Common use of Customer Requirements Clause in Contracts

Customer Requirements. (a) Where the Goods or Services under this Order are or will be sold, or incorporated into goods or services that are or will be sold, by Buyer to an original equipment manufacturer of vehicles, whether directly or indirectly through an upper tier supplier, or any other third party customer (collectively, the “Customer” or “OEM Customer”), Seller shall take such steps, provide such disclosure, comply with such requirements and do all other things as Buyer deems necessary or desirable and within Seller’s control to enable Buyer to meet Buyer’s obligations under the terms and conditions of any contract or purchase order or other document (the “Customer Terms”) that may be applicable to Buyer from time to time in respect of its direct or indirect supply of such goods or services to the Customer, including: delivery, packaging and labeling requirements; warranties and warranty periods; intellectual property rights and indemnification; confidentiality; access to facilities and records; and replacement and service parts. Buyer may, from time to time, in its sole discretion, provide Seller with information regarding the applicable Customer Terms, but, in any event, Seller shall be responsible for ascertaining the Customer Terms that may affect Seller’s obligations hereunder and hereby agrees to be bound to such Customer Terms. (b) If there is any conflict between the provisions of the Customer Terms and any provisions of this Order, Buyer shall have the right to have the provisions of the Customer Terms prevail to the extent necessary or desirable to resolve such conflict. (c) In the event that the Customer directly suffers an Insolvency Event as the phrase is defined in paragraph 26 and, in the course of any proceedings relating to such Insolvency Event and in connection with actual or threatened termination by the Customer of its contract(s) with Buyer (by rejection or otherwise), Buyer permits a reduction in the prices paid to Seller for products incorporating the Goods and/or the Services, then the prices paid to Seller for the Goods and/or the Services from and after the date of such reduction will be automatically adjusted proportionally by the same percentage as the price paid to Buyer by the Customer, and this Order will otherwise remain in effect without modification. (d) In the event Customer fails to pay Buyer for products incorporating the Goods and/or Services supplied by Seller, Buyer reserves the right to assign Seller the right to collect such amounts from Customer, in whole or in part, and Seller agrees to accept such assignment as payment for any invoices due from Buyer to Seller on a dollar for dollar basis. (e) In addition to any other rights or remedies provided for in this Order, if the Customer directed, recommended or requested that Seller be the source from whom Buyer is to obtain the Goods and/or the Services: (i) Buyer will pay Seller for the Goods and/or Services only after and to the extent of, and in proportion to, Buyer’s actual receipt of payment from the Customer for those goods into which the Goods and/or the Services are incorporated; (ii) any lengthening of the Customer’s payment terms to Buyer for those goods into which the Goods and/or Services are incorporated will automatically lengthen the payment terms as between Buyer and Seller by the same amount of time; and (iii) within three (3) business days of any change in price, specifications or other terms negotiated or proposed between Seller and the Customer, Seller shall notify Buyer in writing and immediately adjust its invoices to reflect any price reduction, provided that no change will be binding on Buyer without Buyer’s specific written consent.

Customer Requirements. (a) Where the Goods or Services under this Order are or will be sold, or incorporated into goods or services that are or will be sold, by Buyer to an original equipment manufacturer of vehicles, whether directly or indirectly through an upper tier supplier, or any other third party customer (collectively, the “Customer” or “OEM Customer”), Seller shall take such steps, provide such disclosure, comply with such requirements and do all other things as Buyer deems necessary or desirable and within Seller’s control to enable Buyer to meet Buyer’s obligations under the terms and conditions of any contract or purchase order or other document (the “Customer Terms”) that may be applicable to Buyer from time to time in respect of its direct or indirect supply of such goods or services to the Customer, including: delivery, packaging and labeling labelling requirements; warranties and warranty periods; intellectual property rights and indemnification; confidentiality; access to facilities and records; and replacement and service parts. Buyer may, from time to time, in its sole discretion, provide Seller with information regarding the applicable Customer Terms, but, in any event, Seller shall be responsible for ascertaining the Customer Terms that may affect Seller’s obligations hereunder and hereby agrees to be bound to such Customer Terms. (b) “Customer Directed Sources” also known as Directed Suppliers are any specific source that are selected by the customer or OEM, in which the Buyer is required to purchase from a specific sub- supplier, certain raw materials, parts or components for integration into the product that the Buyer sells to the customer or OEM. In this arrangement, Buyer is only an integrator of the goods and products referenced in the purchase order which are supplied by Seller and accordingly, Buyer will manage its supply chain. It is understood and agreed that a Seller that is a directed supplier to the OEM shall have direct dealings with the OEM, and shall be responsible for all other commercial issues, including, but not limited to, pricing disputes, collection risks, warranty charges, product liability claims, intellectual property matters, production interruptions, and any and all associated expenses. Buyer shall not be responsible for and will be fully indemnified by Seller as to these matters to the fullest extent permitted by law. Any debits or surcharges claimed by the OEM that are passed through to Buyer relating to the Seller shall be the sole responsibility of the Seller. Seller shall keep Buyer fully apprised at all times of all agreements or disputes between Seller and the OEM, with respect to the project or program at issue. Also, it is understood and agreed that Buyer shall not be responsible to Seller for any agreement Seller enters into with OEM, without Buyer’s prior written consent and approval. (c) If there is any conflict between the provisions of the Customer Terms and any provisions of this Order, Buyer shall have the right to have the provisions of the Customer Terms prevail to the extent necessary or desirable to resolve such conflict. (cd) In the event that the Customer directly suffers an Insolvency Event as the phrase is defined in paragraph 26 and, in the course of any proceedings relating to such Insolvency Event and in connection with actual or threatened termination by the Customer of its contract(s) with Buyer (by rejection or otherwise), Buyer permits a reduction in the prices paid to Seller for products incorporating the Goods and/or the Services, then the prices paid to Seller for the Goods and/or the Services from and after the date of such reduction will be automatically adjusted proportionally by the same percentage as the price paid to Buyer by the Customer, and this Order will otherwise remain in effect without modification. (de) In the event Customer fails to pay Buyer for products incorporating the Goods and/or Services supplied by Seller, Buyer reserves the right to assign Seller the right to collect such amounts from Customer, in whole or in part, and Seller agrees to accept such assignment as payment for any invoices due from Buyer to Seller on a dollar for dollar basis. (ef) In addition to any other rights or remedies provided for in this Order, if the Customer directed, recommended or requested that Seller be the source from whom Buyer is to obtain the Goods and/or the Services: (i) Buyer will pay Seller for the Goods and/or Services only after and to the extent of, and in proportion to, Buyer’s actual receipt of payment from the Customer for those goods into which the Goods and/or the Services are incorporated; (ii) any lengthening of the Customer’s payment terms to Buyer for those goods into which the Goods and/or Services are incorporated will automatically lengthen the payment terms as between Buyer and Seller by the same amount of time; and (iii) within three (3) business days of any change in price, specifications or other terms negotiated or proposed between Seller and the Customer, Seller shall notify Buyer in writing and immediately adjust its invoices to reflect any price reduction, provided that no change will be binding on Buyer without Buyer’s specific written consent.

Customer Requirements. (a) Where the Goods or Services under this the Order are or will be sold, or incorporated into goods or services that are or will be sold, by Buyer FFT to an original equipment manufacturer of vehicles, whether directly or indirectly through an upper tier supplier, or any other third party customer (collectively, the “Customer” or “OEM Customer”), Seller shall take such steps, provide such disclosure, comply with such requirements and do all other things as Buyer FFT deems necessary or desirable and within Seller’s control to enable Buyer FFT to meet BuyerFFT’s obligations under the terms and conditions of any contract or purchase order or other document (the “Customer Terms”) that may be applicable to Buyer FFT from time to time in respect of its direct or indirect supply of such goods or services to the Customer, including: delivery, packaging and labeling requirements; warranties and warranty periods; intellectual property rights and indemnification; confidentiality; access to facilities and records; and replacement and service parts. Buyer FFT may, from time to time, in its sole discretion, provide Seller with information regarding the applicable Customer Terms, but, in any event, Seller shall be responsible for ascertaining the Customer Terms that may affect Seller’s obligations hereunder and hereby agrees to be bound to such Customer Terms. (b) If there is any conflict between the provisions of the Customer Terms and any provisions of this the Order, Buyer FFT shall have the right to have the provisions of the Customer Terms prevail to the extent necessary or desirable to resolve such conflict. (c) In the event that the Customer directly suffers an Insolvency Event (as the phrase such term is defined in paragraph 26 subparagraph 25(a)) and, in the course of any proceedings relating to such Insolvency Event and in connection with actual or threatened termination by the Customer of its contract(s) with Buyer FFT (by rejection or otherwise), Buyer FFT permits a reduction in the prices paid to Seller FFT for products incorporating the Goods and/or the Services, then the prices paid to Seller for the Goods and/or the Services from and after the date of such reduction will be automatically adjusted proportionally by the same percentage as the price paid to Buyer FFT by the Customer, and this the Order will otherwise remain in effect without modification. (d) In the event Customer fails to pay Buyer FFT for products incorporating the Goods and/or Services supplied by Seller, Buyer FFT reserves the right to assign Seller the right to collect such amounts from the Customer, in whole or in part, and Seller agrees to accept such assignment as payment for any invoices due from Buyer FFT to Seller on a dollar for dollar basis. (e) In addition to any other rights or remedies provided for in this the Order, if the Customer directed, recommended or requested that Seller be the source from whom Buyer FFT is to obtain the Goods and/or the Services: (i) Buyer FFT will pay Seller for the Goods and/or Services only after and to the extent of, and in proportion to, BuyerFFT’s actual receipt of payment from the Customer for those goods into which the Goods and/or the Services are incorporated; (ii) any lengthening of the Customer’s payment terms to Buyer FFT for those goods into which the Goods and/or Services are incorporated will automatically lengthen the payment terms as between Buyer FFT and Seller by the same amount of time; and (iii) within three (3) business days of any change in price, specifications or other terms negotiated or proposed between Seller and the Customer, Seller shall notify Buyer FFT in writing and immediately adjust its invoices to reflect any price reduction, provided that no change will be binding on Buyer FFT without BuyerFFT’s specific written consent.

Customer Requirements. (a) Where the Goods or Services under this Order are or will be sold, or incorporated into goods or services that are or will be sold, by Buyer to an original equipment manufacturer of vehicles, whether directly or indirectly through an upper tier supplier, or any other third party customer (collectively, the “Customer” or “OEM Customer”), Seller shall take such steps, provide such disclosure, comply with such requirements and do all other things as Buyer deems necessary or desirable and within Seller’s control to enable Buyer to meet Buyer’s obligations under the terms and conditions of any contract or purchase order or other document (the “Customer Terms”) that may be applicable to Buyer from time to time in respect of its direct or indirect supply of such goods or services to the Customer, including: delivery, packaging and labeling labelling requirements; warranties and warranty periods; intellectual property rights and indemnification; confidentiality; access to facilities and records; and replacement and service parts. Buyer may, from time to time, in its sole discretion, provide Seller with information regarding the applicable Customer Terms, but, in any event, Seller shall be responsible for ascertaining the Customer Terms that may affect Seller’s obligations hereunder and hereby agrees to be bound to such Customer Terms. (b) If there is any conflict between the provisions of the Customer Terms and any provisions of this Order, Buyer shall have the right to have the provisions of the Customer Terms prevail to the extent necessary or desirable to resolve such conflict. (c) In the event that the Customer directly suffers an Insolvency Event or liquidation as the phrase is defined in paragraph 26 and, in the course of any proceedings relating to such Insolvency Event and and/or in connection with actual or threatened termination by the Customer of its contract(s) with Buyer (by rejection or otherwise), Buyer permits a reduction in the prices paid to Seller for products incorporating the Goods and/or the Services, then the prices paid to Seller for the Goods and/or the Services from and after the date of such reduction will be automatically adjusted proportionally by the same percentage as the price paid to Buyer by the Customer, and this Order will otherwise remain in effect without modification. (d) In the event Customer fails to pay Buyer for products incorporating the Goods and/or Services supplied by Seller, Buyer reserves the right either (i) to assign Seller the right to collect such amounts from Customer, in whole or in part, and Seller agrees to accept such assignment as payment for any invoices due from Buyer to Seller on a dollar for dollar basisbasis or (ii) not pay any amount to Seller till the time Customer pay to Buyer.. And in such an event, Buyer shall not be responsible to pay any amount to the Seller. (e) In addition to any other rights or remedies provided for in this Order, if the Customer directed, recommended or requested that Seller be the source from whom Buyer is to obtain the Goods and/or the Services: (i) Buyer will pay Seller for the Goods and/or Services only after and to the extent of, and in proportion to, Buyer’s actual receipt of payment from the Customer for those goods into which the Goods and/or the Services are incorporated; (ii) any lengthening of the Customer’s payment terms to Buyer for those goods into which the Goods and/or Services are incorporated will automatically lengthen the payment terms as between Buyer and Seller by the same amount of time; and (iii) within three (3) business days of any change in price, specifications or other terms negotiated or proposed between Seller and the Customer, Seller shall notify Buyer in writing and immediately adjust its invoices to reflect any price reduction, provided that no change will be binding on Buyer without Buyer’s specific written consent.

Customer Requirements. (a) Where the Goods or Services under this Order are or will be sold, or incorporated into goods or services that are or will be sold, by Buyer to an original equipment manufacturer of vehiclesmanufacturer, whether directly or indirectly through an upper tier supplier, or any other third party customer (collectively, the “Customer” or “OEM Customer”), Seller shall take such steps, provide such disclosure, comply with such requirements and do all other things as Buyer deems necessary or desirable and within Seller’s control to enable Buyer to meet Buyer’s obligations under the terms and conditions of any contract or purchase order or other document (the “Customer Terms”) that may be applicable to Buyer from time to time in respect of its direct or indirect supply of such goods or services to the Customer, including: delivery, packaging and labeling requirements; warranties and warranty periods; intellectual property rights and indemnification; confidentiality; access to facilities and records; and replacement and service parts. Buyer may, from time to time, in its sole discretion, provide Seller with information regarding the applicable Customer Terms, but, in any event, Seller shall be responsible for ascertaining the Customer Terms that may affect Seller’s obligations hereunder and hereby agrees to be bound to such Customer Terms. (b) If there is any conflict between the provisions of the Customer Terms and any provisions of this Order, Buyer shall have the right to have the provisions of the Customer Terms prevail to the extent necessary or desirable to resolve such conflict. (c) In the event that the Customer directly suffers an Insolvency Event (as the phrase such term is defined in paragraph 26 subparagraph 26(a)) and, in the course of any proceedings relating to such Insolvency Event and in connection with actual or threatened termination by the Customer of its contract(s) with Buyer (by rejection or otherwise), Buyer permits a reduction in the prices paid to Seller Buyer for products incorporating the Goods and/or the Services, then the prices paid to Seller for the Goods and/or the Services from and after the date of such reduction will be automatically adjusted proportionally by the same percentage as the price paid to Buyer by the Customer, and this Order will otherwise remain in effect without modification. (d) In the event Customer fails to pay Buyer for products incorporating the Goods and/or Services supplied by Seller, Buyer reserves the right to assign Seller the right to collect such amounts from the Customer, in whole or in part, and Seller agrees to accept such assignment as payment for any invoices due from Buyer to Seller on a dollar for dollar-for-dollar basis. (e) In addition to any other rights or remedies provided for in this Order, if the Customer directed, recommended or requested that Seller be the source from whom Buyer is to obtain the Goods and/or the Services: (i) Buyer will pay Seller for the Goods and/or Services only after and to the extent of, and in proportion to, Buyer’s actual receipt of payment from the Customer for those goods into which the Goods and/or the Services are incorporated; (ii) any lengthening of the Customer’s payment terms to Buyer for those goods into which the Goods and/or Services are incorporated will automatically lengthen the payment terms as between Buyer and Seller by the same amount of time; and (iii) within three (3) business days of any change in price, specifications or other terms negotiated or proposed between Seller and the Customer, Seller shall notify Buyer in writing and immediately adjust its invoices to reflect any price reduction, provided that no change will be binding on Buyer without Buyer’s specific written consent.

Customer Requirements. (a) Where the Goods or Services under this Order Agreement are or will be sold, or incorporated into goods or services that are or will be sold, by Buyer DPI to an original equipment manufacturer of vehicles, whether directly or indirectly through an upper tier supplier, or to any other third party customer (collectively, the a “Customer” or “OEM Customer”), Seller Supplier shall take such steps, provide such disclosure, comply with such requirements and do all other things as Buyer DPI deems necessary or desirable and within SellerSupplier’s control to enable Buyer DPI to meet BuyerDPI’s obligations under the terms and conditions of any contract or purchase order or other document (the “Customer Terms”) that may be applicable to Buyer DPI from time to time in respect of its direct or indirect supply of such goods or services to the Customer, including: including without limitation delivery, packaging and labeling requirements; , warranties and warranty periods; , intellectual property rights and rights, indemnification; , confidentiality; , access to facilities and records; , and replacement and service parts. Buyer DPI may, from time to time, in its sole discretion, provide Seller Supplier with information regarding the applicable Customer Terms, but, in any event, Seller shall be responsible for ascertaining the Customer Terms that may affect SellerSupplier’s obligations hereunder and hereby agrees to be bound to such Customer Terms. (b) hereunder. If there is any conflict between the provisions of the Customer Terms and any provisions of this OrderAgreement, Buyer DPI shall have the right to have the provisions of the Customer Terms prevail to the extent necessary or desirable to resolve such conflict. (c) In the event that the Customer directly suffers an Insolvency Event as the phrase is defined in paragraph 26 and, in the course of any proceedings relating to such Insolvency Event and in connection with actual or threatened termination by the Customer of its contract(s) with Buyer (by rejection or otherwise), Buyer permits a reduction in the prices paid to Seller for products incorporating the Goods and/or the Services, then the prices paid to Seller for the Goods and/or the Services from and after the date of such reduction will be automatically adjusted proportionally by the same percentage as the price paid to Buyer by the Customer, and this Order will otherwise remain in effect without modification. (d) In the event Customer fails to pay Buyer for products incorporating the Goods and/or Services supplied by Seller, Buyer reserves the right to assign Seller the right to collect such amounts from Customer, in whole or in part, and Seller agrees to accept such assignment as payment for any invoices due from Buyer to Seller on a dollar for dollar basis. (e) In addition to any other rights or remedies provided for in this Order, if . If the Customer directed, recommended or requested that Seller Supplier be the source from whom Buyer DPI is to obtain the Goods and/or the Services: (i) Buyer DPI will pay Seller Supplier for the Goods and/or Services only after and to the extent of, and in proportion to, BuyerDPI’s actual receipt of payment from the Customer for those goods into which the Goods and/or the Services are incorporated; (ii) any lengthening of the Customer’s payment terms to Buyer DPI for those goods into which the Goods and/or Services are incorporated will automatically lengthen the payment terms as between Buyer DPI and Seller Supplier by the same amount of time; and (iii) within three (3) 3 business days of any change in price, specifications or other terms negotiated or proposed between Seller Supplier and the Customer, Seller Supplier shall notify Buyer DPI in writing and immediately adjust its invoices to reflect any price reduction, provided that no change will be binding on Buyer DPI without BuyerDPI’s specific written consent.

Customer Requirements. (a) Where the Goods or Services under this Order Agreement are or will be sold, or incorporated into goods or services that are or will be sold, by Buyer to an original equipment manufacturer OEM of vehicles, whether directly or indirectly through an upper tier supplier, or any other third party customer (collectively, the collectively “Customer” or “OEM Customer”), Seller shall take such steps, provide such disclosure, comply with such requirements and do all other things as Buyer deems necessary or desirable and within Seller’s control to enable Buyer to meet Buyer’s obligations under the terms and conditions of any contract or purchase order or other document (the “Customer Terms”) that may be applicable to Buyer from time to time in respect of its direct or indirect supply of such goods or services to the Customer, including: delivery, packaging and labeling requirements; warranties and warranty periods; intellectual property rights and rights; indemnification; confidentiality; access to facilities and records; and replacement and service parts. Buyer may, from time to time, in its sole discretion, provide Seller with information regarding the applicable Customer Terms, but, in any event, Terms and Seller shall be responsible for ascertaining the Customer Terms that may affect Seller’s obligations hereunder and hereby agrees to be bound to such Customer Termshereunder. (b) If there is any conflict between the provisions of the Customer Terms and any provisions of this OrderAgreement, Buyer shall have the right to have the provisions of the Customer Terms prevail to the extent necessary or desirable to resolve such conflict. (c) In the event that the Customer directly suffers an Insolvency Event (as the phrase such term is defined in paragraph 26 subparagraph 26(a)) and, in the course of any proceedings relating to such Insolvency Event and in connection with actual or threatened termination by the Customer of its contract(s) with Buyer (by rejection or otherwise), Buyer permits a reduction in the prices paid to Seller Buyer for products incorporating the Goods and/or the Services, then the prices paid to Seller for the Goods and/or the Services from and after the date of such reduction will be automatically adjusted proportionally by the same percentage as the price paid to Buyer by the Customer, and this Order Agreement will otherwise remain in effect without modification. (d) In the event Customer fails to pay Buyer for products incorporating the Goods and/or Services supplied by Seller, Buyer reserves the right to assign Seller the right to collect such amounts from the Customer, in whole or in part, and Seller agrees to accept such assignment as payment for any invoices due from Buyer to Seller on a dollar for dollar basis. (e) In addition to any other rights or remedies provided for in this Order, if If the Customer directed, recommended or requested that Seller be the source from whom Buyer is to obtain the Goods and/or the Services: Services (Customer Directed Buy): (i) Buyer will pay Seller for the Goods and/or Services only after and to the extent of, and in proportion to, Buyer’s actual receipt of payment from the Customer for those goods into which the Goods and/or the Services are incorporated; (ii) any lengthening of the Customer’s payment terms to Buyer for those goods into which the Goods and/or Services are incorporated will automatically lengthen the payment terms as between Buyer and Seller by the same amount of time; and (iii) within three (3) business days of any change in price, specifications or other terms negotiated or proposed between Seller and the Customer, Seller shall notify Buyer in writing and immediately adjust its invoices to reflect any price reduction, provided that no change will be binding on Buyer without Buyer’s specific written consent. (f) CUSTOMER DIRECTED BUY purchase agreements are subjected to the conditions below in addition to this complete agreement: 1. Seller agrees that all costs associated to failure to deliver the correct number of parts at the specified quality level (meeting all drawing specification) will be fully reimbursed to the Buyer within a maximum of 30 days’ period from date of notification from Buyer. 2. Seller agrees that all associated warranty claims cost that the Buyer receives from customer will be fully reimbursed to the Buyer within a maximum of 30 days’ period from date of notification from Buyer. 3. Seller agrees that all associated product liability claims cost that the Buyer receives from customer will be fully reimbursed to the Buyer within a maximum of 30 days’ period from date of notification from Buyer. 4. Seller agrees that all associated costs associated with testing and validation of the Goods, consisting of but limited to omissions or deletions resulting in design and production decisions that influence the costs associated with the lifetime use of the Goods, which the Buyer receives from customer, will be fully reimbursed to the Buyer within a maximum of 30 days’ period from date of notification from Buyer.

Customer Requirements. (a) Where the Goods or Services under this Order are or will be sold, or otherwise incorporated into goods or services that are or will be sold, by Buyer directly or indirectly to an original equipment manufacturer of vehicles, whether directly or indirectly through an upper tier supplier, or any other third party customer (collectively, the “Customer” or “OEM Customer”)manufacturer, Seller shall take such stepsall necessary actions, provide such disclosureall necessary information, comply with such requirements all applicable requirements, and do all other things as Buyer deems necessary or desirable and within Seller’s control to enable Buyer to meet Buyer’s obligations under the terms and conditions of any contract or nomination letter, award, purchase order order, release, supply agreement or other document or contractual obligation of any kind (the collectively, “Customer OE Terms”) that may be directly or indirectly applicable to Buyer or its Customers from time to time in respect of its Buyer’s direct or indirect supply of Goods or Services to such goods original equipment manufacturer or services to the Customer, including, without limitation, any obligations relating to: delivery, packaging and labeling requirements; warranties and warranty periods; labeling, warranties, remedies, indemnification, intellectual property rights rights, inspections and indemnification; confidentiality; access to facilities and records; audits, and replacement and service parts. Buyer may, from time to time, in its sole discretion, provide Seller with information regarding the OE Terms that may be applicable Customer Termsto Seller pursuant to this paragraph, but, in any event, Seller shall be at all times solely responsible for ascertaining the Customer OE Terms that may affect Seller’s obligations hereunder and hereby agrees to be bound by such OE Terms as if they applied directly to such Customer Terms. (b) If there is Seller. In the event of any conflict between the provisions of the Customer applicable OE Terms and any provisions of this Orderthe Agreement, Buyer shall have retains the exclusive right in its sole discretion to have the provisions of the Customer all or any such OE Terms prevail to the extent necessary or desirable to resolve such conflict. (c) In the event that the Customer directly suffers an Insolvency Event as the phrase is defined in paragraph 26 and, in the course of any proceedings relating to such Insolvency Event and in connection with actual or threatened termination by preserved conflict between such OE Terms and the Customer of its contract(s) with Buyer (by rejection or otherwise), Buyer permits a reduction in the prices paid to Seller for products incorporating the Goods and/or the Services, then the prices paid to Seller for the Goods and/or the Services from and after the date of such reduction will be automatically adjusted proportionally by the same percentage as the price paid to Buyer by the Customer, and this Order will otherwise remain in effect without modification. (d) In the event Customer fails to pay Buyer for products incorporating the Goods and/or Services supplied by Seller, Buyer reserves the right to assign Seller the right to collect such amounts from Customer, in whole or in part, and Seller agrees to accept such assignment as payment for any invoices due from Buyer to Seller on a dollar for dollar basis. (e) Agreement. In addition to any other rights or remedies provided for in this Orderavailable to Buyer, if the Buyer’s Customer directed, recommended or otherwise requested that Seller be the source from whom Buyer is to obtain vendor for the Goods and/or the or Services: (ia) Buyer will pay Seller for the Goods and/or Services only after and to the extent of, and in proportion to, Buyer’s actual receipt of payment from the such Customer for those goods items into which the such Goods and/or the and Services are incorporated; and (iib) any lengthening of the Customer’s payment Buyer shall extend, and Seller shall accept such extension of, applicable pay terms to Buyer for those goods into which the Goods and/or Services are incorporated will automatically lengthen the payment terms as between Buyer and Seller by the same amount of time; and (iii) within three (3) business days of any change in price, specifications or other terms negotiated or proposed between Seller and the Customer, Seller shall notify Buyer in writing and immediately adjust its invoices to reflect any price reduction, provided that no change will be binding on Buyer without extent Buyer’s specific written consentpay terms with such Customer are adjusted from time to time.

Customer Requirements. (a) Where the Goods or Services under this Order are or will be sold, or incorporated into goods or services that are or will be sold, by Buyer to an original equipment manufacturer of vehicles, whether directly or indirectly through an upper tier supplier, or any other third party customer (collectively, the “Customer” or “OEM Customer”), Seller shall take such steps, provide such disclosure, comply with such requirements and do all other things as Buyer deems necessary or desirable and within Seller’s control to enable Buyer to meet Buyer’s obligations under the terms and conditions of any contract or purchase order or other document (the “Customer Terms”) that may be applicable to Buyer from time to time in respect of its direct or indirect supply of such goods or services to the Customer, including: delivery, packaging and labeling labelling requirements; warranties and warranty periods; intellectual property rights and indemnification; confidentiality; access to facilities and records; and replacement and service parts. Buyer may, from time to time, in its sole discretion, provide Seller with information regarding the applicable Customer Terms, but, in any event, Seller shall be responsible for ascertaining the Customer Terms that may affect Seller’s obligations hereunder and hereby agrees to be bound to such Customer Terms. (b) “Customer Directed Sources” also known as Directed Suppliers are any specific source that are selected by the customer or OEM, in which the Buyer is required to purchase from a specific sub- supplier, certain raw materials, parts or components for integration into the product that the Buyer sells to the customer or OEM. In this arrangement, Buyer is only an integrator of the goods and products referenced in the purchase order which are supplied by Seller and accordingly, Buyer will manage its supply chain. It is understood and agreed that a Seller that is a directed supplier to the OEM shall have direct dealings with the OEM, and shall be responsible for all other commercial issues, including, but not limited to, pricing disputes, collection risks, warranty charges, product liability claims, intellectual property matters, production interruptions, and any and all associated expenses. Buyer shall not be responsible for and will be fully indemnified by I-P082-AC ▇▇▇▇▇-▇ ▇▇-▇▇-▇▇ ▇▇▇▇▇▇ as to these matters to the fullest extent permitted by law. Any debits or surcharges claimed by the OEM that are passed through to Buyer relating to the Seller shall be the sole responsibility of the Seller. Seller shall keep Buyer fully apprised at all times of all agreements or disputes between Seller and the OEM, with respect to the project or program at issue. Also, it is understood and agreed that Buyer shall not be responsible to Seller for any agreement Seller enters into with OEM, without Buyer’s prior written consent and approval. (c) If there is any conflict between the provisions of the Customer Terms and any provisions of this Order, Buyer shall have the right to have the provisions of the Customer Terms prevail to the extent necessary or desirable to resolve such conflict. (cd) In the event that the Customer directly suffers an Insolvency Event as the phrase is defined in paragraph 26 and, in the course of any proceedings relating to such Insolvency Event and in connection with actual or threatened termination by the Customer of its contract(s) with Buyer (by rejection or otherwise), Buyer permits a reduction in the prices paid to Seller for products incorporating the Goods and/or the Services, then the prices paid to Seller for the Goods and/or the Services from and after the date of such reduction will be automatically adjusted proportionally by the same percentage as the price paid to Buyer by the Customer, and this Order will otherwise remain in effect without modification. (de) In the event Customer fails to pay Buyer for products incorporating the Goods and/or Services supplied by Seller, Buyer reserves the right to assign Seller the right to collect such amounts from Customer, in whole or in part, and Seller agrees to accept such assignment as payment for any invoices due from Buyer to Seller on a dollar for dollar basis. (ef) In addition to any other rights or remedies provided for in this Order, if the Customer directed, recommended or requested that Seller be the source from whom Buyer is to obtain the Goods and/or the Services: (i) Buyer will pay Seller for the Goods and/or Services only after and to the extent of, and in proportion to, Buyer’s actual receipt of payment from the Customer for those goods into which the Goods and/or the Services are incorporated; (ii) any lengthening of the Customer’s payment terms to Buyer for those goods into which the Goods and/or Services are incorporated will automatically lengthen the payment terms as between Buyer and Seller by the same amount of time; and (iii) within three (3) business days of any change in price, specifications or other terms negotiated or proposed between Seller and the Customer, Seller shall notify Buyer in writing and immediately adjust its invoices to reflect any price reduction, provided that no change will be binding on Buyer without Buyer’s specific written consent.

Customer Requirements. (a) Where the Goods or Services under this Order are or will be sold, or incorporated into goods or services that are or will be sold, by Buyer to an original equipment manufacturer of vehicles, whether directly or indirectly through an upper tier supplier, or any other third party customer (collectively, the “Customer” or “OEM Customer”), Seller shall take such steps, provide such disclosure, comply with such requirements and do all other things as Buyer deems necessary or desirable and within Seller’s control to enable Buyer to meet Buyer’s obligations under the terms and conditions of any contract or purchase order or other document (the “Customer Terms”) that may be applicable to Buyer from time to time in respect of its direct or indirect supply of such goods or services to the Customer, including: delivery, packaging and labeling labelling requirements; warranties and warranty periods; intellectual property rights and indemnification; confidentiality; access to facilities and records; and replacement and service parts. Buyer may, from time to time, in its sole discretion, provide Seller with information regarding the applicable Customer Terms, but, in any event, Seller shall be responsible for ascertaining the Customer Terms that may affect Seller’s obligations hereunder and hereby agrees to be bound to such Customer Terms. (b) If there is any conflict between the provisions of the Customer Terms and any provisions of this Order, Buyer shall have the right to have the provisions of the Customer Terms prevail to the extent necessary or desirable to resolve such conflict. (c) In the event that the Customer directly suffers an Insolvency Event or liquidation as the phrase is defined in paragraph 26 and, in the course of any proceedings relating to such Insolvency Event and and/or in connection with actual or threatened termination by the Customer of its contract(s) with Buyer (by rejection or otherwise), Buyer permits a reduction in the prices paid to Seller for products incorporating the Goods and/or the Services, then the prices paid to Seller for the Goods and/or the Services from and after the date of such reduction will be automatically adjusted proportionally by the same percentage as the price paid to Buyer by the Customer, and this Order will otherwise remain in effect without modification.. I-P082-AC Level-0 22-06-16 (d) In the event Customer fails to pay Buyer for products incorporating the Goods and/or Services supplied by Seller, Buyer reserves the right either (i) to assign Seller the right to collect such amounts from Customer, in whole or in part, and Seller agrees to accept such assignment as payment for any invoices due from Buyer to Seller on a dollar for dollar basisbasis or (ii) not pay any amount to Seller till the time Customer pay to Buyer.. And in such an event, Buyer shall not be responsible to pay any amount to the Seller. (e) In addition to any other rights or remedies provided for in this Order, if the Customer directed, recommended or requested that Seller be the source from whom Buyer is to obtain the Goods and/or the Services: (i) Buyer will pay Seller for the Goods and/or Services only after and to the extent of, and in proportion to, Buyer’s actual receipt of payment from the Customer for those goods into which the Goods and/or the Services are incorporated; (ii) any lengthening of the Customer’s payment terms to Buyer for those goods into which the Goods and/or Services are incorporated will automatically lengthen the payment terms as between Buyer and Seller by the same amount of time; and (iii) within three (3) business days of any change in price, specifications or other terms negotiated or proposed between Seller and the Customer, Seller shall notify Buyer in writing and immediately adjust its invoices to reflect any price reduction, provided that no change will be binding on Buyer without Buyer’s specific written consent.

Customer Requirements. (a) Where the Goods or Services under this Order are or will be sold, or incorporated into goods or services that are or will be sold, by Buyer to an original equipment manufacturer of vehicles, whether directly or indirectly through an upper tier supplier, or any other third party customer (collectively, the “Customer” or “OEM Customer”), Seller shall take such steps, provide such disclosure, comply with such requirements and do all other things as Buyer deems necessary or desirable and within Seller’s control to enable Buyer to meet Buyer’s obligations under the terms and conditions of any contract or purchase order or other document (the “Customer Terms”) that may be applicable to Buyer from time to time in respect of its direct or indirect supply of such goods or services to the Customer, including: delivery, packaging and labeling labelling requirements; warranties and warranty periods; intellectual property rights and indemnification; confidentiality; access to facilities and records; and replacement and service parts. Buyer may, from time to time, in its sole discretion, provide Seller with information regarding the applicable Customer Terms, but, in any event, Seller shall be responsible for ascertaining the Customer Terms that may affect Seller’s obligations hereunder and hereby agrees to be bound to such Customer Terms. (b) “Customer Directed Sources” also known as Directed Suppliers are any specific source that are selected by the customer or OEM, in which the Buyer is required to purchase from a specific sub- supplier, certain raw materials, parts or components for integration into the product that the Buyer sells to the customer or OEM. In this arrangement, Buyer is only an integrator of the goods and products referenced in the purchase order which are supplied by Seller and accordingly, Buyer will manage its supply chain. It is understood and agreed that a Seller that is a directed supplier to the OEM shall have direct dealings with the OEM, and shall be responsible for all other commercial issues, including, but not limited to, pricing disputes, collection risks, warranty I-P082-AC Level-0 22-06-16 charges, product liability claims, intellectual property matters, production interruptions, and any and all associated expenses. Buyer shall not be responsible for and will be fully indemnified by Seller as to these matters to the fullest extent permitted by law. Any debits or surcharges claimed by the OEM that are passed through to Buyer relating to the Seller shall be the sole responsibility of the Seller. Seller shall keep Buyer fully apprised at all times of all agreements or disputes between Seller and the OEM, with respect to the project or program at issue. Also, it is understood and agreed that ▇▇▇▇▇ shall not be responsible to Seller for any agreement Seller enters into with OEM, without ▇▇▇▇▇’s prior written consent and approval. Subject to (i) the foregoing; and (ii) Buyer’s General Purchasing Terms issued October 6, 2023, the entire relationship between Buyer and Seller in connection with this program shall be governed by the OEM’s Terms and Conditions applicable to Buyer for this program which shall be provided upon request. (c) If there is any conflict between the provisions of the Customer Terms and any provisions of this Order, Buyer shall have the right to have the provisions of the Customer Terms prevail to the extent necessary or desirable to resolve such conflict. (cd) In the event that the Customer directly suffers an Insolvency Event as the phrase is defined in paragraph 26 and, in the course of any proceedings relating to such Insolvency Event and in connection with actual or threatened termination by the Customer of its contract(s) with Buyer (by rejection or otherwise), Buyer permits a reduction in the prices paid to Seller for products incorporating the Goods and/or the Services, then the prices paid to Seller for the Goods and/or the Services from and after the date of such reduction will be automatically adjusted proportionally by the same percentage as the price paid to Buyer by the Customer, and this Order will otherwise remain in effect without modification. (de) In the event Customer fails to pay Buyer for products incorporating the Goods and/or Services supplied by Seller, Buyer reserves the right to assign Seller the right to collect such amounts from Customer, in whole or in part, and Seller agrees to accept such assignment as payment for any invoices due from Buyer to Seller on a dollar for dollar basis. (ea) In addition to any other rights or remedies provided for in this Order, if the Customer directed, recommended or requested that Seller be the source from whom Buyer is to obtain the Goods and/or the Services: (i) Buyer will pay Seller for the Goods and/or Services only after and to the extent of, and in proportion to, Buyer’s actual receipt of payment from the Customer for those goods into which the Goods and/or the Services are incorporated; (ii) any lengthening of the Customer’s payment terms to Buyer for those goods into which the Goods and/or Services are incorporated will automatically lengthen the payment terms as between Buyer and Seller by the same amount of time; and (iii) within three (3) business days of any change in price, specifications or other terms negotiated or proposed between Seller and the Customer, Seller shall notify Buyer in writing and immediately adjust its invoices to reflect any price reduction, provided that no change will be binding on Buyer without Buyer’s specific written consent.