsoever ("Losses"), arising out of any third party claim
or action which, in whole or in part, arises from or relates to any actual or alleged:
12.1.1

Defect or non-conformity in the Supplies;

12.1.2

Noncompliance by Seller with any of its representations, warranties or obligations
pursuant to the Contract;

12.1.3

Negligence or fault of the Seller in connection with the design or manufacture of
the Supplies;

12.1.4

Any repair or recall campaign, corrective service action, or other voluntary or
involuntary action in which MAHLE or any Customer participates with respect to
the Supplies or products into which the Supplies are incorporated, including laborand administrative costs;

12.1.5

Any spill, discharge or emission of hazardous wastes or substances which
relates, in whole or in part, to the Supplies;

12.1.6

Infringement, including claims of direct or contributory infringement or
inducement to infringe, of any Intellectual Property Right (as defined in §19.1)
relating to Supplies provided by Seller, even if they are made to MAHLE’s
specifications;12.1.7

Damage to the property of or personal injury to MAHLE, its Customer, theirrespective agents, or any other person or entity to the extent arising from or inconnection with Seller's work on the premises or Seller's use of MAHLE's orCustomer's property; and12.1.8

Challenge to MAHLE's sole right, title and interest in the Tooling (as defined in§18.1), or right to possession of the Tooling, brought by any third party, including
toolmakers, subcontractors, and lending institutions.

12.2 In the event Seller must indemnify the Indemnified Parties pursuant to this Section, then
MAHLE may participate, at its option, in the defense of any claim with its own counsel, atSeller's expense.
12.3 To the maximum extent permitted by applicable law, Seller's obligation pursuant to thisSection will apply even as to Losses caused in whole or in part by an Indemnified Party’s
negligence, but Seller's indemnification shall not apply to the extent that Losses resulted© MAHLE, 2021

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solely and directly from the negligence or willful misconduct of such Indemnified Party.
Seller's obligation to defend and indemnify pursuant to this Section will also apply
regardless of whether the claim arises in tort, negligence, contract, warranty, strict liability
or otherwise. The indemnification obligation pursuant to this Section shall not be limited inany way by any limitation on the amount or type of damages, compensation or benefits
payable by or for the benefit of Seller pursuant to Workers' Compensation Acts,
Occupational Disease Acts, Disability Benefits Acts or other employee benefits acts.
13 Inspection and Audit
13.1 Inspection of Facility. MAHLE may enter Seller's facility at any time to inspect the facility,
Supplies, materials, and any of MAHLE’s property related to the Contract. Seller shallprovide, without additional charge, access to all facilities and other assistance. MAHLE’s
inspection does not constitute acceptance of any work-in-process or finished goods anddoes not relieve Seller of any of its responsibilities or warranties.
13.2 Audit. Upon reasonable notice to Seller, either MAHLE, its Customers, or a third party
designee, may audit Seller’s production facility, Supplies and any other MAHLE property,
including all pertinent documents, data, data storage and protection, and other information,
related to the Contract at facility for the purpose of verifying Seller’s costs and its
compliance with its obligations pursuant to the Contract. Seller shall provide, without
additional charge, all reasonable facilities and assistance during normal business hours.
13.3 Financial Review. Upon reasonable notice to Seller, and in MAHLE’s sole discretion,
MAHLE or a third party designated by MAHLE may review the financial condition of Seller
and its affiliates. Seller will fully cooperate in such review and will promptly provide copies
of or access to requested documents, including without limitation financial records andstatements, forecasts, business plans, banking contracts and loan documents. Seller will
arrange meetings at MAHLE’s request, during normal business hours, with a MAHLE
representative and Seller’s financial representatives who have knowledge about the audit
information. MAHLE and any designated third party will keep confidential any nonpublic
information about Seller obtained in a financial review and use such information only for
purposes of the review, except as needed to enforce the Contract.
14 Customer Requirements
14.1

As directed by MAHLE in writing, Seller agrees to comply with the applicable terms of
any agreements between MAHLE and its Customer(s) (“Customer Terms”). If there is any
conflict between the provisions of the Customer Terms and any provisions of the Contract,
MAHLE shall have the right to have the provisions of the Customer Terms prevail to theextent necessary or desirable to resolve such conflict. Seller represents that it is familiar
with all applicable Customer Terms.

14.2

In the event that MAHLE's Customer files or a third party files against MAHLE’s Customer apetition in bankruptcy or insolvency and, in the course of such proceeding, MAHLE permits
a reduction in the price(s) paid to MAHLE for products incorporating the Supplies,
MAHLE may proportionally adjust the price paid to Seller for the Supplies from andafter the date of such reduction by the same percentage as the price paid to MAHLE by
its Customer, and the Contract will otherwise remain in effect without modification.

15 Duration and Termination of the Contract© MAHLE, 2021

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15.1

15.2

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:
15.1.1The Contract shall expire on the date specified in the Contract. However, theContract is extended as prescribed in §15.1.2 if the expiration date is prior to theend of the life of the program for the applicable vehicle production program.

15.1.2

Seller agrees to supply the Supplies for the life of the program. The program life
includes any extensions to the program implemented by MAHLE’s Customer. If
the Customer extends the life of the program for which the Seller provides
MAHLE Supplies, then MAHLE and Seller agree that the Contract will extend forthat time period.

15.1.3

The Contract will automatically renew for successive one-year periods after theend of the program life, including any extensions to the program for theapplicable vehicle production program, unless Seller provides written notice ofits decision not to renew the Contract at least one-hundred eighty (180) days
prior to the end of the program life, including any extensions to the program forthe applicable vehicle production program.

15.1.4

For purpose of this Contract “termination” includes cancellation or any other act
or circumstance that ends the Contract, except for expiration.

Termination by MAHLE. In addition to any other rights of MAHLE to terminate the Contract,
MAHLE may terminate the Contract in whole or in part by written notice (a “Termination
Notice”), as follows:
15.2.1For convenience, effective three (3) days following delivery of the Termination
Notice or upon such other date specified by MAHLE in writing.

15.2.2For Cause, as defined in this Section, and any provision of the Contract providing
for termination for Cause, effective upon delivery of the Termination Notice orupon such other date specified by MAHLE in writing. MAHLE shall have Causeto terminate the Contract without liability to Seller, if Seller (i) breaches any
representation, warranty or other terms of the Contract; (ii) repudiates, breaches
or threatens to breach any of the terms of the Contract; (iii) fails to deliver, or
threatens not to deliver, Supplies 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.

15.2.3

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 for convenience.

15.2.4

Change of Control. MAHLE may terminate this Contract, in whole or in part, inthe event of a Change of Control of Seller. For the purposes of this 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 sufficientnumber of shares of Seller, or of any affiliate that controls Seller, to effect achange in management of Seller; or (iii) the execution of a voting or other© MAHLE, 2021

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agreement of control in respect of 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
§15.2.2 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 this Contract previously borne by Seller shall become theobligations and liabilities of any successor in interest.

15.3

15.2.5Insolvency of Seller. Seller shall provide MAHLE with prompt notice of any
potential bankruptcy proceedings of Seller and/or Seller’s affiliate companies 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 terminatedimmediately by MAHLE without liability to Seller if any of the following orcomparable events occur, and Seller will reimburse MAHLE for all costs incurredby MAHLE in connection with any of the following, including without limitation,
attorneys’ and other professional fees: (a) Seller becomes insolvent; (b) Seller
files a voluntary petition in bankruptcy or insolvency; (c) proceedings inbankruptcy or insolvency are instituted against Seller; (d) a receiver or trustee isappointed for Seller; (e) Seller needs accommodations from MAHLE, financial orotherwise, to meet its obligations pursuant to the Contract; (f) Seller executes anassignment for the benefit of creditors; or (g) at any time in MAHLE’s sole
judgment Seller's financial or other condition 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 the requested
documents including, without limitation, financial records, forecasts, businessplans, banking contacts and loan documents. MAHLE will use the financial
information provided pursuant to this Section only to determine Seller’s ability toperform pursuant to the Contract.

15.2.6

Termination by MAHLE shall not relieve Seller of any liability pursuant to theContract.

15.2.7In the event that MAHLE elects not to terminate the Contract in connection withan event that would constitute Cause for termination, MAHLE may make such
equitable adjustments in the price, payment terms, sole supply relationship anddelivery requirements under the Contract as MAHLE deems appropriate toaddress changes in Seller’s circumstances, including Seller’s continuing ability toperform its obligations regarding warranty, non-conforming Supplies or otherrequirements under the Contract, provided that MAHLE must provide Seller with
notice and details regarding the adjustments.

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 the material
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 the reasons for the material
breach. Seller shall terminate pursuant to this Section by delivering a Termination Notice to
MAHLE. Seller may not terminate the Contract for any reason except as permitted© MAHLE, 2021

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pursuant to this Section. Seller may not suspend performance of the Contract for any
reason.
15.4

Seller’s Obligations Following Termination.
Following delivery of a Termination Notice, Seller shall, unless otherwise directed by
MAHLE and subject to its obligation to provide Transition Support (as defined in §15.8):

15.5

15.4.1terminate promptly all work pursuant to the Contract and transfer title and deliverto MAHLE all finished work completed prior to receipt of the Termination Notice;

15.4.2transfer title and deliver to MAHLE all conforming work in process, parts andmaterials that Seller produced or acquired in accordance with the Contract andthat Seller cannot use in producing goods for itself or for others, provided that
MAHLE shall have the right, but not the obligation, to purchase work in process,parts and materials in excess of the amounts authorized pursuant to §3.3; and15.4.3take actions reasonably necessary to protect property in Seller's possession inwhich MAHLE has an interest until Seller receives disposal instructions from
MAHLE.

15.4.4be liable for all costs related to the delivery or replacement, unless statedotherwise in these Terms, of the Supplies, including any testing or validation
costs necessitated by the Termination of the Contract.

MAHLE’s Obligations Following Termination. Subject to §15.7.2, MAHLE shall pay toSeller in connection with termination only the following amounts, without duplication, incomplete and final satisfaction of any liabilities relating to this Contract:
15.5.1the purchase price for all conforming Supplies received by MAHLE prior to
Termination Notice or delivered following Termination Notice pursuant to §15.4,§15.8 or at the written direction of MAHLE;

15.5.2any amounts owed for Transition Support pursuant to §15.8.3.

15.5.3in the event MAHLE terminated the Contract for reasons other than Cause,
Seller's reasonable actual cost of: (i) merchantable and useable work-in-process
and the parts and materials transferred to MAHLE pursuant to §15.4, but not toexceed the purchase price of the Supplies had Seller completed the Supplies,
and not to exceed the amounts necessary to satisfy Seller’s obligations
pursuant to any Material Release, as defined in §3.1, subject to any lead times
agreed upon in writing by MAHLE and Seller; (ii) carrying out Seller’s obligation
pursuant to §15.4.3; and (iii) any other costs or allowances that MAHLE, in its
sole discretion, may elect to pay.

15.6

MAHLE’s Obligations Following Expiration. If the Contract expires, MAHLE shall pay toSeller, in complete and final satisfaction of any liabilities relating to the Contract, only thepurchase price for all conforming Supplies received by MAHLE prior to expiration and, if
applicable, any amounts owed for Transition Support pursuant to §15.8.3.

15.7

Limitations on MAHLE’s Obligations Following Termination or Expiration.

© MAHLE, 2021

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15.8

15.7.1

MAHLE’s obligations pursuant to §15.5 are conditioned upon Seller furnishing to
MAHLE, within thirty (30) days after the date of termination (or such shorter
period as may be required by MAHLE’s Customer), a termination claim, which
will consist exclusively of the items of MAHLE's obligation to Seller that are
expressly permitted by this Section. MAHLE may audit Seller's records before
or after payment to verify amounts requested in Seller's termination claim. If theparties fail to agree upon the amount due Seller for its termination claim, MAHLE
shall determine the amount in its sole discretion.

15.7.2

MAHLE has no obligation to pay for Supplies, work-in-process, parts or raw
materials inventory: (i) in excess of those for which MAHLE was obligated to pay
pursuant to §3.3; (ii) that are damaged or destroyed or that are not merchantable
or useable; (iii) that are in Seller’s standard stock or that are readily marketable;or (iv) that can be returned to Seller’s suppliers or subcontractors for credit.

15.7.3In the event of a termination of the Contract by MAHLE as a result of MAHLE
ceasing to be a supplier to the Customer for the product in respect of which
MAHLE issued the Contract, MAHLE shall only be obligated to compensate
Seller for any costs pursuant to §15.5.3 to the extent that the Customer
reimburses MAHLE for such costs.

15.7.4

MAHLE will have no obligation for and will not be required to pay Seller, directlyor on account of claims by Seller's subcontractors, for loss of anticipated profit,
failure to realize anticipated production volumes, revenues or savings,
unabsorbed overhead, interest on claims, product development and engineeringcosts, tooling, facilities and equipment rearrangement costs or rental,
unamortized capital or depreciation costs, or general administrative burden
charges resulting from or related to the termination or expiration of the Contract,
except as otherwise expressly agreed in a separate Contract issued by MAHLE.

Transition of Supplies Following Termination or Expiration. Following expiration or
termination of the Contract by either party for any reason (including termination by Seller)
and notwithstanding any claimed or actual breach of any obligation by MAHLE, Seller will
cooperate in the transition of supply to a successor supplier, including the following, which
will collectively be referred to as "Transition Support":
15.8.1

Seller will continue production and delivery of all Supplies at the prices andother terms stated in the Contract, without premium or other condition, during
the entire period reasonably needed by MAHLE to complete the transition to
the alternate supplier(s), such that Seller's action or inaction causes nointerruption in MAHLE's ability to obtain Supplies as needed;

15.8.2at no cost to MAHLE, Seller will promptly provide all requested information,
documentation and access to Seller's manufacturing process, including onsite inspections, bill-of-material data, tooling and process detail and samplesof Supplies and components; and15.8.3subject to Seller's actual capacity constraints, Seller will provide special
overtime production, storage and/or management of extra inventory ofSupplies, extraordinary packaging and transportation and other special
services approved by MAHLE in writing.

© MAHLE, 2021

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15.8.4

If the Transition Support occurs for reasons other than MAHLE's
termination for Cause, MAHLE will, at the end of Transition Support, pay thereasonable, actual cost of the Transition Support pursuant to this Section,
provided that Seller has advised MAHLE prior to incurring such amounts of its
estimate of such costs. If the parties disagree on the cost of Transition
Support, MAHLE will pay the agreed portion to Seller without prejudice toSeller’s right to seek to recover any disputed amounts.

16 MAHLE’s Property
16.1

16.2

MAHLE’s Property means any tangible or intangible property to which MAHLE has title(“MAHLE’s Property”). MAHLE’s Property includes:
16.1.1

Supplies, together with materials and components incorporated or to beincorporated in the Supplies;

16.1.2

All property which is furnished by MAHLE, either directly or indirectly to Seller
to perform the Contract;

16.1.3Inventions, Intellectual Property and Proprietary Information of MAHLE (asdefined in §§19and 20);

16.1.4Tooling and other property (including, by way of example, returnable
packaging) that MAHLE has agreed in a Contract to compensate Seller; or

16.1.5

Any modifications, repairs, refurbishments, and replacements of MAHLE’s
Property.

With respect to MAHLE’s Property in the custody or control of Seller or Seller’s suppliers,
contractors or agents:
16.2.1

Seller shall use or permit its use of MAHLE’s Property only for the productionof Supplies for MAHLE.

16.2.2

Seller, at its own expense, shall keep MAHLE’s Property: (i) in good working
condition and house, maintain, repair and replace it as necessary so that
MAHLE’s Property shall remain in the same condition as it was received andfree from damages except normal wear and tear; (ii) fully insured for the
benefit of MAHLE at all times while in Seller's possession; and (iii) segregatedfrom all other assets and labeled as being the property of MAHLE or its
Customer. Seller has the duty regarding MAHLE’s Property to use MAHLE’s
Property in compliance with MAHLE’s or the manufacturer’s instructions andin compliance with all federal law. MAHLE is disclaiming any warranties
regarding MAHLE’s Property.

16.2.3Seller shall have only temporary possession as a bailee at will. Seller may
not release, relocate or dispose of MAHLE’s Property to any third party
without MAHLE’s written approval.

16.2.4

MAHLE will have the right to enter Seller's premises, or the premises ofany of Seller’s suppliers, contractors or agents in possession of MAHLE’s© MAHLE, 2021

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Property, to inspect MAHLE’s Property and Seller's records regarding
MAHLE’s Property. Only MAHLE (or MAHLE’s affiliates) has any right, title orinterest in MAHLE’s Property, except for Seller's limited right, subject to
MAHLE’s sole discretion, to use MAHLE’s Property in the manufacture of
Supplies. Seller agrees to neither create nor allow existing liens on MAHLE’s
Property and Seller agrees to immediately sign any UCC-1 forms or otherdocuments reasonably required by MAHLE to perfect all rights granted
herein. Seller grants to MAHLE a limited and irrevocable power of attorney,
coupled with an interest, to execute and record on Seller's behalf any noticefinancing statements with respect to MAHLE’s Property that MAHLE
determines are reasonably necessary to reflect MAHLE’s interest in MAHLE’s
Property. In all circumstances, MAHLE and its affiliates have the right to take
immediate possession of MAHLE’s Property, at any time, without payment ofany kind.
16.2.5

Immediately upon MAHLE’s request or upon any bankruptcy or insolvency
filing, and without payment of any kind, the Seller will return MAHLE’s
Property, and will comply with MAHLE’s instructions relating to its return,including, but not limited to, the method and location for its return. Seller is
responsible for labor and other costs incidental to its return. Seller will
cooperate with MAHLE and will provide MAHLE with access to all facilities atwhich MAHLE’s Property is located. Seller expressly waives any right toadditional notice or process relating to MAHLE’s exercise of its rights
pursuant to this Section. Seller waives, to the extent permitted by law: (i) any
lien or other rights that Seller might otherwise have on any of MAHLE’s
Property, including but not limited to molder's and tool builder's liens,
regardless of whether MAHLE has fully paid for MAHLE’s Property, and (ii)any objection to MAHLE’s repossession and removal of MAHLE’s Property forany or no reason, including bankruptcy or insolvency proceedings.

16.2.6

Seller assumes all risk of death or injury to persons or damage to property
arising from its or Seller’s suppliers, contractors or agents’ use of MAHLE’s
Property. To the extent permitted by law, MAHLE shall have no liability toSeller or anyone claiming by or through Seller for any incidental orconsequential or other damages of any kind whatsoever relating to MAHLE’s
Property supplied by MAHLE. MAHLE disclaims all warranties, express or
implied, with respect to such MAHLE’s Property, including warranties ofmerchantability and fitness for a particular purpose, and Seller waives, foritself and its successors and assigns, all claims of negligence and strict
liability.

17 Seller’s Property
17.1

All items that are not MAHLE’s Property and that are necessary or used for the
production of Supplies are Seller’s Property (“Seller’s Property”).

17.2

Seller, at its expense, will furnish, keep in good working condition capable of producing
Supplies meeting all applicable specifications, and replace when necessary, all Seller’s
Property. If Seller uses Seller's Property to produce goods or services similar toSupplies for other customers, including aftermarket customers, such goods or services© MAHLE, 2021

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will not incorporate any of MAHLE’s logos, trademarks, tradenames or part numbers.
Seller will not disclose or imply in its marketing efforts that such goods or services areequivalent to those purchased by MAHLE.
17.3

Seller grants to MAHLE an irrevocable option to take possession of and/or title to Seller's
Property that is special for the production of Supplies under the Contract upon payment toSeller of its net book value less any amounts that MAHLE has previously paid to Seller
for the cost of such items. This option does not apply if Seller's Property is used to
produce goods that are the standard stock of Seller or if Seller is selling substantial
quantities of like goods to others.

17.4

Seller shall not remove the production equipment or change the facility for the production
line without written consent from MAHLE.

18 Tooling
18.1

Tooling includes prototype and production tools, fixtures, gauges, jigs, patterns, castings,
cavity dies and molds, with all related software, and accessories (“Tooling”).

18.2

Seller shall not purchase any Tooling for the account of MAHLE or charge MAHLE for any
Tooling except as authorized in a Contract.

18.3

If MAHLE has agreed to compensate Seller for Tooling:

18.4

18.3.1The price for Tooling set forth in the Contract will adjust to credit MAHLE in
the amount, if any, by which the price exceeds Seller's actual verified cost. If
Seller does not provide such access and documentation, MAHLE may
determine in its reasonable discretion an appropriate adjustment. Seller willretain all cost records for a period of five (5) years after receiving final
payment of the charges. Seller will provide to MAHLE, as requested,
access to Seller's premises and all documentation relating to the Toolingprior and subsequent to payment, to inspect work performed and to verify
charges submitted by Seller against the Contract. Seller must adhere to
MAHLE’s procedure for submitting requests for reimbursements for Toolingcosts.

18.3.2The Seller is entitled to receive payment for Tooling only after it is completed.
Tooling is not complete until Seller, at its own expense, has successfullycompleted all required testing (including, for Tooling used in connection withmotor vehicle parts production, completion of the PPAP process) and has
submitted all necessary documentation.

18.3.3Seller is entitled to receive payment only after and to the extent of, and inproportion to, MAHLE’s actual receipt of such reimbursement or otherpayment from the Customer.

If Seller is responsible for fabricating or acquiring Tooling, such Tooling shall: (i) comply
with any specifications provided by MAHLE (or, where directed by MAHLE, those of
its Customer); and (ii) be capable of producing Supplies that satisfy the Contract,
including meeting any volume requirements or estimates provided by MAHLE to Seller
during the life of the product as well as satisfying the requirements for Service Parts. Time

© MAHLE, 2021

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is of the essence for Seller’s acquisition or fabrication of Tooling. Seller shall provide
Tooling progress reports on MAHLE’s request and shall promptly notify MAHLE in writing
if it believes that the Tooling might not be completed by the completion date specified on
the Contract.
18.5

If all or part of the fabrication, modification, repair or refurbishment of Tooling is
subcontracted to a third-party toolmaker, the Seller will: (a) give MAHLE advance written
notice of the identity of the toolmaker and the location of the Tooling; (b) inform thetoolmaker in writing that it is a bailee-at-will, through the Seller, of Tooling owned by
MAHLE; and (c) be solely responsible for payments to the toolmaker. MAHLE has no
obligation to the Seller or subcontractor other than payment to the Seller of the Contract
price. If a subcontractor brings an action against the Seller for payment of the Tooling,
the Seller will not join MAHLE in the action.

18.6

If the Seller intends to subcontract all or part of the manufacture of the Supplies to a thirdparty subcontractor and to locate Tooling on the subcontractor's premises, the Seller will:(a) provide MAHLE with written notice of the identity of the subcontractor and the locationof the Tooling; (b) obtain the written permission of MAHLE in advance of the Seller'sdoing so; (c) inform the subcontractor in writing that it is a bailee-at-will, through theSeller, of Tooling owned by MAHLE; and (d) be solely responsible for payments to thesubcontractor.

18.7

If Seller acquires Tooling and materials on MAHLE’s behalf, MAHLE will pay Seller the
lower of (a) the amount specified in a Purchase Order issued by MAHLE for such Toolingand materials or (b) Seller's actual out-of-pocket cost to acquire the Tooling and materials
from an unrelated third party or, if Seller fabricates the Tooling, the actual direct cost formaterials, labor and overhead associated with fabrication.

18.8

If MAHLE and Seller dispute the ownership of a Tooling, such Tooling is deemed to be
MAHLE's property pending resolution of the dispute, and MAHLE will have the right toimmediate possession of the Tooling without payment pending resolution of the dispute.

18.9

If the dispute is resolved such that the Tooling is not MAHLE's property, then MAHLE willpromptly pay any amount owed to Seller.

19 Intellectual Property
19.1

Seller warrants that the Supplies and the sale and/or use thereof (before or afterincorporation into products during manufacture) do not and will not infringe any
Intellectual Property Rights. “Intellectual Property Right” means any right arising
pursuant to United States or foreign law relating to patent, trademark, copyright, moral,industrial design right or misuse or misappropriation of trade secrets.

19.2

If Seller, or any person employed by or working pursuant to the direction of Seller, inthe performance of the Contract conceives or first reduces to practice: (i) any invention
or any experimental, development or research activities, including engineering related
thereto, whether or not patentable; (ii) any reduction to practice of any subject matter,
application or discovery which could be patented or copyrighted; or (iii) any improvementin the design of the Supplies or any alternative or improved method of accomplishing theobjectives of this Contract (collectively, “Inventions”), MAHLE shall own such Inventions
and the Inventions are MAHLE’s confidential and proprietary property, whether or not© MAHLE, 2021

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such Inventions or any portions thereof can be copyrighted or patented or not. Seller
shall immediately disclose all Inventions to MAHLE and shall cooperate, and cause its
employees to cooperate, in executing any documents and taking any other actions
necessary to patent, copyright, assign to MAHLE or otherwise perfect or protect such
Inventions for the benefit of MAHLE.
19.3

Seller shall not manufacture or provide, or offer to manufacture or provide, any goods orservices that are based in whole or in part upon Inventions, confidential or Proprietary
Information (as defined in §20.1) of MAHLE or Intellectual Property Rights of MAHLE,
whether for its own purposes, except to satisfy its obligations pursuant to the Contract, for
the Customer or any other third parties, without MAHLE’s prior written consent.

19.4

Seller hereby grants to MAHLE, its subsidiaries and affiliates, and their respective
successors and assigns, and MAHLE hereby accepts, a non-exclusive, irrevocable,royalty-free, fully paid up worldwide license, including the right to sublicense to others inconnection with providing the Supplies to MAHLE or the Customer, pursuant to: (i) any
Intellectual Property Rights owned or controlled by Seller or its affiliates, and relating to
the Supplies, to make, have made, repair, reconstruct, rebuild, relocate, use, sell andimport the Supplies, and (ii) any works of authorship fixed in any tangible medium of
expression, including drawings, prints, manuals and specifications, furnished by Seller inthe course of Seller’s activity pursuant to the Contract, to reproduce, distribute anddisplay 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”). Selleracknowledges and understands that the License shall be effective from the first date ofdelivery of the Supplies pursuant to the Contract and extend for so long as MAHLE has
contractual obligations to the Customer. The License is intended to be subject to 11
U.S.C. §365(n), as an executory agreement pursuant to which MAHLE has license rights
to Seller’s Intellectual Property, and is supplementary to any other rights of MAHLE
pursuant to the Contract and any other agreement with Seller.

19.5

Seller will ensure that the terms of its contracts with its subcontractors and employees
are consistent with the terms of this Section.

20 Proprietary Information
20.1“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 tothe 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 other person; or (ii) any and all services to berendered and/or work to be performed pursuant to the Contract. Seller shall not, withoutauthorization in writing from MAHLE, use (except as necessary to the performance of theContract), communicate or disclose the confidential and Proprietary Information of
MAHLE or use such information for any purpose other than to perform its obligations© MAHLE, 2021

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pursuant to the Contract. Seller agrees to safeguard the confidential and Proprietary
Information of MAHLE by using reasonable efforts, consistent with those used in theprotection of its own Proprietary Information of a similar nature, to prevent its disclosure tothird 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 information that Seller shallhave disclosed or may hereafter disclose to MAHLE in connection with the Supplies.
20.2

The restrictions and obligations of §20.1 will not apply to information that: (a) is alreadypublicly 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 can establish by
written documentation was properly in its possession prior to disclosure by MAHLE or
was independently developed by Seller without use of or reference to MAHLE’s
information.
Notwithstanding anything to the contrary in these Terms, any
confidentiality or non-disclosure agreement between the parties that predates theContract will remain in effect except as expressly modified by the Contract, and to theextent of a conflict between the express terms of such an agreement and §20.2, the termsof that agreement will control.

20.3

All documents containing Proprietary Information relating to the Supplies produced or
acquired by Seller pursuant to the Contract will belong to MAHLE. All drawings, knowhow, and confidential information supplied to Seller by MAHLE and all rights therein willremain the property of MAHLE and will be kept confidential by Seller in accordance with
§20.1above.

20.4

Seller shall, within five (5) business days of MAHLE’s request or the expiration or
termination of the Contract, return all confidential and Proprietary Information (including
all copies, notes and/or extracts thereof).

21 Insurance; Waiver of Liens
21.1

Seller agrees to furnish to MAHLE promptly upon request a certificate from its insurance
brokers or agent showing that it, or its subcontractors, carries adequate workers'
compensation, and comprehensive general liability insurance coverage, including
contractual liability insurance applicable to the Contract, product liability, automobile,
public liability, and property damage insurance in amounts and coverage sufficient tocover all claims hereunder. The certificate must show the amount of coverage, policy
number, and date of expiration and must require the broker or agent to give MAHLE thirty(30) days prior written notice of any lapse or cancellation of any policy. MAHLE shall also
be shown as an additional insured and/or loss payee(s) on all such insurance policies,
including the comprehensive general liability policy, and contain endorsements statingthat the 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 tofurnish evidence of any insurance policy, but failure to comply with these requirements
will not relieve Seller of its liability and obligation pursuant to §21.1.

21.2

If Seller is self-insured for workers compensation coverage, it will, if requested by
MAHLE, provide the applicable state certificate establishing such status to MAHLE.
Seller hereby waives all mechanics' liens and claims and agrees that none shall be filed
or maintained against MAHLE’s premises on account of any Supplies and shall cause all© MAHLE, 2021

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its subcontractors, materialmen and suppliers (and subcontractors of such parties) toprovide similar waivers and agreements in a form satisfactory to MAHLE.
21.3

Seller bears the risk of loss of and damage to MAHLE’s Property. Seller will insure
MAHLE’s Property with full fire and extended coverage insurance for its replacement
value.

21.4

Seller will insure Seller's Property with full fire and extended coverage insurance for its
replacement value.

22 Excusable Delay
22.1

Any delay or failure of either party to perform its obligations will be excused if and to theextent 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 or civil
disorder; wars; acts of terrorism; sabotage; or epidemics (collectively “Excusable Delay”).
However, in no event will the Seller’s performance be excused by: (i) the change in costor availability of materials, components or services based on market conditions, Seller’s
failure or inability to perform (unless the failure or inability is caused 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 insolvency of 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 to comply with applicable law or to takeactions reasonably necessary to schedule performance in anticipation of any customs,
export-import and/or Government requirement for which there is public notice.

22.2

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. Suchnotice shall include all relevant information with respect to such threat, including thepossible duration and impact of a delay.

22.3

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 Supplies to a level sufficient to sustain deliveries during such delay;and (iii) modifying the Supplies, suppliers, production processes or other resources toallow the continuation or resumption of production.

22.4

During any Excusable Delay or failure to perform by Seller, MAHLE may at its option andat Seller’s expense: (i) purchase Supplies from other sources and reduce its schedules toSeller by such quantities, without liability to Seller; (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 Supplies pursuant to the Contract; (iii) have Seller provide
Supplies from other sources in quantities and at a time requested by MAHLE and at theprice set 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 inSeller’s performance resulting from any Excusable Delay will not exceed 30 days. If Seller© MAHLE, 2021

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fails to provide MAHLE with adequate assurance within five (5) days of MAHLE’s requestor the Excusable Delay results in a failure or delay to perform that has lasted for morethan thirty (30) days, MAHLE may terminate the Contract, in whole or in part, for Cause,in accordance with §15.2.2.
22.5

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 to any of its subcontractors or suppliers. Seller at its expense will take allnecessary actions to ensure a forty (40) working day supply of Supplies 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 expirationof any labor contract. Seller shall have this supply of Supplies warehoused at least ten(10) working days prior to the expiration of any such contract or anticipated dispute.

23 MAHLE 's Liability
23.1

MAHLE’s sole liability pursuant to the Contract (including its termination or expiration) is
to pay for the Supplies in accordance with §5.4 and to pay the specific termination related
amounts described in §§15.5 and 15.8.

23.2

In no event shall MAHLE be liable to Seller for any damages of any kind, including but notlimited to, for anticipated profits, whether direct or indirect, interest, penalties or incidental,
compensatory, consequential, punitive, multiple, or exemplary damages or liabilities inconnection with the Contract, whether for breach of contract, tort liability, late payment,
property damage, personal injury, illness, or death or otherwise.

24 Limitation on Assignment and Subcontracting
24.1

MAHLE issues the Contract to the Seller in reliance upon its personal performance of theduties imposed. Without prior written consent of MAHLE, Seller may not: (i) assign theContract 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 atransaction that includes a sale of a substantial portion of its assets used for the
production of the Supplies for MAHLE or a merger, sale or exchange of stock orother equity interests that would result in a change of control of Seller. In the eventof any approved assignment (including without limitation subcontract), sale ordelegation authorized by MAHLE, Seller shall retain all responsibility for Supplies,
including all related warranties and claims, unless otherwise expressly agreed inwriting by Buyer.

24.2

Seller will ensure that the terms of its contracts with its suppliers and contractors provide
MAHLE and its Customer with all of the rights specified in the Contract.

24.3

Any subcontracting, assignment or delegation does not relieve Seller of any responsibility
pursuant to the Contract.

24.4

MAHLE shall have the right to assign any benefit or duty under the Contract to any third
party upon notice to Seller with or without Seller’s consent.

© MAHLE, 2021

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25 Compliance with Laws
25.1

Seller agrees to comply with all applicable laws, rules, regulations, ordinances or otherrequirements of any national, state, provincial, local, multi-national or international body(collectively “Laws”) relating to the manufacture, sale, delivery and use of the Supplies orotherwise relating to the Contract. Upon request, Seller will submit to MAHLE evidence ofsuch compliance.

25.2

Antitrust Compliance. Seller will comply with local antitrust laws and regulations. Theselaws deal with agreements among competitors, agreements with resellers, pricediscrimination 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.

25.3

Conflict of Interest. There is the potential for a conflict of interest if a Seller’s employee orthe employee’s family member has a relationship with a MAHLE employee who can makedecisions that will affect the Seller’s business. For that reason, Seller must disclose thesetypes 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.

25.4

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 withthe solicitation or transaction of business with MAHLE.

25.5 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 protection of MAHLE’s data, Seller
guarantees it will otherwise implement and maintain reasonable security measures inaccordance 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 otherreasonable security measures throughout the Seller’s operations. After providing reasonable
notice to Seller, 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.
26 Special Situations
26.1

In addition to its indemnity obligations pursuant to §12.1, if Seller performs any work on
MAHLE’s or Customer's premises or utilizes the property of MAHLE or its Customer,
whether on or off MAHLE’s or Customer's premises, (i) Seller will examine the premises
to determine whether they are safe for the requested services and will advise MAHLE
promptly of any situation it deems to be unsafe; (ii) Seller's employees, contractors,
and agents will comply with all regulations that apply to the premises and may beremoved 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 ofalcohol or unauthorized, illegal, or controlled drugs or substances on the premises.

© MAHLE, 2021

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26.2

If the Contract includes the removal, moving or installation of production equipment, thefollowing clauses apply:
26.2.1

Seller agrees that it has inspected the equipment and the site where theequipment is removed or installed, and that the price includes everythingnecessary to complete the work, including without limitation the cost ofproviding access and egress, relocating other equipment, power lines andother utilities, preparing a proper foundation to receive the machinery, and all
special permits and equipment required to accomplish the move. If MAHLE
furnishes any of the foregoing, such items shall be clearly and specifically
identified on the face of the Contract. With respect to items or services that
MAHLE furnishes, including, without limitation, foundations or lifting or moving
equipment, Seller agrees to inspect same before use thereof and to be fully
and completely responsible for the adequacy thereof.

26.2.2

Seller or its mover shall provide insurance against any harm to MAHLE or its
employees, Sellers or the mover's employees, or the public arising out of its
activities hereunder. The minimum combined single limit of such insurance is
to be $5,000,000, written by an insurer reasonably acceptable to MAHLE. In
addition, Seller shall maintain broad form property damage liability insurance
covering the activities described in this Section. All policies shall name
MAHLE as an additional insured.

27 Remedies
27.1

The rights and remedies reserved to MAHLE in the Contract will be cumulative with and in
addition to all other legal or equitable remedies.

27.2

In any action brought by MAHLE to enforce Seller's obligations in connection with the
production or delivery of Supplies or transition support, or for possession of property, theparties agree that MAHLE does not have an adequate remedy at law and MAHLE isentitled to an immediate order for specific performance of Seller's obligations (including
related temporary and preliminary injunctive relief).

27.3

MAHLE shall recover actual and reasonable attorney's fees (including the cost of inhouse counsel) in any action arising out of the Contract, unless Seller is the prevailingparty.

28 Notices
28.1

All notices pursuant to the Contract shall be in writing and, unless otherwise expressly
stated in the Contract:
28.1.1 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 by recognized overnight service utilizing receipts, delivery charges
prepaid, effective one (1) business day following deposit; (iii) fax where anelectronic proof of transmission generates at the time of sending, effective on thedate of transmission; (iv) email, subject to proof of transmission, effective on thedate of transmission; or (v) MAHLE’s electronic system for communication with its© MAHLE, 2021

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suppliers, effective on the date of transmission. A copy of any notice to MAHLE
must be sent attention MAHLE Legal Department.
29 Diversity Initiative
29.1

MAHLE encourages its Sellers to use diverse suppliers.

29.2

A diverse supplier is a business establishment that meets one or more of the following
conditions: (i) a small business, as defined in Title 15, §632 of the United States Codeand related regulations; (ii) a small business owned and controlled by sociallydisadvantaged individuals (at least fifty one (51) percent of the business is owned andcontrolled by one or more socially and economically disadvantaged individuals and the
management and daily business operations are controlled by one or more suchindividuals); 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 bydiverse suppliers of the part purchased hereunder, as well as the basis for claiming thatsuch content was provided by diverse suppliers.

30 Miscellaneous
30.1

Waiver. Either party’s failure to insist on the performance by the other party of any termor failure to exercise any right or remedy reserved in the Contract, or either party’s waiverof any breach or default hereunder by the other party shall not, thereafter, waive anyother terms, conditions, rights, remedies, breaches or defaults, whether of the same or asimilar type or not.

30.2

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 is higher
than that permitted by applicable law it shall automatically be amended to the highest
legal rate.

30.3

Survival. Except as otherwise provided in the Contract, Seller’s obligations to MAHLE
survive termination of the Contract.

30.4

Interpretation. No provision may be construed against MAHLE as the drafting party.
Section headings are for convenience or reference only, and do not affect the meaning of
the Contract.

30.5

No Publicity. Seller will not advertise, publish or disclose to any third party (other than toSeller's professional advisors on a confidential and need-to-know basis) in any manner
the fact that Seller contracted to furnish MAHLE the Supplies 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.

30.6

Relationship of Parties. Seller and MAHLE are independent contracting parties andnothing in the Contract will make either party the employee, agent or legal representativeof the other for any purpose. The Contract does not grant either party any authority to© MAHLE, 2021

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assume or to create any obligation on behalf of or in the name of the other. 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, andnot 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 toemployees or agents of Seller or its contractors.
30.7

Third-Party Beneficiaries. MAHLE’s subsidiaries and affiliates are express third party
beneficiaries of the Contract, and any such subsidiary or affiliate may exercise the rights
and remedies of MAHLE hereunder as if such party were a party to the Contract.

30.8

Conflict of Interest. Seller represents and warrants that its performance of the Contract
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 the performance of
the Contract will refrain from any activities that could present a conflict of interest withrespect to Seller's relationship with MAHLE or its performance of the Contract.

30.9

Jurisdiction and Applicable Law; Arbitration.
30.9.1 MAHLE and Seller shall first attempt to resolve any disputes arising under theContract through good faith negotiations.
30.9.2 The Contract shall be interpreted and enforced in accordance with the local,
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 United States of America,
exclusive of their choice of law rules. The parties expressly consent to the soleand exclusive jurisdiction and venue, to the maximum extent permitted inaccordance 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 brought by either party arising out of or related to the Contract.
30.9.3 The parties expressly agree that the United Nations Convention on Contracts for
the International Sale of Goods shall not apply to the Contract or any agreement
or dispute between the parties.
30.9.4 Arbitration. At any time before or within thirty (30) days following the service ofprocess in a legal action, MAHLE may, with written notice to Seller, elect tosubmit any dispute regarding the Contract, other than requests for injunctive or
declaratory relief, to binding arbitration. The arbitration proceedings shall be
conducted before a panel of three arbitrators (one appointed by each party andthe neutral appointed by the other two arbitrators) in accordance with theCommercial Rules of the American Arbitration Association including applicationof the Optional Rules for Emergency Measures of Protection and shall begoverned by the United States Arbitration Act. The arbitration shall be conductedin the city and state, district or province of MAHLE’s principle place of business,and the language of the arbitration shall be in English. The arbitrators shall issue© MAHLE, 2021

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a written opinion setting forth findings of fact, conclusions of law and the basis forthe arbitrator’s decision, which may include an award of legal fees and costs.
30.9.5 Seller shall continue to perform their obligations under the Contract without setoff
for any matters being contested.
IN WITNESS WHEREOF, we acknowledge receipt of and accept the Contract without exception.
Seller’s Name: __________________________

MAHLE’s Name: _________________________

By: ____________________________________

By: ___________________________________
Title: __________________________________

Title: ________________________________
Date: __________________________________© MAHLE, 2021

Date: __________________________________

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