1. BASIS OF CONTRACT 1.1 The Supplier has read and understood these terms and conditions and any relevant Purchase Order and agrees that the Supplier s written acceptance or commencement of any work or service under the Purchase Order shall constitute the Supplier s acceptance of these terms and conditions. The following documents together form the agreement between the parties ( the Agreement ): the Purchase Order, Contract Order (if any), Delivery Schedule Reports (if any) and these terms and conditions. 1.2 These terms and conditions apply to the supply of products or services to Group Lotus plc and/or its subsidiaries ( Lotus ) to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. In particular, any terms and conditions which the Supplier seeks to incorporate into the contract between the parties in any order acknowledgement or collateral contract shall not apply unless specifically referred to and accepted in writing by a director of Group Lotus plc or the relevant subsidiary. 1.3 No variation of the Agreement shall be binding unless agreed in writing between the authorised representatives of Lotus and the Supplier. 2. SHIPPING, BILLING AND CERTIFICATION that the goods and services are delivered free from any liens, encumbrances and claims on the goods or services under the 3.6 If any sum under the Agreement is not paid when due then, without prejudice to either party s rights under the Agreement, that sum shall bear interest from the due date until payment is made in full, both before and after any judgement, due at 2% per annum over HSBC Bank plc base rate from time to time. The Supplier is not entitled to suspend deliveries as a result of any sums being outstanding. 4. DELIVERY SCHEDULES 4.1 Time is of the essence, and deliveries shall be made both in quantities and at times specified in agreed Delivery Schedule Reports. Lotus shall not be required to make payment for goods delivered to Lotus that are in excess of quantities specified in the 3- month fixed period set out in the most recent Delivery Schedule Reports. Lotus may change the rate of scheduled shipments or direct temporary suspension of scheduled shipments, neither of which shall entitle the Supplier to change the price for goods or services covered by the Purchase Order or require payment for goods or services not yet received by Lotus. For orders of goods where quantities and/or delivery schedules are not specified, the Supplier shall deliver goods in such quantities and at such times as Lotus may direct. 2.1 The Supplier agrees: 2.1.1 to properly pack, mark and ship goods in accordance with the requirements of Lotus and involve carriers in a manner to secure lowest transportation cost; 2.1.2 to route shipments in accordance with instructions from Lotus; 2.1.3 to make no charge for handling, packaging, storage, transportation of goods, protective packaging, material, delivering of parts to various plants in special racks/different container types or re-assignment of all kind of containers unless otherwise stated in the Purchase Order; 2.1.4 to properly mark each package with a label/tag; and 2.1.5 to promptly forward the bill of lading or other shipping receipt for each shipment. 2.2 The Supplier will include on bills of lading or other shipping receipts correct identification of the goods shipped and carrier s requirements. The marks on each package and identification of the goods on packing slips, bills of lading and invoices shall be sufficient to enable Lotus to easily identify the goods purchased. 3. PAYMENT 3.1 The Supplier shall be entitled to invoice Lotus in respect of the goods and services only after delivery of the goods and services in accordance with the terms of the 3.2 Payment terms will be as specified on the face of the Purchase Order. If no payment terms are specified on the face of the Purchase Order, payment shall be made on the first Friday following sixty (60) days from the end of the month in which the valid invoice received by Lotus is dated. Time for payment shall not be of the essence of the 3.3 The Supplier agrees to accept payment by electronic transfer of funds. 3.4 The Supplier shall provide a monthly statement of account to Lotus upon Lotus request. 3.5 Lotus may withhold payment pending receipt of written confirmation on Supplier headed paper and signed by a director of the Supplier 4.2 Lotus may return over-shipments to the Supplier at the Supplier s own risk and expense. 5. PREMIUM SHIPMENTS If the Supplier s acts or omissions result in the Supplier s failure to meet agreed delivery requirements, Lotus may require a more expeditious method of transportation for the goods than that originally specified by Lotus. If Lotus does require this, the Supplier shall ship the goods as expeditiously as possible at the Supplier s sole risk and expense. 6. DEVELOPMENT, SUPPLIER QUALITY AND INSPECTION 6.1 The Supplier agrees to arrange at Lotus request for Lotus to enter the manufacturer s facilities at reasonable times to inspect or test the facility, goods, materials and any property of Lotus held at the facilities. Lotus inspection of the goods, whether during manufacture, prior to delivery or within reasonable time after delivery, shall not constitute acceptance of any work-in-progress or finished goods and shall not diminish or otherwise affect the Supplier s obligations under the 6.2 The Supplier undertakes to perform its agreed tasks in relation to any development work and to deliver any deliverables to Lotus on or before the agreed date for delivery. 6.3 Unless otherwise agreed in writing by the parties, all development work will be carried out at the sole cost and expense of the party performing the relevant task. Lotus shall own all development work and any intellectual property rights arising in relation thereto. The Supplier hereby grants Lotus and its customers a non-exclusive royalty free right and licence to use and exploit any supplier intellectual property rights in the goods for any purpose. 6.4 Lotus and the Supplier shall work together to: 6.4.1 reduce the cost to the Supplier of producing the goods or providing the services; 6.4.2 to improve the goods in both manufacture and assembly and the quality of the services provided; 6.4.3 to apply the net benefit of any costs savings to the price as soon as possible thereafter. Page 1 of 5
6.5 Lotus shall own all tooling used in the manufacture of goods and paid for by Lotus (either separately or amortised in the price paid by Lotus for the goods). Lotus may, at its option, purchase any tooling used in the manufacture of the goods which has not, at the time of the request, been paid for by Lotus. Lotus may, by notice in writing, require the Supplier to promptly deliver up all tooling owned by Lotus. 7. PAYMENT FOR NON-CONFORMING GOODS Payment for non-conforming goods shall not constitute an acceptance thereof, limit or impair Lotus right to assert any legal or equitable remedy, or relieve the Supplier s responsibility for latent defects. 8. SERVICE PARTS PRICING The Supplier will allow Lotus and its Service Parts Operations to purchase goods at the same price as that negotiated for original equipment (OE) usage for the period that the goods remain a current OE item. The Supplier shall give Lotus and its Service Parts Operations two (2) years written notice of any intention to cease production of the goods. The parties intend that this two year notice period will allow Lotus sufficient time to source, test and validate replacement products for production purposes. The Supplier will also provide Lotus with the right to make an end of life all time buy for adequate quantities to provide for Lotus legal requirement to support ten (10) years service requirements. 9. FORCE MAJEURE 9.1 Neither party shall be liable to the other for any delay or nonperformance of its obligations under this Agreement if and to the extent that it is caused by any event or occurrence which could not be prevented or foreseen and which is beyond the control of the party and without its fault or negligence, including, without limitation, acts of God, governmental act, fires, floods, windstorms, explosions, riots, natural disasters, wars sabotage or civil commotion provided that written notice of such delay (including the reasons and the anticipated duration of the delay) shall be given by the affected party to the other party as soon as it becomes aware of the event or occurrence; and in any event within three (3) days of the happening of the event or occurrence. 9.2 If the Supplier is prevented from performing its obligations by such an event of force majeure: 9.2.1 the Supplier shall use all reasonable endeavours to mitigate the effects of such delay or prevention on the performance of its obligations under the Agreement; 9.2.2 Lotus may purchase the goods from other sources and reduce its order to the Supplier accordingly, without liability to the Supplier; 9.2.3 if requested by Lotus, the Supplier shall, within five (5) days provide adequate assurances that the delay shall not exceed thirty (30) days; and 9.3 If delay attributable to a force majeure event lasts more than thirty (30) days or the Supplier does not provide adequate assurances that the delay shall not exceed thirty (30) days Lotus may immediately terminate this Agreement without liability to the Supplier. 10. WARRANTY world including the United States Of America) and expressly warrants that the goods covered by these terms and conditions have been selected, designed, manufactured, supplied and/or assembled by the Supplier will be fit and sufficient for the particular purposes intended by Lotus; 10.3 any services performed by the Supplier will be performed with reasonable skill and care as is to be expected from a provider of services experienced in the provision of services of the size, type, scope and complexity of the services and to the reasonable satisfaction of Lotus; 10.4 the warranties provided hereunder relating to the quality and specification of the goods shall remain in force for a fixed period of at least three years from the date of sale of the goods to a person buying as a consumer (as defined in the Sale of Goods Act 1979 as amended by the Sale and Supply of Goods Act 1994) or the date of sale of a vehicle containing the goods to a person buying as a consumer; 10.6 it has full right, power and authority to perform its obligations to Lotus in accordance with the terms of this Agreement; and 10.7 it conducts its business in a manner that is consistent with all applicable laws, statutes, regulations from time to time in force including but not limited to the Modern Slavery Act 2015; 10.8 any services provided by the Supplier will be performed by employees of the Supplier possessing suitable skills and expertise. 11. SPECIAL HANDLING REQUIREMENTS The Supplier agrees to furnish to Lotus sufficient warning and notice in writing (including appropriate labels on goods, containers and packing) of any hazardous material which is an ingredient or a part of any of the goods, together with such special handling instructions as may be necessary to advise carriers, Lotus, and their respective employees of how to exercise that measure of care and precaution which will best prevent bodily injury or property damage in the handling, transportation, processing, use, or disposal of the goods, containers and packing shipped to Lotus. 12. INSOLVENCY 12.1 Lotus may immediately terminate the Agreement without liability to the Supplier by giving notice to the Supplier if: 12.1.1 the Supplier makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or 12.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Supplier; or 12.1.3 the Supplier ceases, or threatens to cease, to carry on business. 13. TERMINATION FOR BREACH OF AGREEMENT 13.1 Lotus reserves the right to terminate all or any part of the Agreement, without liability to the Supplier, if: The Supplier warrants that: 10.1 all goods will conform to the specifications, drawings, samples or descriptions furnished to or by Lotus and will be of satisfactory quality, of good material and workmanship and free from defect; 10.2 it knows of Lotus intended use of the goods (as components in a motor vehicle for sale and use in various territories throughout the 13.1.1 the Supplier repudiates or breaches any of the terms of the Agreement, including breach of the Supplier s warranties; 13.1.2 following receipt of written notice from Lotus the Supplier fails to remedy any breach of the Agreement within seven (7) days; Page 2 of 5
13.1.3 the Supplier fails to perform services or deliver goods as specified by Lotus and as agreed between the parties; or 13.1.4 the Supplier fails to make progress so as to endanger timely and proper completion of services or delivery of goods and does not correct such failure or breach within ten (10) days (or such shorter period of time if commercially reasonable under the circumstances) after receipt of written notice from Lotus specifying such failure or breach. 14. TERMINATION 14.1 In addition to any other rights of Lotus to terminate the Agreement, Lotus may (subject to Clause 14.2) immediately terminate all or any part of the Agreement at any time and for any reason by giving written notice to the Supplier. 14.2 Following termination of the Agreement under Clause 14.1, the Supplier may complete the manufacture of goods which have been authorised in the most recent Delivery Schedule Report. Subject to Clauses 4.1 and 14.3, the Supplier may deliver such completed goods to Lotus and render invoices to Lotus in accordance with Clause 3. 14.3 Within sixty (60) days from the effective date of termination, the Supplier shall submit a comprehensive termination claim to Lotus with sufficient supporting data to permit Lotus audit thereof and shall thereafter promptly furnish any supplemental supporting information requested by Lotus. 14.4 Lotus will make no payments for: 14.4.1 finished goods manufactured by the Supplier in amounts in excess of those authorised in the most recent Delivery Schedule Report issued by Lotus; 14.4.2 any undelivered goods, work in progress or raw materials which are in the Supplier s standard stock or which are capable of sale to a third party or incorporation into goods manufactured for third parties. 15. TECHNICAL INFORMATION DISCLOSED TO LOTUS Subject to any applicable written secrecy agreement between the parties, the Supplier agrees not to assert any claim against Lotus with respect to Lotus use or onward disclosure of any technical information disclosed to it by the Supplier in connection with the goods or services supplied under the 16. INDEMNITY 16.1 The Supplier shall indemnify and keep Lotus indemnified from and against any and all liability, costs, claims, demands or expenses (including but not limited to reasonable legal fees and any sum which Lotus pays to any third party) which Lotus incurs as a direct or indirect consequence of a breach or negligent performance by the Supplier of the terms of the 16.2 In the event that any loss incurred by Lotus is not covered by the Supplier s insurance(s), the Supplier s liability for such loss shall be limited to: 16.2.1 75% of the forecast sales value in year 1; and 16.2.2 75% of the actual sales value in the previous year in all subsequent years. 16.3 For the avoidance of doubt, the limit on liability set out in clause 16.2 applies solely to any claims for which the Supplier s insurance(s) do not provide cover. 17. INSURANCE 17.1 The Supplier undertakes to procure and maintain at all times and at its own cost with an insurer of good financial standing and repute (and on a claims occurring basis): 17.1.1 Employers liability insurance (with cover of no less than 5,000,000) 17.1.2 Public liability insurance (including damage to property) (with cover of no less than 5,000,000); 17.1.3 Professional indemnity insurance (with cover of no less than 5,000,000; and 17.1.4 Product liability insurance (with cover of no less than 5,000,000) or such other coverage required by Lotus from time to time. 17.2 The Supplier shall, at Lotus request, provide Lotus with proof of payment of premiums, together with details of such policies of insurance. 18. REMEDIES 18.1 If the Supplier fails to comply with the terms of this Agreement, Lotus shall be entitled (whether or not the goods or services or any part thereof shall have been accepted by Lotus) to any one or more of the following remedies at its discretion: 18.1.1 the termination rights under Clause 13; 18.1.2 return the goods or any part thereof to the Supplier at the Supplier s risk and cost and thereafter Lotus shall be entitled to be repaid in full for any goods so returned; 18.1.3 give the Supplier the opportunity to replace, repair, modify or reinstate at the Supplier s expense the goods so that they comply with the terms of the Agreement and Lotus may delay payment for such defective goods until sixty (60) days following acceptance of the replacement, repaired, modified or reinstated goods; 18.1.4 refuse to accept any further deliveries or instalments of the goods or any part thereof; 18.1.5 carry out, at the Supplier s expense, such works as may be necessary to make the goods or any part thereof comply with the Agreement; 18.1.6 claim such damages as Lotus may have sustained in consequence of any breach of the 18.2 Nothing in this agreement shall limit or exclude the liability of either party for: 18.2.1 death or personal injury resulting from negligence; 18.2.2 fraud or fraudulent misrepresentation; or 18.2.3 the deliberate default or wilful misconduct of that party, its employees, agents or subcontractors. 18.3 Without prejudice to Clause 18.2 Lotus shall not be liable to the Supplier, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any loss of profit, loss of goodwill, loss of business, loss of business opportunity, loss of anticipated saving, loss or corruption of data or information or any other special, indirect or consequential damage or loss suffered by the Supplier that arises under or in connection with these terms and conditions. 18.4 The rights referred to in this Clause 18 shall be in addition to and without prejudice to any other rights Lotus has in law or equity. 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19. RECALLS 19.1 The Supplier will (at its own cost) co-operate fully with Lotus, and provide all reasonable assistance to Lotus, in the event that Lotus recalls any Lotus products which are recalled, in whole or in part, as a result of any defect in the goods or services supplied under this 19.2 The Supplier will apply an effective batch coding system to all goods supplied pursuant to the Agreement so that goods can be readily identified in the event of a product recall. 20. SET-OFF In addition to any right of set-off provided by law, all amounts due to the Supplier shall be considered net of indebtedness of the Supplier and its subsidiaries to Lotus. Lotus shall have an immediate right at any time to set-off or to recoup and withhold any amounts due from the Supplier and its subsidiaries to Lotus from any amounts due or to become due from Lotus to the Supplier. 21. ADVERTISING The Supplier shall not, without first obtaining the written consent of Lotus, in any manner advertise or publish the fact that the Supplier has contracted to furnish Lotus with the goods or services herein ordered. The supplier shall not use any trademarks or trade names of Lotus in the Supplier s advertising or promotional materials. In the event of the Supplier s breach of this provision, Lotus shall have the right to terminate forthwith the undelivered portion of any goods or services covered by the Agreement and shall not be required to make further payments except for conforming goods delivered or services rendered prior to termination. 22. COMPLIANCE WITH LAWS 22.1 The Supplier will inform Lotus when materials, components or works supplied under the Agreement are not manufactured in the European Union and in such cases will supply Lotus with documentary evidence of origin certified by the appropriate authorities. The Supplier will obtain at its own expense all licences, powers and consents (unless otherwise agreed) necessary to perform its obligations hereunder. 22.2 In performing its obligations under the agreement, the Supplier shall and shall ensure that each of its subcontractors shall comply with: 22.2.1 all applicable laws, statutes, regulations from time to time in force including but not limited to the Bribery Act 2010, and the Modern Slavery Act 2015; and 22.2.2 have and maintain throughout the term of this agreement its own policies and procedures to ensure its compliance 23. WAIVER Neither failure nor delay on the part of either party to exercise any right, remedy, power, or privilege provided for herein or by statute or at law or in equity shall operate as a waiver thereof, nor shall any waiver or any single or partial exercise of any such right, remedy, power, or privilege preclude any other or further exercise thereof, or the exercise of any other right, remedy, power, or privilege. No waiver by either party of any provision of the Agreement shall be binding unless such waiver is made expressly and expressly confirmed in writing. 24. NON-ASSIGNMENT The Supplier shall not assign the benefit or delegate the burden of its obligations under the Agreement without Lotus prior written consent. 25. RELATIONSHIP OF THE PARTIES The Supplier and Lotus are independent contracting parties and nothing in the Agreement shall make either party the agent or legal representative of the other for any purpose whatsoever, nor does it grant either party any authority to assume or to create any obligation on behalf of or in the name of the other. 26. GOVERNING LAW AND JURISDICTION 26.1 The parties shall use their best endeavours to resolve amicably all disputes arising out of, in connection with, or related to the 26.2 The Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law. The courts of England have jurisdiction to settle any dispute arising out of, in connection with or related to the Agreement, or any noncontractual obligation arising out of or in connection with the 27. SEVERABILITY In the event that any provision of the Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, the Agreement shall continue in full force and effect to the fullest extent permitted by law without said provision, and the parties shall amend the Agreement as far as legally possible to include the substance of the excluded term so that the original intent of the parties and their commercial bargain is realised 28. ENTIRE AGREEMENT The Agreement constitutes the entire agreement between the Supplier and Lotus with respect to the matter contained therein and supersedes all prior oral or written representations and agreements. 29. NOTICES 29.1 Any notice served under this Agreement must be in writing and in English (or accompanied by a properly prepared translation into English), sent to the appropriate contact as notified by each party to the other and delivered either: (i) in person; (ii) by facsimile; (iii) if you a UK address, by prepaid first class post, recorded delivery, registered post or (iv) if to a non-uk address, by reputable international courier. 29.2 A notice is deemed to be received: 29.2.1 in the case of personal delivery on delivery; 29.2.2 in the case of facsimile transmission upon transmission (provided that the sender can demonstrate receipt of an error free facsimile at the recipient s machine); 29.2.3 in the case of prepaid first class post, recorded delivery or registered post 48 (forty eight) hours from the date of posting (provided that the sender can demonstrate the envelope was correctly addressed and posted); 29.2.4 in the case of international courier, at the time recorded by the courier for delivery. 30. RISK AND PROPERTY 30.1 Risk of damage to or loss of the goods shall pass to Lotus when the goods have been physically received by Lotus. 30.2 Property in the goods shall pass to Lotus upon delivery, unless payment for the goods is made prior to delivery, when it shall pass to Lotus once payment has been made. Page 4 of 5
31. INTERPRETATION 31.1 All documents to be delivered hereunder shall be in English. 31.2 Clause headings are for convenience only and shall not affect the validity construction or interpretation of this 31.3 Words defined in the singular shall include the plural and vice versa. 31.4 A reference to a law is a reference to it as it is in force for the time being, taking account of any amendment, extension, application or reenactment and includes any subordinate legislation for the time being in force made under it. 31.5 Any obligation in this agreement on a party not to do something includes an obligation not to agree or allow that thing to be done. 31.6 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. Page 5 of 5