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      General Conditions of Purchase for Continental AG and for ContiTech AG and their affiliated companies (Europe North East and South East)

      1. Purchase orders and agreements are binding
      only if they are issued or confirmed in writing by our
      purchasing department. Purchase orders and/or
      calls for delivery shall be deemed accepted unless
      the supplier objects in writing within three business
      days from the date of order receipt. Delivery
      schedules may also be arranged via
      telecommunication. Services rendered without a
      written purchase order do not put us under any
      obligation, and no payment will be made even if
      services are rendered on request of our employees.
      These General Conditions of Purchase apply to all
      purchase orders, even to those which do not
      involve a sales contract.
      These General Conditions of Purchase become
      an integral part of the contract once a purchase
      order is accepted. Any conditions of sale enclosed
      with the supplier's offer or the supplier's
      confirmation of an order do not apply even if we
      do not expressly object to them. Payments or
      acceptance of services by us do not mean any
      acknowledgement of any sales or delivery
      conditions of the supplier. All other conditions apply
      only if and insofar as they are expressly confirmed
      by us in writing.

      2. Unless otherwise agreed, prices are fixed.
      Unilateral price changes are not permitted.

      3. The supplier shall be obliged to permanently
      keep, without additional compensation, an
      appropriate stock on hand exceeding the quantity
      currently to be delivered. The agreed dates of
      delivery are binding, except in case of force
      majeure. Should the supplier delay with its
      contractual delivery or service, we are entitled to
      assert all legally permissible claims arising from
      such delay. We must be notified immediately of any
      delays in delivery foreseeable for the supplier.

      4. During the manufacture of ordered items and
      prior to their dispatch, we have the right to examine
      materials, manufacturing processes and other
      operations being a part in the completion of the
      performance. Should the examination not be
      permitted without important cause, we are entitled
      to withdraw from the contract without the supplier
      having the right to claim compensation or
      payment for services incurred up to that time. The
      same applies if, in the course of an inspection,
      defects or deviations from the contractual
      agreements become obvious. Instead of
      withdrawing we are also entitled to demand
      immediate performance. At any time we may
      further require a report on the items we have
      ordered, in particular concerning the stage of their
      production. In the event that we do not make use
      of our rights within the scope of this section, such
      failure cannot be held against us.

      5. Delivery items shall comply with the material
      specifications stipulated by us and shall be in
      compliance with the applicable legal
      requirements. Hazardous materials are to be
      packed and marked in compliance with the
      applicable laws and regulations as amended from
      time to time; they are to be accompanied by the
      corresponding latest version of the material safety
      data sheets. Dangerous goods are also to be
      packed, marked and transported in compliance
      with the applicable laws and regulations of the
      respective countries (including transit countries)
      as amended from time to time. Either the
      dangerous goods classification or, where
      appropriate, the phrase "not dangerous goods"
      are to appear on the delivery note. The delivery
      or service is to be executed in full compliance with
      the statutory and official regulations in force at the
      time of execution and in particular with the
      relevant EU regulations, with laws based on EU
      directives, the law governing the safety standard
      of technical equipment and accident prevention,
      and other occupational safety and health
      directives. Care is to be taken that general rules
      on safety and industrial medicine are also
      adhered to. Unless otherwise agreed, the CE
      symbol must be affixed to items in a clearly visible
      position. The declaration of conformity and the
      hazard analysis must accompany all items.
      Packaging materials are to be reusable or
      recyclable. They are to be without CFC’s, to be
      chlorine-free, chemically inactive, groundwaterneutral
      and nontoxic when incinerated. Packaging
      materials are to be marked with recognized
      recycling symbols such as RESY or with material
      symbols such as PE. The supplier is obligated to
      remove its waste packaging materials etc. on its
      own responsibility and free of charge for us. In the
      event that the supplier fails to comply with this
      obligation we will carry out the disposal at the
      supplier's expense without further grace period.

      6. Regarding its deliveries, each supplier shall
      comply with a quality assurance agreement concluded with us. Supplier is requested to support us in the compliance with the Corporate Continental Environment, Safety, Security and Health-Policy 

      as well as the Quality and Environment Policy of ContiTech AG and local policies of Continental related to environmental, safety, security, health protection and quality topics.
      Unless otherwise agreed with a supplier in respect of initial sampling, attention is drawn to the current edition of the publication issued by the VDA (Association of the German Automotive Industry based in Frankfurt am Main) on safeguarding the quality of deliveries in the automotive industry, supplier rating and initial sampling. The supplier shall constantly monitor the quality of the items it delivers.
      In the event that the type and scope of testing, the measuring and test equipment, and the methods are not agreed upon between a supplier and us, we may, on its request, put at the disposal of this supplier our experience and expertise in discussions on test procedures, with a view to determining the test facilities required. In addition, we will advise the supplier on request about applicable safety regulations.
      Furthermore, the supplier shall comply with the current edition of the VDA publication on drawing up documentation for parts requiring documentation at automotive manufacturers and their suppliers, in particular keeping specific records on when, in what way and by whom the delivered items were tested and what results were obtained for the specified quality tests. The test documentation is to be retained for ten years and to be submitted to us on request. The supplier shall obligate subcontractors to the same extent insofar as this is legally permissible.
      The contracting parties shall notify each other on feasible ways of improving quality.
      Insofar as public authorities – responsible for automotive safety, exhaust-emission regulations or similar matters – need to inspect production processes or our test documentation to verify compliance with certain requirements, the supplier express its willingness, on our request, to grant such authorities the same rights at their facilities and to give competent authorities all reasonable support.

      7. Any work carried out in our facilities shall meet all applicable local safety regulations (statutory and contractual).

      8. The supplier warrants that its delivery is not subject to the rights of any third party and that the delivery of the items and their utilization according to the contract, do not infringe patents or other protective rights of third parties in Germany or in any other country.
      Our claims from warranty of title become statute- barred after three years, calculated from the time of our becoming aware of or, due to gross negligence, our failure to become aware of the underlying breach of duty.

      9. Shipping documents and invoices are to clearly show our purchase order number and/or call-off order number, the supplier's number, material number, the place of delivery and the quantity of material. Each trading unit of the delivery must be marked with our material number and the trade name of the supplier. In the event that the supplier fails to comply with this we reserve the right to charge the supplier any costs arising from subsequently marking any unmarked units.
      Transport insurance premiums will not be reimbursed as we are self-insurers.

      10. Unless otherwise agreed, our payments will be made with a deduction of 3% cash discount on the first Continental pay date (i.e. mid-month, month-end or beginning of the following month) falling two weeks after the goods and invoice have been received by us.
      Invoices have to be issued in duplicate containing the purchase order number (in case of call-off orders the call-off number must also be listed) and the supplier's number. In case the goods arrive after the invoice or the invoice is incomplete, the cash discount period commences at the time when both the goods and the correct invoice have been received.

      11. We are entitled to set off the supplier's claims against claims of companies belonging to our corporation, in compliance with their respective value date.

      12. The supplier is not entitled to assign or transfer its claims against us to third parties or to demand its claims through third parties without our prior written consent which shall not be unreasonably withheld. In the event of extended reservation of title consent is deemed to be granted.

      13. The supplier is aware of the particular purpose the agreed upon performance is aimed at. The supplier is liable for material defects that impair the suitability of the performance for the intended purpose. Unless otherwise agreed, first-class materials and workmanship are deemed to be agreed.

      14. Unless otherwise agreed or unless otherwise specified in these Conditions, a warranty including liability for any lack of conformity is subject to the provisions of the applicable law. The objection of delayed notice of defects and of unconditional acceptance is excluded. In cases of emergency or of a not immediate fulfillment of the supplier's warranty obligations, we are at the supplier's expense entitled to replace or repair defective parts and to remedy any damage. In case of replacement deliveries or repaired items the new period of warranty for the respective items is deemed to begin from the time of such delivery or repair.
      Should we be held liable for infringing official safety regulations or for any other legal reasons under applicable law, we are entitled, considering the principle of loyalty and good faith, to claim reimbursement of the damages we suffered from a supplier on the basis of those provisions applied against us (liability clauses) insofar as the supplier’s deliveries or its conduct were defective and gave rise to the damage, that is unless the supplier can prove that the damage was inevitable and unforeseeable. In cases in which recourse against us is to be expected we are prepared to inform the supplier concerned about the claims asserted against us and about the measures taken by us.
      Unless a longer period is agreed upon or applicable by law, we may assert our claims based on this clause 14 within two years after our acceptance of delivery. In case the delivered goods are used by us for the production of parts which will be sold to a first tier supplier, a period of 36 months from sale of the finished product by the first tier supplier shall apply, but not more than 42 months after delivery.
      If the end customer returns goods manufactured and/or sold by us due to the defectiveness of the supplied product or provided service on the part of the supplier or if the purchase price demanded by us is reduced as a result of this, respectively if we are faced with other claims on the basis of defects as a result of this, we are entitled to take recourse against the supplier without setting any deadline.
      Acknowledgements of the receipt of delivered items, and acceptances or approvals of drawings submitted to us are not deemed to contain a waiver regarding our warranty claims or other rights with respect to defective deliveries and/or services.
      In addition to these General Conditions of Purchase the “Special Terms of Continental Aktiengesellschaft and its subsidiaries” apply for specific parts or materials if agreed upon in an additional document.

      15. Our purchase order and all commercial and technical details in this context are to be kept secret by the supplier. A supplier may refer to its business relationship with us only after we have given our consent to this in writing.

      16. Place of performance for deliveries and services is the place of delivery specified by us, otherwise and for all other obligations of both parties it is the seat of our entity which placed this order.
      In addition to these General Conditions of Purchase the law of the country applies where our entity concluding this contract (placing this order) is seated. The United Nations Convention on Contracts for the International Sale of Goods, dated April 11, 1980 shall be excluded. Invalidity of any provision herein contained shall not affect the validity of the remaining provisions.
      Place of jurisdiction is the competent court in the circuit of which our entity concluding this contract (placing this order) is seated. We reserve the right to lodge a claim at the courts which have jurisdiction for the headquarters of the supplier's company or at those courts where we are held liable by third parties on the basis of circumstances in connection with the supplier's deliveries, services or other obligations.

      17. In the event that parts made of rubber or plastics – also in combination with other materials – are to be integrated in the items delivered, products of our corporation are to be given preference.