GENERAL TERMS AND CONDITIONS OF PURCHASE TAKATA-PETRI (Sachsen) GmbH (HEREINAFTER REFERRED TO AS "TAKATA-PETRI )

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1 Page 1 of 10 GENERAL TERMS AND CONDITIONS OF PURCHASE TAKATA-PETRI (Sachsen) GmbH (HEREINAFTER REFERRED TO AS "TAKATA-PETRI ) I. APPLICABLE CONDITIONS Present and future business relationship between Supplier and TAKATA-PETRI shall exclusively be based on these General Terms and Conditions, the supplier manual and any other agreements made between the parties. The general terms and conditions of Supplier shall not be applicable even if they were not expressly objected to in individual cases. The General terms and conditions of Supplier shall not apply even if TAKATA- PETRI receives goods or other services and/or makes payments without expressly rejecting Supplier s general terms and conditions. II. PURCHASE ORDERS 1. Any information, documents and/or general statements such as purchase orders and fixed delivery schedules and/or any changes and supplements to such orders or fixed delivery schedules shall not be binding unless they are issued or confirmed by TAKATA-PETRI in writing. Remote data transmissions shall be deemed to constitute written form. Remote data transmissions shall also include faxes, s, internet platforms or machine-readable data carriers. The abovementioned requirement regarding written form can only be waived in writing. 2. Any quotes submitted in response to a request for quotation shall be free of charge for TAKATA-PETRI and non-binding. Supplier s quote shall be valid for thirty (30) days from receipt by TAKATA-PETRI. 3. TAKATA-PETRI shall be entitled to cancel a purchase order unless Supplier confirms acceptance of the order in writing within two weeks of receipt or within one week in the case of remote data transmission. Unless otherwise (contractually) agreed, all delivery schedule changes shall become binding if Supplier does not object to such changes in writing and provide a reasonable justification of such objection within 2 weeks of receipt of such changes or one week in the case of remote data transmission. All other fixed delivery schedules shall become immediately binding. 4. TAKATA-PETRI may require Supplier to implement reasonable changes to the design, construction and/or manufacture of the good to be supplied. The effects of such changes, particularly those relating to cost increases or decreases and/or delivery date changes shall be subject to prior agreement between the parties. 5. Supplier undertakes to maintain the necessary capacity for producing the supplies for the aftermarket, in order to enable TAKATA-PETRI to meet its customers demand for spare parts during a period of not less than 15 years from the date of sale to the end customer/consumer. The parties shall agree on reasonable periods of spare parts availability after consultation with TAKATA-PETRI s customers. In the event Supplier is not in the position to offer spare parts, whether or not due Supplier s fault (e.g. bankruptcy), Supplier shall, in coordination with TAKATA-PETRI, ensure the necessary capacities are made available by third parties. Supplier furthermore undertakes to grant any license required and provide any technical assistance necessary in this re-

2 Page 2 of 10 gard. The conditions agreed between the parties shall also apply to supplies for the aftermarket. III. PRICES, SHIPPING, PACKING 1. The agreed prices are fixed prices and shall be understood to exclude the applicable statutory value-added tax but include the cost of packaging. 2. Cargo transportation will be taken over and implemented by the carrier named by TAKATA-PETRI (FCA "free carrier" according to INCOTERMS 2000). In any case, Supplier shall bear all costs incurred up to transfer to the carrier, including the costs for the loading and those inherent in preparation of the necessary export documents for goods to be exported. 3. If no carrier is named by TAKATA-PETRI, an inquiry must be made in this regard, or release for acceptance of the freight costs must be applied for from the Purchasing Department. 4. In the exceptional case (e.g. when due to the urgency of the matter no carrier is named by TAKATA-PETRI or if a nomination cannot be obtained in time) Supplier hires a carrier of its own choice, TAKATA-PETRI will only pay freight charges up to the maximum amount it would have to pay to its regularly contracted carrier. TAKATA- PETRI will inform Supplier of these prices on request. Furthermore, in such an event, Supplier shall provide sufficient insurance coverage for the goods until the goods reach their final destination (consignee s address or place of use according to purchase order specification). 5. If the parties agree to free delivery /franco domocile" ( Frei Haus ), Supplier shall bear all costs including insurance until goods reach the consignee s address or place of use as specified by TAKATA-PETRI. IV. PAYMENT 1. Payment shall be due on receipt of the goods as specified in the contract and receipt of the correct and verifiable invoice providing for 3% discount for payment within 30 days of receipt of invoice or net cash within 50 days of receipt of invoice. If early delivery of goods is accepted, payment shall be due in accordance with the actually agreed delivery date. 2. Any payments made by TAKATA-PETRI shall not imply acceptance of the accuracy of the invoice. 3. Should the delivery not conform to the contractual conditions, TAKATA-PETRI shall be entitled to retain the respective proportional part of the payment until the contract has been fully complied with. If and to the extent that payments were already made for nonconforming deliveries, TAKATA-PETRI shall have the right to retain any further payments falling due, up to the amount of such payments made. 4. In the absence of prior written consent by TAKATA-PETRI, which may not be unreasonably withheld, Supplier shall not be entitled to assign any receivables from

3 Page 3 of 10 TAKATA-PETRI to third parties or to have them collected by third parties. If the parties agree to the extended retention of title of ownership, this consent shall be deemed granted. 5. Supplier s invoices shall be submitted to TAKATA-PETRI in duplicate (with the duplicate copy marked) and must state the supplier number, number and date of the purchase order or as necessary the purchase agreement and fixed delivery schedules, supplementary data of Purchaser (account assignment), place of unloading, number and date of the packaging slip, quantity and part identification number with index as well as the contractually agreed price per 100 units of the goods billed. V. EXPORT CONTROL AND FOREIGN TRADE DATA 1. For all goods to be supplied and services to be provided, Supplier shall comply with the requirements of national and international export, customs and foreign trade law ( FOREIGN TRADE LAW ) applicable in each case. Any necessary transportation of merchandise abroad or export licenses required shall be obtained by Supplier unless, pursuant to the applicable FOREIGN TRADE LAW, TAKATA-PETRI or a third party has the obligation to apply for such licenses. 2. In sufficient time before of the delivery date, Supplier shall provide to TAKATA-PETRI in writing all information and data which TAKATA-PETRI needs to comply with the FOREIGN TRADE LAW applicable to exports, transportation of merchandise abroad and imports as well as, in the case of onward distribution for the re-export of the goods and services, and in particular for every merchandise and service: the Export Control Classification Number (ECCN) as per U.S. Commerce Control List (CCL) to the extent that the merchandise is subject to the U.S. Export Administration Regulations; all applicable export control list items (if the merchandise is not included in an export control list, this shall be indicated as AL: N ); the statistical merchandise number in accordance with the current merchandise classification under the foreign trade statistics and the HS (Harmonized System) code; the country of origin (non-preferential origin) and whenever requested by TAKATA-PETRI: supplier declarations on preferential origin (in the case of European suppliers) or certificates of preference (in the case of non-european countries). In case of changes to country of origin, the characteristics of the goods or services, or the applicable FOREIGN TRADE LAW, Supplier shall promptly update the export control and foreign trade data as soon as Supplier has knowledge of such changes and communicate them to TAKATA-PETRI in writing. Delayed communication shall be regarded as nonconformance with the export control and foreign trade data for which Supplier shall be held liable. Supplier shall bear all expenses and losses incurred by TAKATA-PETRI on the grounds of missing or nonconforming export control and foreign trade data. Furthermore, missing or incorrect data shall constitute cause for termination by TAKATA-

4 Page 4 of 10 PETRI without prior notice. 3. On the request of TAKATA-PETRI, Supplier shall accompany every delivery that is destined for a TAKATA plant located outside the EU with the related export documentation such as commercial invoice, export declaration and declaration of origin, in addition to the data specified in the preceding item 2. Supplier shall bear all expenses and losses incurred by TAKATA-PETRI as a result of missing or incorrect export control and foreign trade data. Moreover, missing or incorrect data shall constitute a cause for termination by TAKATA-PETRI without prior notice. VI. SECURITY AND SAFETY IN THE SUPPLY CHAIN 1. Supplier declares that Supplier is a certified Authorized Economic Operator (AEO) which Supplier shall prove by submitting copy of the official certification to TAKATA- PETRI. 2. Should Supplier not (yet) be a certified Authorized Economic Operator, Supplier shall have the obligation to ensure continuous compliance with the requirements specified in the Security Declaration (retrievable at in Supplier s company and immediately send such Security Declaration to TAKATA- PETRI with a legally binding signature. If Supplier is unable to meet, wholly or partly, the requirements stated in the Security Declaration, Supplier shall have the obligation to immediately inform TAKATA-PETRI about this in writing. 3. The certifications/declarations required in accordance with the preceding items 1 and 2 shall be presented by Supplier within two weeks of receipt of a purchase order from TAKATA-PETRI. Should Supplier fail to do so or should Supplier be unable to comply with the requirements specified in the Security Declaration, TAKATA-PETRI shall be entitled to rescind the order. 4. Should Supplier, at any point in time, not, or no longer, be able to meet the requirements warranted in the Security Declaration, Supplier shall be obligated to promptly communicate this to TAKATA-PETRI in writing. An incorrect Security Declaration or the subsequent non-compliance with the requirements specified in the Security Declaration shall constitute cause for termination without notice by TAKATA-PETRI. Moreover, Supplier shall bear all expenses and damages incurred by TAKATA-PETRI as a result of the incorrectness of the Security Declaration or subsequent non-compliance with the requirements stated therein. VII. DELIVERY DATES AND TIMES, DELAYS IN DELIVERY 1. The delivery dates established in the purchase order shall be binding. 2. The relevant date for compliance with the contractual delivery date or time shall be the date of receipt of the goods at the delivery address or place of use specified by TAKATA-PETRI. 3. If Supplier anticipates that the agreed dates cannot be met for any reason, Supplier shall immediately inform TAKATA-PETRI by means of remote data transmission stating the reasons and duration of the potential delay. Supplier shall, at its own expense,

5 Page 5 of 10 take all necessary counter measures to prevent delay or any damage caused by delay. Upon request from TAKATA-PETRI, Supplier shall inform TAKATA-PETRI or its authorized representatives, in writing about the current status of production of the ordered goods or their whereabouts. 4. If goods are delivered before the agreed date, TAKATA-PETRI retains the right to return the goods at the expense of Supplier and/or to refuse acceptance. If, in the case of early delivery, the goods are not returned and acceptance is not refused, the goods shall be stored by TAKATA-PETRI at the expense and risk of Supplier until the contractual delivery date. 5. TAKATA-PETRI will accept partial deliveries only upon express prior agreement. If the parties agree to partial shipments, the quantity of the remainder of the goods still to be delivered shall be stated in the shipping documents. 6. In the case of delay in delivery, Supplier shall indemnify and hold TAKATA-PETRI harmless with respect to all direct and indirect damages caused by such delay. If TAKATA-PETRI grants a grace period for delivery and delivery does not occur within such period, is late or is non-conforming, TAKATA-PETRI shall have the right to rescind the contract and/or purchase order and, if legally permissible, to claim the damages. 323 sects. 2 to 4 and 6 BGB [German Civil Code] shall remain unaffected. Acceptance of late or nonconforming deliveries and/or services shall not imply a waiver of TAKATA-PETRI s right to hold Supplier liable for any loss or damage resulting therefrom. VIII. FORCE MAJEURE 1. Force majeure, legal labor disputes, civil disturbance, governmental actions and any other unforeseeable and unavoidable serious events shall release the parties from their duties of performance for the duration of the disturbances and to the extent of its effects. Supplier shall immediately inform TAKATA-PETRI of any case of force majeure and provide the necessary information, especially with respect to the cause, probable duration, etc. of a case of force majeure as well as adapt performance of its contractual obligations to the changed circumstances, to the best of its ability and in good faith. 2. TAKATA-PETRI shall be wholly or partly exempted from its obligation to accept the goods ordered and to rescind the contract to the extent that TAKATA-PETRI cannot be reasonably expected, from a commercial aspect, to accept such goods/services on account of the delays caused by force majeure and/or legal labor dispute. IX. QUALITY AND DOCUMENTATION 1. Supplier must comply with the generally accepted rules of science and technology, safety regulations, any separately agreed quality assurance agreements and the agreed technical data with regard to the goods to be supplied. Any change to the goods to be supplied and to the production process shall require the prior written approval of TAKATA-PETRI.

6 Page 6 of Supplier must employ a state of the art documented quality assurance system and shall duly maintain and update such system as required. In particular, Supplier shall, throughout its supply relationship with TAKATA-PETRI, ensure to be certified under DIN EN ISO 9001:2000 or a higher-level quality management system. 3. With regard to special characteristics as defined in technical documents or in separate agreements according to VDA, ISO TS 16949, DIN EN ISO 9001:2000, TAKATA (C or M), or other TAKATA-PETRI customer standards, Supplier shall additionally keep special records to evidence when, in what way, and by whom such special characteristics were tested and what were the results of the necessary quality tests. These test documents shall be retained by Supplier for 20 (twenty) years and presented to TAKATA-PETRI on written request. Supplier shall to the extent permissible by law impose these same obligations on its own suppliers. 4. To the extent that the authorities (e.g. responsible for vehicle safety, exhaust regulations) should demand to inspect the production process and test documents from TAKATA-PETRI in order to check compliance with certain regulations, Supplier shall provide all reasonable support in this context. X. OBLIGATIONS REGARDING INSPECTION AND NOTICE OF DEFECTS 1. Supplier shall proceed with the diligence and care of a prudent businessman in performing inspections of the goods before delivery. Supplier shall take samples from each batch and retain them for a period of fifteen (15) years. 2. When taking delivery of the goods, TAKATA-PETRI will conduct a receiving inspection that will only comprise an identity check for obvious defects and damage, transportation damage and quantity. No further inspections will be made. Any defects found will be reported by TAKATA-PETRI to Supplier within ten (10) days of discovery. 3. Furthermore, the goods will only be examined in connection with the tests carried out in the course of production and end-of-line tests. Any defects found during those tests will be reported to Supplier within ten (10) days of discovery. Supplier waives the right claim late notice of defects. XI. WARRANTY FOR DEFECTS 1. If goods delivered are not in compliance with the contract/purchase order and TAKATA-PETRI has not begun production, Supplier shall be granted an opportunity to repair or replace such non-compliant goods unless this is unacceptable for TAKATA- PETRI. Should Supplier be unable to repair or replace such goods or should it fail to act immediately, TAKATA-PETRI may opt either to rescind the contract without notice and return the goods to Supplier at Supplier's expense and risk or to claim a price reduction. In urgent cases, subject to prior notice to Supplier, TAKATA-PETRI may undertake the repair itself or have it carried out by a third party. Any cost incurred by such action shall be borne by Supplier. The right of TAKATA-PETRI to demand indemnity or compensation for unsuccessful expenditures shall remain unaffected.

7 Page 7 of If, despite compliance with the obligations arising from Section X (Obligations Regarding Inspection and Notice of Defects) a defect is only discovered after start of production, TAKATA-PETRI shall be entitled to demand compensation above and beyond the provisions set forth in Clause XI 1. Supplier waives the right to claim late notice of defects. 3. Supplier s warranty for defects shall expire 36 months following delivery. 4. Should Supplier have concealed a defect deliberately, the relevant legal provisions shall apply. 5. Supplier shall, upon first demand, indemnify and hold TAKATA-PETRI harmless for any and all damages incurred by TAKATA-PETRI due to the supply of defective goods. Additionally, Supplier shall, upon first demand, indemnify and hold TAKATA-PETRI harmless with respect to any claims for damages raised by third parties in connection with the supply of defective goods and any consequential damage. XII. LIABILITY 1. Unless otherwise stated in these General Terms and Conditions of Purchase with respect to liability, Supplier shall indemnify and hold TAKATA-PETRI harmless in connection with any damage incurred by TAKATA-PETRI directly or indirectly due to deliveries by Supplier that do not conform to the contract and/or purchase order, due to the infringement of official safety regulations or due to any other reasons for which Supplier is liable. 2. In the event a third party sues TAKATA-PETRI on the grounds of strict liability and such strict liability is required by law, Supplier shall indemnify and hold TAKATA-PETRI harmless against such claims to the extent Supplier is liable. The principles specified in 254 BGB shall apply accordingly to any damage settlement between TAKATA-PETRI and Supplier. These principles shall also apply in the event of claims being asserted directly against Supplier. 3. Supplier shall bear any and all costs for any action taken by TAKATA-PETRI to prevent loss and/or damage (e.g. recall actions) to the extent that Supplier is liable. 4. If TAKATA-PETRI wants to make a claim against Supplier as outlined in this Section, TAKATA-PETRI shall immediately and comprehensively inform and consult Supplier. In such an event, TAKATA-PETRI will grant Supplier the opportunity to immediately investigate the claim. Each party shall inform the other party of any action to be taken, especially with respect to settlement negotiations. 5. The liability of TAKATA-PETRI no matter for what legal cause shall be limited to damage caused by TAKATA-PETRI its vicarious agents or contractors intentionally or through gross negligence. In the event of a slight breach ( leichte Fahrlässigkeit ) of essential contractual duties, the liability of TAKATA-PETRI shall be limited to damages typical for this type of contract which were foreseeable at the time the contract was concluded or the breach occurred. Notwithstanding the aforementioned claims for loss

8 Page 8 of 10 or damages resulting from bodily injury, sickness, loss of life or arising under German product liability law (i.e. The German Product Liability Act) remain unaffected. XIII. INTELLECTUAL PROPERTY RIGHTS 1. Supplier warrants that the development, manufacture and intended use of the goods do not infringe any third-party property rights. In the event that Supplier uses thirdparty property rights, Supplier warrants that such use is permitted. 2. Supplier shall indemnify and hold TAKATA-PETRI and its customers harmless on first demand from any third-party claims resulting from use or infringement of such property rights. Supplier s indemnification obligation shall apply to all expenses and costs incurred by TAKATA-PETRI in connection thereto. 3. The indemnification obligation set out above shall not apply if Supplier has manufactured the goods delivered in accordance with drawings, models or equivalent other descriptions or information or instructions provided by TAKATA-PETRI, and when Supplier does not know or cannot know that protective rights are infringed in connection with the goods developed by Supplier. 4. Supplier shall inform TAKATA-PETRI about any intellectual property rights and or licenses, whether registered, unregistered, or pending, belonging to Supplier or a third party which apply to the goods. XIV. CONFIDENTIALITY 1. Supplier undertakes to treat strictly confidentially all documents, information and data relating to TAKATA-PETRI which it receives in connection with or in relation to the contractual relationship and to proceed at least with the diligence and care of a prudent businessman and in compliance with the relevant provisions of the data protection law. 2. Supplier shall be obligated to impose these confidentiality obligations on its employees and subcontractors. At the request of TAKATA-PETRI, Supplier shall evidence compliance with these obligations in writing. 3. Subject to the prior written consent of TAKATA-PETRI, Supplier may use the relationship between the contracting parties for advertising purposes. Supplier shall not use the name or trademark of TAKATA-PETRI without prior written consent from TAKATA- PETRI. 4. This confidentiality obligation shall remain in full force and effect for 2 years after the termination of the contract, or after the business relationship has ended, whichever happens later. XV. USE OF PRODUCTION TOOLS AND CONFIDENTIAL INFORMATION OF TAKATA- PETRI 1. TAKATA-PETRI is or will become, without exception and starting upon completion, owner of all models, molds, templates, samples, tools and other manufacturing equip-

9 Page 9 of 10 ment (collectively referred to as "Production Tools") and all confidential information given to Supplier by TAKATA-PETRI or paid for by TAKATA-PETRI or if payment has been agreed between TAKATA-PETRI and Supplier. This shall apply whether Supplier makes the Production Tools itself or has them made by a third party at TAKATA- PETRI s expense. Payment can be made in the form of a lump sum payment or amortized into the piece price of the Production Tools. Supplier is entitled to withhold delivery of the Production Tools until the agreed price has been paid in full. Supplier shall have no further rights. 2. Supplier shall label the Production Tools as the property of TAKATA-PETRI and shall handle them with the diligence and care of a prudent businessman. These Production Tools shall not be given to or made accessible to third parties nor may they be used for manufacturing goods for third parties or utilized in any other manner, e.g. using or utilizing them without prior written consent of TAKATA-PETRI. In addition to the abovementioned ownership rights, TAKATA-PETRI furthermore retains all applicable property rights to the Production Tools. TAKATA-PETRI may without cause demand the immediate return of Production Tools and confidential documents. Supplier s right to withhold as specified in Para. 1 shall remain unaffected by this. XVI. HAZARDOUS SUBSTANCES Supplier shall comply with all applicable national, European and international laws, regulations, norms and standards, especially Regulation 1907/2006/EC (REACH). If the goods to be supplied are a substance or contains such a substance (as a preparation or article) which fall under a European Regulation, e.g. 1907/2006/EC (REACH) or national regulation and feature dangerous or hazardous characteristics or if such dangerous or hazardous characteristics only emerge when handling the substance, Supplier shall, on its own initiative, promptly proceed to classify, pack and label the substance in accordance with the provisions prevailing at the time of delivery before bringing such substance into circulation. For the initial sampling as well as for the first series supply, Supplier shall submit a dated, current safety data sheet in German, English, Polish, Czech and Romanian stating relevant occupational safety instructions and release for use. Such safety data sheet must be re-submitted each time the substance/preparation/article is modified and whenever the safety data sheet is revised by Supplier, but at the latest every 3 years if there are no modifications. If specific handling instructions apply, Supplier shall inform TAKATA-PETRI separately in writing and, taking account of the local conditions at TAKATA-PETRI, shall advise TAKATA -PETRI on the use of the substance/preparation/article. Any further obligations of Supplier regarding the import and placing the substance/preparation/article on the market under national or international provisions shall be fully met by Supplier. XVII. ETHICS PRINCIPLE Suppler warrants that it adheres to the human rights principles pursuant to the Charter of the United Nations at all its factories and sites. In particular Supplier warrants that no forced labor nor child labor takes place in any form and no discrimination based on nationality, belief, age, gender, cultural background and trade union affiliation occurs.

10 Page 10 of 10 XVIII. TERMINATION TAKATA-PETRI shall be entitled to terminate the business relationship with Supplier at any time without cause by giving 3 months notice prior to the end of the respective month. This shall not affect TAKATA-PETRI right to terminate without notice for cause. Such a cause would be, for example, the submission of a petition to start bankruptcy proceedings against the assets of one of the parties. XIX. GENERAL PROVISIONS 1. Should bankruptcy proceedings be initiated against the assets of one of the parties, the other party shall have the right to rescind the contract with respect to the obligations not yet fulfilled. 2. Supplier shall not be entitled to set off payments unless such claim is unchallenged or such claim is established by a court as being legally valid. 3. International commercial terms shall be interpreted in accordance with INCOTERMS 2000 if not agreed otherwise. 4. The law of the Federal Republic of Germany shall apply exclusively, excluding the conflicts of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods. 5. Place of performance for delivery and payment shall be Elterlein, or on TAKATA-PETRI s request, Freiberg or Döbeln. 6. The venue for actions brought by TAKATA-PETRI against Supplier shall be, at TAKATA-PETRI discretion, either Aschaffenburg or the court of jurisdiction at Supplier s registered place of business. For litigation instituted by Supplier against TAKATA-PETRI, the legal venue shall be Aschaffenburg. 7. Should individual provisions of the above General Terms and Conditions of Purchase and other contractual agreements between the parties be or become invalid in part or as a whole, this shall not affect the validity of the remaining provisions and agreements. The invalid provision shall be replaced either by the relevant legal provision or by a legally valid provision which the parties would have agreed in good faith if they had been aware of the invalidity of the original provision. This shall apply analogously to any loophole. TAKATA-PETRI (Sachsen) GmbH Current as of November 2008