GENERAL TERMS AND CONDITIONS FOR

SPICER GELENKWELLENBAU
PURCHASE AND SUPPLY
1. General Provisions, Scope 2.3.2 The Supplier shall provide all documentation (e.g. verification
certificates, instructions) necessary for the contractually agreed use
1.1 Parties, Scope of Application of the Performance in a suitable form.

These General Terms of Purchase and Delivery (hereinafter "Purchase 2.4 Delivery Requests
Conditions") are applicable to all orders of goods or services (hereinafter
"Performances"), which Spicer Gelenkwellenbau GmbH or its legal Requests for delivery of the Purchaser (hereinafter Delivery
successors (hereinafter "Purchaser") places within the course of business Requests ) will, if not otherwise agreed in writing, become binding
with an entrepreneur as defined in section 14 German Civil Code (§ 14 BGB) for the Supplier, if the Supplier does not contradict within one week
or a special fund under public law (hereinafter "Supplier") by way of purchase after receipt of the Delivery Request. Delivery Request may be
contract, a contract to produce a work or any other agreement. issued by remote data transmission (e.g. telefax, email).

1.2 Scope, Version, Exclusion of other Conditions 3. Delivery

1.2.1 The Purchase Conditions apply exclusively to contracts between the 3.1. Packaging and Shipment
Supplier and the Purchaser and orders of the Purchaser, in their
respective valid version, which can be accessed at www.gwb- 3.1.1 Delivery and Shipment will be performed free of all expenses and on
essen.de, and which will be provided to the Supplier by the the Supplier s costs and risk. If not - in an individual case - agreed
Purchaser upon request. The Purchase Conditions are applicable to otherwise in writing, all deliveries shall be shipped at the respective
current business relationships between Purchaser and Supplier also lowest cost, unless Purchaser expressly stipulates a specific method
in case that the Purchase Conditions are not expressly agreed on by of shipment.
the Parties.
3.1.2 Additional costs, which are caused by an accelerated shipment,
1.2.2 General Terms and Conditions of the Supplier, which are contrary to having become necessary to comply with delivery deadlines, are
or differing from the Purchase Conditions, are inapplicable, unless borne by Supplier, unless Supplier can prove that the Purchaser is
the Purchaser has expressly and in writing consented to the liable for the necessity of the accelerated shipment.
application of such Terms and Conditions. The Purchase Conditions
shall also apply in case that Purchaser accepts a Performance 3.1.3 Road cargo has to be delivered, if not otherwise agreed in writing, to
without reservation, despite being aware of General Terms and the address specified in the Order and will be received Monday till
Conditions of the Supplier contrary to or differing from the Purchase Thursday from 7.00 a.m. to 2.30 p.m. and Friday 7.00 a.m. to 1.00
Conditions. p.m. at the Purchaser s plants at the following addresses:

2. Conclusion of contract (Offer, Order), Deviation, (i) Werk I: Westendhof 5-9, 45143 Essen
Documentation, Delivery Requests (ii) Werk II: 2. Schnieringstr. 49, 45329 Essen
(iii) Werk Dachau: Röntgenstr. 8, 85221 Dachau
2.1 Offer and Order
3.1.4 Goods shall be delivered in standard single-use packaging according
2.1.1 In a declaration of intent, made in reply to a request for quotation of to custom and industry standards. Reusable packaging will only be
the Purchaser and aimed at the conclusion of a contract (hereinafter returned by the Purchaser on the Supplier s cost and risk and only in
"Offer") the Supplier has to comply with the request for quotation case the Supplier has marked in the delivery documents that
regarding quantity and quality of the Performances and has to make packaging is provided on a loan basis. In case of a separate
a written notification in case of deviations. The Supplier has to agreement between Purchaser and Supplier on the delivery in
provide the Offer immediately and free of cost. containers of the Purchaser, the respective agreement shall be
applicable.
2.1.2 If the Purchaser issues a declaration of intent, aimed at the
conclusion of a contract (hereinafter "Order"), Purchaser is bound to 3.1.5 The Supplier is obliged to recite the Purchaser s order number on all
the Order for fourteen (14) days. shipment and delivery notes. If Supplier doesn t recite such order
number, the Supplier shall bear all costs caused thereby, including
2.1.3 If a declaration of intent of the Supplier in reply to an Order deviates delay of handling, unless Supplier can prove that Supplier is not
from the Order, the Supplier has to issue a written notification of the liable for such costs.
deviation to the Purchaser. If the Supplier doesn t issues the
notification, neither the Purchaser's silence, nor the reception of the 3.2 Dates, Quantities, Deviations, Changes, Partial Performances
goods or services by the Purchaser shall be interpreted as
acceptance. 3.2.1 The delivery deadlines and delivery dates as specified in the
respective Order are legally binding. For the compliance with the
2.2 Changes to the Subject Matter of the Contract specified delivery deadlines and delivery dates the arrival of the
Performances at the Purchaser is relevant. In case of an agreement,
2.2.1 The Purchaser may demand changes and amendments to the whereas Purchaser shall collect goods itself, the Supplier shall
Performances regarding construction and design from the Supplier provide such goods in good time in consideration of the usual
within a reasonable scope. Any increase or decrease of cost, as well duration of loading and shipment and shall notify Purchaser in
as any consequences for delivery dates are subject to a separate sufficient time.
agreement.
3.2.2 The Supplier shall immediately issue a written notice to the
2.2.2 The Supplier may not make any changes to the Performances Purchaser, if circumstances occur or become noticeable, in
without the Purchaser s prior consent. consequence of which an agreed delivery date cannot be complied
with.
2.3 Documentation
3.2.3 In case that Performances are delivered before the agreed delivery
2.3.1 All documentation and information regarding the respective date, especially in case deliveries or partial deliveries are conveyed
Performance (e.g. drafts, descriptions, weight specifications, to the Purchaser, the Purchaser is entitled to refuse such
performance features, functionality) are deemed to be regarded as Performances and as the case may be resend such
an agreement on the legal and factual nature of the Performance. Performances or put such Performances into stock at a third party at
the Supplier s cost and risk.

3.2.4 The Purchaser is entitled to refuse excess or short deliveries.

General Terms and Conditions for Purchase and Supply Spicer Gelenkwellenbau GmbH Page 1/4
 GENERAL TERMS AND CONDITIONS FOR
SPICER GELENKWELLENBAU
PURCHASE AND SUPPLY
minimum requirements for the QMS are the requirements of ISO
3.2.5 Partial Performances are only admissible upon separate written 9001 (most recent version). The Supplier will use all reasonable
agreement. efforts to establish a QMS according to ISO/TS 16949 (most recent
version).
3.2.6 Delivered goods that show deficiencies or do not comply with the
Order in any other respect, shall be collected by the Supplier at the The Supplier shall maintain a certified environmental management
Purchaser on Purchaser s own costs. The Purchaser is entitled to system according to ISO 14001 (most recent version).
have such goods conveyed to the Supplier unfree.
It is expressly recommended to Supplier to align all precautions and
3.2.7 The Purchaser is entitled to change agreed delivery dates within measures within the scope of industrial safety with OHSAS 18001
reasonable limits, if such change is necessary to ensure the (most recent version).
unimpaired operation of the Purchaser s business.
The Purchaser has the right to inspect the management systems of
3.3 Default, Cancellation, Damages the Supplier on-site within a reasonable scope (e.g. by performing
audits).
3.3.1 If performances are not provided at the agreed delivery date,
especially if deliveries or partial deliveries or samples do not arrive at 4.2.4 The Supplier has to monitor the quality of the Performances
the agreed date at the agreed place of acceptance, the Purchaser is permanently. Purchaser and Supplier (hereinafter jointly also
entitled to cancel the contract in whole or in part and demand Contractual Partners ) shall inform each other on the possibilities
damages instead of the Performance after having set a reasonable of quality improvement. Furthermore, the Supplier will within
time limit without effect notwithstanding other statutory rights. In reasonable limits cooperate with the Purchaser as well as with
case the Purchaser demands damages, the Supplier has the right to customers and/or suppliers of the Purchaser regarding value
prove that Supplier is not liable for the breach of contract. In case a analysis, value technology and other running programs on
fixed time is agreed, or the setting of an additional time line is improvement of product quality.
dispensable for other reasons by law, the Purchaser can use such
rights immediately without setting Supplier another deadline. 4.2.5 In the case that Purchaser s supplier quality manual is handed out to
the Supplier or the Supplier has received the supplier quality manual
3.3.2 In case of default of Supplier, the Purchaser is notwithstanding the by other means, especially by downloading it from Purchaser s
rights according to sec. 3.3.1 entitled to demand fixed damages for website, the Supplier shall also comply with the quality standards
default to the amount of 1 percent of the value of the delivery in and processes defined in the supplier quality manual. The respective
default for any full week of default of delivery, but limited to a most recent version of the supplier quality manual is available at
maximum of 10 percent. Exceeding statutory rights of the Purchaser http://supplier.dana.com/sdmanual/.
shall remain unaffected. The Supplier is entitled to prove to the
Purchaser that no damages or damages in a lesser amount have 4.2.6 In case the Contractual Partners have concluded a separate
accrued. In case the Purchaser can prove that greater damages agreement on Quality Management, such separate agreement shall
have accrued, Purchaser can claim damages in that higher amount prevail the foregoing sec. 4.2.3 to 4.2.5.
in addition to its rights according to sec. 3.3.2 Sentence 1.
5. Prices, Taxes and Dues
4. Examination, Notification, Quality Management, Documentation
5.1 Prices
4.1 Examination of Performances, Reproof
5.1.1 The prices specified in the respective Order are agreed as fixed
4.1.1 The Purchaser is obliged to examine the received Performances for prices and are legally binding.
possible deviations in quality or quantity within a reasonable time.
The examination is based on the Purchaser s quality criteria. The 5.1.2 The fixed prices are valid for the entire processing of the Order. The
Purchaser s obligation of examination shall be deemed fulfilled, if the Supplier shall not without Purchaser s explicit written approval make
Purchaser performs the examination by way of significant spot tests. changes to the prices or charge additional fees or surcharges.

4.1.2 The Purchaser shall issue a notice to Supplier of obvious defects in 5.1.3 Unless otherwise agreed in writing, the agreed price includes
good time, so that the notification will arrive at Supplier within 5 delivery free domicile of the performance including packaging.
working days. In case of purchase according to specimen, the Except the cases of sec. 3.1.4 the Purchaser is only then obliged to
Purchaser has no obligation to make notification to Supplier, if the return packaging, if an explicit written agreement has been
delivery deviates from specimen. Purchaser shall issue notification of concluded.
all other defects, as soon as such defects are detected within the
normal course of business. Within the scope of the foregoing sec. 5.2 Taxes and Dues
4.1.2 sentence 1 to 3, the Supplier waives the objection of delayed
notification of defects. The prices specified in the Orders are net prices and, therefore, do not
contain V.A.T.. Taxes and dues accrued have to be specified separately by
4.2. Quality Management, Documentation Supplier.

4.2.1 The Supplier has to comply with the established rules of technology 6. Invoices, Payment Conditions
and science, legal provisions, regulations, security provisions,
general security standards and agreed technical data, as applicable 6.1 Invoices
at the time of delivery.
The Purchaser is only obliged to accept invoices of the Supplier, if the order
4.2.2 Purchaser is only obliged to accept hazardous materials, if Supplier number, which is specified in the respective Order, is specified in the invoice.
provides a security data sheet, which complies with the applicable The Supplier has to account for delays and other consequences in case of
legal provisions and regulations (e.g. the Regulation on non-compliance with such specifications of the invoices, if Supplier does not
transportation of hazardous materials by road, railway and inland prove that it is not liable for such delays or consequences.
waterway transportation - Gefahrgutverordnung Straße, Eisenbahn
und Binnenschifffahrt GGVSEB; Recycling Management and Waste 6.2 Payment Conditions
Act - Kreislaufwirtschafts- und Abfallgesetz) at the time of delivery.
6.2.1 Purchaser shall, unless otherwise agreed in writing, pay the agreed
4.2.3 The Supplier has to establish, improve and verify a Quality purchase price
Management System (QMS) according to the established rules. The

General Terms and Conditions for Purchase and Supply Spicer Gelenkwellenbau GmbH Page 2/4
 GENERAL TERMS AND CONDITIONS FOR
SPICER GELENKWELLENBAU
PURCHASE AND SUPPLY
(i) within 14 days, calculated from delivery and receipt of an sec. 830, 840, 426 German Civil Code (BGB)), which arise out of or in
verifiable invoice in due form with a cash discount of 3 connection with a recall process performed by the Purchaser or a customer
percent or of the Purchaser (e.g. a vehicle manufacturer). The Purchaser will keep the
Supplier informed on the subject matter and volume of any recall process
(ii) within 30 days after Delivery and receipt of invoice without according to its capacities and within reasonable limits and will receive the
deduction. Supplier s statements. The Purchaser s statutory rights shall remain
unaffected.
6.2.2 In case of an agreement on a credit note process or a consignment
warehouse, the conditions of such agreement shall prevail. 10. Industrial Property Rights
Deliveries, which are performed before the agreed delivery time,
shall be deemed as received on the agreed delivery time. 10.1 Industrial Property Rights of the Purchaser

6.2.3 The Purchaser shall have the right of retention and the right to set-off The Purchaser neither transfers nor licenses any patents, trademarks,
as provided by law. copyrights or other industrial property rights or trade secrets to Supplier
along with figures, drawings, models, molds, calculations and other
7. Warranty, Warranty period documents and/or information, which the Purchaser makes available to the
Supplier, to the exclusion of the right to use the respective right solely for the
7.1 Warranty Claims purpose of providing the Performances.

7.1.1 The Purchaser s statutory warranty claims, including the right to 10.2 Industrial Property Rights of Third Parties
terminate an agreement and damage claims are not restricted.
10.2.1 The Supplier warrants that the Performances and the contractual use
7.1.2 Especially, in case of defect the Purchaser is entitled to demand thereof will not breach any industrial property rights or applications
within its sole discretion remedy of the defect or replacement for industrial property rights of third parties.
delivery, irrespective of the nature of the contract to be classified as
a purchase agreement or an agreement for work with fixed 10.2.2 The Supplier will indemnify the Purchaser immediately upon first
deliverables, unless the Supplier proves that the chosen kind of request in case the Purchaser is made liable by a third party for the
replacement fulfillment of the contract would cause unreasonable breach of any industrial property right or application for industrial
costs for the Supplier. The Purchaser explicitly reserves the right to property rights regarding Supplier s liability according to sec. 10.2.1.
claim damages, especially damages instead of fulfillment.
10.2.3 The Supplier s obligation of indemnification comprises all necessary
7.2 Fulfillment of contract by way of substitution expenses, which arise for the Purchaser in connection with the
claims of the third party.
Subject to agreement with the Supplier, the Purchaser may perform the
remedy of defects by itself or through a third party. This also applies to 10.2.4 Without the Supplier s prior approval, which, however, may not be
defective deliverables in case of a contract on work with fixed deliverables, if withheld or delayed without reason, the Purchaser may not accept
the Supplier has not complied with its obligation to provide remedy for the the demands of the third party or conclude a settlement.
defect within a reasonable deadline set by the Purchaser. In case of
imminent danger the Purchaser is entitled to perform the remedy of defects 10.2.5 The Purchaser s claims according to this warranty shall be time-
by itself or through a third party without prior agreement with the Supplier. barred after 36 months, beginning with the passing of the risk.

7.3 Warranty Period 10.2.6 The Contractual Partners will keep each other informed on all risks of
breach of rights or alleged cases of breach of right, which become
The warranty period shall be 36 months beginning with the passing of the noticeable.
risk, unless the compulsive stipulations of sec. 478, 479 (German Civil Code,
BGB) are applicable. 11. Property

8. Product liability, Indemnity, Insurance 11.1 Property of Purchaser, Providing, processing, conversion,
mixing
8.1 Indemnity
11.1.1 The Purchaser reserves all property rights and copyrights to
In case of defect of product, the Supplier shall indemnify the Purchaser Purchaser s figures, drawings, models, molds, calculations and other
immediately on Purchaser s demand in so far as the cause of the defect has documents and information. All of the aforementioned documents
been established in Purchaser s domain or within the range of Purchaser s and information may be used by the Supplier exclusively for
organization and Purchaser would be liable vis-à-vis a third party. To any providing the Performances according to the Order of the Purchaser.
compensation of damages between Purchaser and Supplier the principles of Such documents and information have to be returned to Purchaser
sec. 254 German Civil Code (BGB) shall apply mutatis mutandis. unsolicited upon execution of the contract.

8.2 Insurance 11.1.2 The Purchaser shall remain the sole owner of all materials provided
to the Supplier. Processing or conversion of such materials by the
The Supplier shall maintain a product liability insurance providing an amount Supplier shall be deemed as performed for the Purchaser. In case
of coverage of at least a fixed-sum of EUR 5 m. per liability case (personal any object of the Purchaser is processed together with materials
damage/material damage). Exceeding damage claims of the Purchaser shall owned by a third party, the Purchaser will acquire joint property
remain unaffected by the existence of insurance coverage. concerning the new object pro rata according to the relationship of
the value of Purchaser s object (purchase price plus VAT) to the
8.3 Notification value of the other processed materials at the time of processing.

In case the Supplier becomes aware of accidents or other incidents of 11.1.3 In case any object owned by the Purchaser is mixed with materials
relevance for the product security of delivered goods, Supplier has to notify owned by a third party, the Purchaser will acquire joint property
the Purchaser immediately and to provide all documents at its disposal. concerning the new object pro rata according to the relationship of
the value of the object owned by the Purchaser (purchase price plus
9. Recalls, Reimbursement of Expenses VAT) to the value of the other mixed materials at the time of mixing.
Is the mixing performed in such a way that the Supplier s object shall
Within the scope of its liability according to sec. 8.1 the Supplier shall be regarded as main object, it is deemed as agreed that the Supplier
reimburse Purchaser possible damages (e.g. according to sec. 683, 670 or

General Terms and Conditions for Purchase and Supply Spicer Gelenkwellenbau GmbH Page 3/4
 GENERAL TERMS AND CONDITIONS FOR
SPICER GELENKWELLENBAU
PURCHASE AND SUPPLY
shall grant joint property in proportion. The Supplier will keep the sole 12.2 Continuing Confidentiality
property or joint property for the Purchaser.
The obligation of confidentiality shall remain in force after complete fulfillment
11.2 Tooling of the contractual relationship. It shall expire if and to the extent that
confidential information has become known to the public without breach of
11.2.1 The Purchaser reserves all rights, especially its property rights, the obligation of confidentiality by the Supplier, latest for a period of five
concerning all tools, molds and other manufacturing equipment, years after the conveyance of the last confidential information and complete
which Purchaser provides to Supplier in connection with the fulfillment of the contractual relationship.
execution of the contract. Such tools, molds and other manufacturing
equipment may only be used for manufacturing based on the Order 13. Miscellaneous
of Purchaser. They are kept by the Supplier for the Purchaser and
shall be returned to the Purchaser upon fulfillment of the contract. 13.1 Place of Performance

11.2.2 Tools, molds and other manufacturing equipment, which the Supplier If not otherwise defined in the Order, the place of performance (Erfüllungsort)
fabricates itself in performing an Order and which are paid by the is Essen.
Purchaser, will pass into the Purchaser s property upon fabrication.
In case the costs for such tooling are only charged in proportion, the 13.2 Applicable Law
Purchaser will only acquire proportional joint property; the Purchaser
may claim transfer of full property in exchange for payment of the The contract and all non-contractual claims and rights in connection with the
remaining costs anytime. The tools, molds and other manufacturing contract shall be subject to the laws of the Federal Republic of Germany to
equipment shall be kept safe for the Purchaser and may only be the exclusion of the United Nations Convention on the International Sale of
used for performing the Order of the Purchaser. Tools, molds and Goods (CISG) and the provisions on conflict of law.
other manufacturing equipment which are property of the Purchaser
shall be returned to Purchaser immediately upon early termination of 13.3 Place of Jurisdiction
the contract or after fulfillment of the contract upon Purchaser s
request; in case the Purchaser has only acquired joint property For all contractual and non-contractual disputes in connection with the
concerning the tools, molds and other manufacturing equipment, this contract, the competent courts for Essen shall have exclusive jurisdiction.
shall only apply in case the Purchaser acquires sole property in This shall also apply in case that the Supplier has no statuary residence or
exchange for payment of the remaining costs. place of effective management within the Federal Republic of Germany.

11.2.3 The Supplier shall maintain adequate insurance against damages 13.4 Language version
through fire, water and theft for the tools, molds and other
manufacturing equipment mentioned above under sec. 11.2.1 and These Purchase Conditions are issued in German and English language. In
11.2.2. The Supplier herewith assigns all claims arising out of such case of deviations between the different language versions, the German
insurance to Purchaser. Purchaser accepts the assignment. Supplier version shall prevail.
shall perform all service, inspections and maintenance as well as
reinstatement work in due time on its own costs. Supplier shall notify
Purchaser immediately of damages and breakdowns.

11.2.4 In case Purchaser and Supplier have entered into a separate written Date 06/12
agreement on the keeping of tooling, the provisions of such
agreement shall prevail. In this case, these Purchase Conditions
shall apply ancillary.

11.3 Retention of Title of the Supplier

11.3.1 The Supplier shall keep the property concerning the delivered goods
until full payment by Purchaser.

11.3.2 Any extended or overall retention of title (verlängerter oder

12. Confidentiality

12.1 Confidential Information

12.1.1 The Supplier shall treat all business and technical details and
secrets, which are not obvious and which come to Supplier s
knowledge in connection with an Order or the execution of the
contract, as well as all figures, drawings, models, molds, calculations
and other documents and information the Purchaser may make
available to the Supplier, strictly confidential. Confidential information
may only be passed on, exposed or made available to third parties, if
and to the extent that Purchaser has approved beforehand in writing.

12.1.2 The Supplier may only store ore copy confidential information in the
extent that is necessary for the proper execution of contract.

12.1.3 The Supplier shall return all confidential information to the Purchaser
upon the fulfillment of the contract or destroy such confidential
information upon Purchaser s request and provide evidence for such
destruction.

General Terms and Conditions for Purchase and Supply Spicer Gelenkwellenbau GmbH Page 4/4