General Terms and Conditions of Purchase of the Romanian Companies of the MAHLE GroupDefinitions

1. Determining conditionsnaa) Orders shall only be valid if they are effected inwriting. It shall be necessary for MAHLE to signand stamp Orders. The written form shall also bedeemed to have been observed if Orders are sent
by fax.

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b) The Supplier shall confirm that it is aware of thecontent of the Order, understands it and each Ordermust be confirmed by the Supplier by means of theOrder confirmation form within 24 hours of receiving
the Order. If the Supplier does not raise any objections in writing within 7 days from the date of receiving the Order, then this shall be understood by
MAHLE as acceptance of the Order for implementation without any remarks.
c) Even after the Supplier has confirmed the Order,
MAHLE may request that the Supplier shall makereasonable changes to the delivery item in terms of
its design and function. In this case, the contracting
parties shall take suitable account of the impactsof these changes, especially in regard to additional

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h) The Supplier shall send MAHLE the list of current
prices which shall be maintained at the same level
until the next changes. Any Order placed by MAHLE
before such changes are received shall be deemed
concluded at the original price.

isxta) The price shown in the Order shall be binding.
In the absence of a different agreement, the priceshall be the delivery condition “DDP” (Delivered
Duty Paid) according to Incoterms 2000 and include packaging. By way of good cooperation with
MAHLE, the Supplier shall guarantee to apply preferential price conditions by granting MAHLE an
adequate discount that is fair to both parties, andshall guarantee MAHLE preferential status in termsof technology, quality of goods etc.
b) If the delivery condition “EXW” is agreed according to Incoterms 2000, the goods shall be transported by a forwarding agent approved by MAHLE
in writing.
c) The invoice shall be sent together with the delivery
note or by electronic post to the MAHLE receiving office simultaneously with the delivery of the ordered
Material. The invoice shall show the date, Ordernumber, Supplier number and VAT number if it wasstated on the Order and must fulfill any other conditions specified by current Romanian legislation. If
these conditions are not fulfilled, the invoice shall bedeemed not to have been issued.

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2. Offer, Offer Documents© MAHLE, 2008

4. Delivery Dates, Delay in Deliveryomd) The provisions of these General Terms and Conditions of Purchase shall apply in addition to allother possible agreements that the parties conclude
in addition, e.g. framework supply contract, quality
agreement. In the case that MAHLE and the Supplier enter into such a written supply contract inwhich they agree on conditions differing from thoseincluded in these General Terms and Conditions,the provisions mutually agreed in the contract shallprevail in all cases.

3. Prices, Invoices, Paymenttec) These General Terms and Conditions shall also
apply to all future transactions with the Supplier.

g) MAHLE shall be entitled to set-off liabilities against
receivables that MAHLE or its affiliates may haveagainst the Supplier.

ianb) These General Terms and Conditions shall also
apply if MAHLE accepts deliveries from the Supplier
without reservation in the knowledge of contrary
conditions of the Supplier or conditions that differ
from these General Terms and Conditions. References or indications by the Supplier to the validityof its General Terms and Conditions are hereby expressly rejected.

or lower costs and the delivery date. The Supplierretains the right to change or terminate the Orderor a contract with a period of notice termination of
one month. In the event that the Supplier is not able
to change the Order for MAHLE and to deliver the
products within the agreed period of time, the Supplier must notify MAHLE of this fact within 24 hours
from the date of receiving the Order change. In thiscase MAHLE is entitled to cancel the Order.

ana) The following General Terms and Conditions
shall apply exclusively. By delivering its Material to
MAHLE the Supplier accepts the present General
Terms and Conditions of Purchase. MAHLE only
accepts the General Terms and Conditions or other
different conditions of the Supplier if they have been
expressly approved in writing by MAHLE.

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In these General Terms and Conditions the terms below shall have the following meanings:• “MAHLE” - means the Romanian company of the MAHLE Group that is placing the order• “Supplier” - means the person, company, enterprise or other institution to which the order is addressed• “Material” - means all types of raw material, tools, or other material purchased by the Romanian company of the MAHLE Group• “Order” - means purchase orderd) The invoice shall be paid according to the date determined in the Order or in the open Order frameworkcontract.
e) The Supplier shall not be entitled without the written approval of MAHLE to assign rights accruing fromthe delivery relations with MAHLE to any third parties.
f) The acceptance of the supplied goods and/or their
payment by MAHLE shall be effected subject to invoice checking and enforcement of warranty rights
and/or compensation claims. The payment of the
supplied goods may constitute the acknowledgementof debt under the enforcement of warranty rights and/or compensation claims.

a) The delivery time, precision, quality and quantity
are of major strategic importance to MAHLE.
b) Agreed delivery times are binding. Compliancewith the delivery time shall be determined by thedate on which the goods are received at the receiving office or site of utilization stipulated by MAHLE.
c) MAHLE shall not be obliged to accept any earlierdeliveries or partial deliveries that have not beenpreviously agreed. If MAHLE is required to receive
an untimely delivery, partial delivery or delivery inexcess of the agreed value or a delivery differing in
any other way compare from that agreed, such as interms of packaging, for example, then MAHLE shallinvoice the Supplier for any costs incurred by the
Supplier in connection with such delivery.
d) The Supplier shall undertake to inform MAHLE
immediately if circumstances occur that prevent
compliance with the delivery dates or the Supplierrealizes that it will not be possible to comply withsuch dates. In this case MAHLE shall be entitled toclaim for any damages arising with regard to thisdelivery.
e) If the Supplier fails to deliver within the stipulateddelivery time MAHLE has the right to make settlement and debit the Supplier with penalties amounting to 0.5% of the net value of the delivery for eachday of delay. In the case that these penalties do notcover the whole loss that arises out of the delayeddelivery, MAHLE has the right to reduce the agreed
price, demand delivery of the goods and to claim
any damages that result to MAHLE regarding to thisdelivery.

5. Force Majeurea) Cases of Force Majeure, which cannot be avoided
even by taking reasonable care, shall release thecontracting parties from their contractual obligations1

6. Shipping, Transfer of Riska) Unless otherwise agreed, deliveries shall bemade free domicile MAHLE to the receiving office orsite of utilization stipulated by MAHLE.

c) Until the delivery is accepted by MAHLE the Supplier shall bear the responsibility and risk for the delivery and services.

7. Quality and Documentation

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a) The Supplier shall comply with the recognizedtechnical regulation and state of the art, any applicable safety regulations and the agreed technicaldata for its deliveries. If MAHLE has sent drawings,
samples or other instructions to the Supplier, thenthe Supplier shall observe them in terms of the design and characteristics of the delivery item. Changes to the delivery item shall require the prior express
approval of MAHLE in writing.

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b) The Supplier shall undertake to inform MAHLE in
any of the following cases: use of different Material
than that agreed, change of technology and production methods, transfer of production to a different
location or change of Material sources. If there areany deviations or if the Supplier fails to meet any
quality requirements or certifications determined by
MAHLE, MAHLE shall be entitled to calculate a penalty amounting to 1% of the Order value for eachdelivery that does not meet these requirements.
The penalties may be higher than the value of theOrder.
c) The purchaser reserves the right to carry out quality management audits of the production system or© MAHLE, 2008

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a) The Supplier shall fulfill the legal regulations of
the country of manufacture and distribution relating
to goods and Materials as well as processes which
are subject to special treatment, inter alia regarding
their transportation, packaging, labeling, warehousing, treatment, production and disposal on accountof laws, ordinances or other regulations, or on account of their composition and impact on the environment.

bine) The Supplier shall operate or develop a quality
management system based on the latest version of
ISO/TS 16949. Certificates from an accredited bodyor second-party certifications and equivalent QM
systems such as VDA Volume 6 Part 1, QS 9000
and ISO 9001 geared specifically to the automobile industry may be recognized. The Supplier shallprovide MAHLE with a copy of the latest certificate.
MAHLE shall be informed within 48 hours if the certificate is revoked.
f) With regard to the initial sample process, reference is made to the latest version of VDA Volume
2 “Quality assurance of deliveries”. Irrespective of
this, the Supplier shall continually check the quality of its delivery items. The contracting parties shallalso inform one another about other quality improvement methods.
g) If the Supplier and MAHLE have not reached adefinite agreement as to the nature and extent of
the tests as well as the test equipment and methods, MAHLE shall be prepared, at the Supplier`srequest, to discuss the tests with the Supplier within
the limits of its knowledge, experience and possibilities in Order to determine the required state of thetesting technology.

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b) The Supplier shall undertake to enclose the relevant delivery notes with the consignments. The
Order number of MAHLE and the Supplier number
must be stated on the delivery notes and certificate
PN EN 10204 2.1 shall be shown on the delivery
notes. If these conditions cannot be met, then
MAHLE shall not be liable for any ensuing delays
in processing.

8. Hazardous Substances and Preparationsb) The Supplier undertakes to provide all necessary information about components (heavy metals)
relevant to the EU directive on end-of-life vehicles(ELV - End of Life Vehicles to the IMDS database(“International Material Data System“) at its own expense; they shall then be deemed declared.

isd) A certificate issued by The Local Chamber ofCommerce in accordance with Romanian Legislation must be provided as proof of Force Majeure.

d) If the Supplier supplies MAHLE with production
Material, then the following conditions are binding
unless otherwise agreed by the parties in writing.

xtc) If the hindrance lasts longer than 2 months, bothcontracting parties shall be entitled to withdraw fromthose parts of the contract that are as yet unfulfilled.

have the right to terminate the present contract by
informing the Supplier in writing to this effect if the
supplier fails to comply with the agreed quality standards for a period of three months.

teb) In this case the contracting parties shall beobliged to inform one another without delay andshall adjust their obligations to the changed circumstances in good faith within 10 days from the occurrence of the incident.

product manufactured by the Supplier. Such audits
may be carried out by MAHLE and/or by MAHLE’s
customers at a previously agreed time, date andframework. The above right of MAHLE shall also
apply to any subcontractors.

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for the duration of the interruption and to the extent
their liabilities are affected. Labor disputes are notdeemed to be Force Majeure.

h) In the case of parts mentioned specifically intechnical documents or a separate agreement, theSupplier shall moreover record in special drawings
when, in what way and by whom the delivery items
have been tested with regard to the characteristics
specified in the documentation and in the results of
the required quality tests. The test documents shallbe retained for 15 years and shall be submitted to
MAHLE as required. The Supplier shall impose
the same obligation on subcontractors within thebounds of what is legally possible. By way of instruction, reference is made to the latest version of VDA
Volume 1 “Production of evidence”.

c) The Supplier undertakes to abide by the EU
Regulation concerning the Registration, Evaluation,
Authorization and Restriction of Chemicals (Regulation (EC) Nr. 1907/2006 of 18.12.2006, hereinafterreferred to as “REACH”. The Seller shall especiallycarry out all registrations and preregistrations ontime. MAHLE shall not be obliged to carry out any
registration. The Supplier acknowledges that the
goods cannot be adopted if the REACH requirements are not or not adequately fulfilled.
d) In this case the Supplier shall send MAHLE thenecessary papers and documents even before theOrder is confirmed. In particular, all hazardous substances and water-endangering Materials may only
be delivered after production of an EC safety data
sheet and after approval has been granted by MAHLE. If the requirements according to sub-clause 8a) change during the delivery relations, the Suppliershall immediately send MAHLE the documents relating to the changed requirements.
e) MAHLE shall be entitled to return hazardous
substances and water-endangering Materials whichwere supplied for test purposes to the Supplier freeof charge.

i) If authorities or customers of MAHLE ask to inspect the production process and test documentsof MAHLE in order to verify certain requirements,
the Supplier shall be ready to grant them the samerights in its company and shall give them all reasonable assistance. The Supplier shall impose
the same obligation on subcontractors within thebounds of what is legally possible.

f) The Supplier shall be liable to MAHLE for any
damage arising as a result of non-compliance withthe existing legal regulations, in particular damages
suffered by MAHLE and any claims of third parties
against MAHLE that result from the supplier negligently not, partially, or belatedly complying with or
fulfilling the above provisions in lit. b) - e.).

j) In other respects, following a reasonable period ofnotice and during normal business hours, and at intervals MAHLE deems necessary, MAHLE shall beentitled at any time to carry out reasonable inspections and quality audits of the premises in which the
Supplier manufactures the Products. MAHLE shall

9. Packaginga) The provisions of the latest valid Packaging Ordinance shall be observed.
b) The Supplier shall take back used, empty packaging

2i) If, in its capacity as an automotive component supplier, MAHLE is obliged to grant one of its customers a longer or more extensive warranty for defects,
then if the Supplier delivers production Material, theSupplier shall also undertake to accept this regulation in future after first receiving written notification
thereof. The above regulations relating to warranty
requirements also relate to all the spare parts supplied by the Supplier.
j) This Chapter 10 shall apply exclusively and in any
case and notwithstanding any provisions to the contrary of Romanian law regarding warranty.

11. Product Liability and Recalla) The Supplier shall bear full responsibility if it
has caused a product fault and/or if any productis in breach of property rights, and also for any
complaints, damages or losses caused by defective products incurred by participants in the supply
chain. If legal action is taken against MAHLE due to
product liability or on account of the contravention of
official safety regulations according to Romanian or
EU law due to the defectiveness of a product which
it produced or otherwise put into circulation, the Supplier shall be obliged to indemnify MAHLE, at first request, against all claims, or pay compensation if thedefective nature of the product from MAHLE is dueto the defective nature of the goods furnished by the
Supplier. The Supplier shall also pay any costs that
MAHLE incurs by calling on the services of a lawyer
or relating to the defence of product liability claims.
If MAHLE is subject to special regulations regarding the burden of proof in relations with the injured
party, these regulations shall also apply in relations
between MAHLE and the Supplier.

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d) If the Supplier is unable to re-perform or fails to
re-perform without undue delay, MAHLE shall beentitled - after setting an additional time limit - to buy
replacement parts in place of the defective ones at
the Suppliers expense and to undertake actions toeliminate the claim by commissioning a third party.
MAHLE may also rectify defects itself or have themrectified by a third party at the Supplier’s expense.

Thee) If the delivery of defective parts leads to costsfor MAHLE, e.g. transportation costs, travelling
expenses, labor and Material costs or costs for an
incoming goods inspection over and beyond thenormal scope, the Supplier shall be obliged to pay
these costs.
f) Unless otherwise agreed below, warranty claims
shall become statute-barred in 2 years from the date

© MAHLE, 2008

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d) The Supplier shall be obliged to take out andmaintain sufficient product liability insurance to cover the risks of product liability, including the risk ofrecall. At the request of MAHLE, the Supplier shallimmediately provide documentary evidence of theconclusion of an insurance contract. If the Supplier
is not in a position to furnish evidence of the insurance policies within two weeks, MAHLE shall be entitled to conclude such insurance at the Supplier’s
expense.

binh) MAHLE may request the Supplier to reimburse
expenses which it had to pay in its customer relationship because the customer has the right to arefund of the expenses required for the purposeof re-performance, especially transportation costs,
travelling expenses, labor and Material costs.

omc) If defective goods are delivered, MAHLE has
the right either to demand the supply of replacement parts (delivery free of charge) or eliminationof the defects. In the case of a subsequent delivery, the Supplier shall bear the cost of taking backthe defective parts. In the event of any complaint
concerning delivered goods, MAHLE has the rightto invoice the Supplier for a lump sum amounting
to 3% of the value of the delivery to cover the costs
related to settling the warranty issues on the goods
under complaint. The Supplier shall then effect payment within the period of 14 days from the day of thedemand for payment in writing and its determination
by MAHLE.

c) If MAHLE is obliged to carry out a recall action on
account of the defective nature of the goods delivered by the Supplier or this recall action is necessary on account of danger to human health or life or
to Material assets, the Supplier shall be obliged to
pay the resulting costs.

12. Industrial Property Rightsisb) On receipt of the goods from the Supplier, MAHLE
shall inspect them for any discrepancies in quantity
or visible damage if this is possible in the ordinary
course of business. MAHLE shall inform the Supplier within 14 days if any defects are ascertained
during this inspection. If MAHLE does not ascertain
defects until the supplied goods are processed orused for their intended purpose, MAHLE shall informthe Supplier within 14 days after they are detected.
The Supplier shall therefore waive the defense ofdelayed complaint.

g) Any further claims, in particular for damages orin connection with warranties of the Supplier, shallnot be affected.

xta) Unless stipulated otherwise in the following provisions, the legal regulations shall apply to deliveriesof defective goods. The supplied goods have to be
fit for use in accordance with their destination andintended use determined by MAHLE and in accordance with any legal requirements. The Supplierbears full responsibility for any defects, defects in
the Material, production and construction. In caseof any disagreement or litigation, MAHLE shall determine the existence of a defect and the responsibility.

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10. Warranty and Recourse Claims

ianc) The Supplier should use recyclable Materials andmark them properly.

of delivery of the goods (passing of risk). If the Supplier provides MAHLE with production Material,
which will ultimately be installed in motor vehicles
or engines in accordance with these regulations, theperiod of limitation shall not begin until the motor vehicle or the end customer commissions the engine.
If the motor vehicle or engine has to be registered,the date of first registration shall be decisive when
determining the time of commissioning. The legal
regulations shall apply to defects in delivery items
that are used according to their intended purpose
for a construction, or to defects of title.

anfree of charge. If this is not possible, the Supplier shall
pay the corresponding, reasonable disposal costs incurred by MAHLE.

b) In product liability cases according to sub-clause
11 a), the Supplier shall provide MAHLE with all necessary information and any support within the boundsof reason and in due time to fend off claims.

a) The Supplier guarantees that all deliveries arefree of industrial property rights or copyright of third
parties and that MAHLE and MAHLE’s customers
infringe no industrial property rights or copyright ofthird parties through the delivery and contractualuse of the delivery items. This provision shall also
apply to industrial property rights that are publishedworldwide. The Supplier shall release MAHLE andits customers from any third-party claims arisingfrom any infringements of industrial property rights
and shall bear all costs incurred in this respect.
b) This provision shall not apply if the delivery item
was produced on the basis of drawings, models
or other detailed information from MAHLE and theSupplier was neither aware nor needed to know thatindustrial property rights or copyright of third parties
are thereby infringed.
c) The contracting parties shall be obliged to inform
one another immediately about infringement risks
that become known and any cases of alleged infringements. The contracting parties shall then takereasonable action by mutual agreement against
corresponding claims for infringements of industrial
property rights or copyright.
d) The Supplier shall impart all data relating to development works and pending patents relating to
the product and also impart all other data relating totechnical know-how.
e) By delivering the product, the Supplier assigns
MAHLE the unlimited right to use the product within
an unlimited period of time, gives MAHLE the option to transfer any copyrights relating to the productand guarantees that the goods are free from any
limitations and can be used in accordance with theirintended purpose.

13. Reservation of Title, Means of Productiona) MAHLE shall not accept any extended or expanded reservation of title on the part of the Supplier.

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15. Confidentiality

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d) This English language version of the General
Terms and Conditions of Purchase of the Romaniancompanies of the MAHLE Group serves exclusively
for the purposes of information and translation. In
the event of any discrepancies between the termsof the Romanian and the English language version,
the Romanian language version shall prevail in allcases. In the event of disagreement or litigation,
the Romanian language version shall also be thedecisive version for the interpretation of individual
provisions of the General Terms and Conditionsof Purchase of the Romanian Companies of the
MAHLE Group.

binb) Technical and commercial details may be provided to a third party only after prior approval has been
given by MAHLE in writing.

c) The Parties especially agree that in the eventthat one of the above-mentioned provisions does
not comply with Romanian legislation (at the timeat which the contract is in effect), the contract shallprevail.

isc) The Supplier shall undertake to impose the sameobligation to maintain secrecy on subcontractors.
Confidential information provided to the Supplierby MAHLE may only be used by the Supplier asagreed.

Status: January 2008textd) The obligation to maintain secrecy shall apply
even after the delivery relations have ended. At theend of the delivery relations the Supplier shall undertake to return to MAHLE all business secrets ifthey are embodied or stored on electronic data media. All business secrets shall be removed from thedata-processing systems of the Supplier. Copies, inwhatever form, shall be destroyed in such a way thatreconstruction is impossible.

16. Place of Performance, Applicable Law,
Place of Jurisdiction

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c) Processing, modification or installation of meansof production made available to the Supplier by
MAHLE shall be carried out in the name of MAHLE.
If processing, modification or installation leads to
inseparable mixing of MAHLE’s products with products of the Supplier or a third party, MAHLE shallacquire joint ownership of the new product in proportion to the value of MAHLE`s product with thenew product. If processing, modification or installation is carried out in such a way that MAHLE’s products can be regarded as an integral part of a main
product of the Supplier, it shall be deemed to havebeen agreed that the Supplier shall grant MAHLE
joint ownership of the main product in proportion to
the value of MAHLE’s product with the new product.
In both cases the Supplier shall hold the joint ownership share of MAHLE for MAHLE.

a) The contracting parties shall give an undertaking
to treat all Orders and all related commercial andtechnical details as business secrets. In particular,
all diagrams, drawings, calculations, quality guidelines, samples and similar items shall be treated asstrictly confidential. Confidential information may
only be copied and transmitted within the scope ofoperational requirements. Confidential information
may only be disclosed to third parties after prior written permission has been obtained.

ianb) Means of production handed over to the Supplier by MAHLE (in particular parts, raw Materials
or tools, etc.) as well as supplied documents, samples, models, data, etc. shall remain the property of
MAHLE. The Supplier shall be obliged to show thatthe means of production supplied by MAHLE are theproperty of MAHLE and shall insure them against
fire, water damage and theft at their replacement
value at the Supplier’s own expense. On request,
the Supplier shall provide MAHLE with documentary
evidence of the existence of appropriate insurance
policies. The Supplier shall carry out any necessary maintenance work at regular intervals at theSupplier’s own expense. The Supplier shall inform
MAHLE immediately about any damage or faults.
All means of production that are at the Supplier’s
premises and used for manufacturing of the ordered
product shall become the property of MAHLE notlater than upon final payment. MAHLE shall also
have the right to buy them at any time and at bookprice. These means of production shall not be used
for the manufacture or construction of products forthird party customers or for other purposes.

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d) The Supplier shall use the means of production,
documents, samples, models, data, etc. received
from MAHLE solely for the purpose of manufacturing goods ordered by MAHLE. On request, themeans of production, etc. shall be returned immediately at any time free of charge. If the Supplier is thejoint owner of the means of production, they shall be
returned gradually in return for payment of the Supplier’s joint ownership share. The Supplier may only
enforce a right of retention if the basic claim has
been accepted in writing by MAHLE or has beenlegally recognized.

14. Provision of Spare PartsThe

The Supplier is under an obligation to supply spareparts to MAHLE for the stipulated lifetime of the end
products for which the products are to be used. The
minimum period shall be 15 years after the end of
the series production in sufficient quantities for use
as spare parts and at the series price.

© MAHLE, 2008a) The place of performance for the Supplier’s delivery obligations shall be the receiving office orsite of utilization specified by MAHLE. The place ofperformance for payment obligations shall be thehead office of MAHLE.
b) The law of the Romanian State shall apply exclusively. The place of jurisdiction for all disputes
arising from business relations between the contracting parties shall be the court of competentjurisdiction at the head office of MAHLE. MAHLE
also reserves the right to choose the court appropriate to the location of the Supplier’s premises.

17. Final Provisionsa) If one contracting party stops making payments
without just cause or an application is made toopen insolvency proceedings against the party’s
assets, the other contracting party shall be entitled
to withdraw from the contract on account of the unfulfilled parts of the contract.
b) If one of the above-mentioned provisions is or
becomes unenforceable or invalid, the validity ofthe other provisions shall not be affected. The invalid or unenforceable provision shall be deemed
to have been replaced by a provision which comesas close as possible in legal terms to the contracting parties’ original meaning and the purpose of theinvalid or unenforceable provision. This shall also
apply to any loopholes in the contract.

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