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Strategic Supply Agreement

QS006en

QS006en/27.09.2011

Strategic Master Agreement


for the Procurement of Series Production Material
Strategic Supply Agreement

By and between

FTE automotive GmbH


Andreas Humann Str. 2
96106 Ebern
Germany

hereinafter FTE

and

Indo-US MIM Tec Pvt. Ltd


# 45 (P), KIADB Industrial Area, Hoskote
Bangalore - 562114
India

hereinafter Supplier

QA011/0402.2003

the following is agreed:

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FTE automotive GmbH Postfach 1180 D-96104 Ebern Telephone 09531/81-0 Telefax 09531/813630All rights reserved.
Circulation or reproduction without express written approval is prohibited.

Strategic Supply Agreement

QS006en

QS006en/27.09.2011
RECITALS
Products of the FTE automotive Group are primarily used for the automotive industry and thus have to comply
with highest requirement standards (also considering the possible severe loss consequences notably resulting
from production stops, warranty cost, product liability cases and recalls). This requires correspondingly high
quality, competitiveness as to prices and delivery reliability regarding Suppliers manufactured and / or
delivered samples, initial samples, series production parts, production materials (including raw materials and
starting materials), as well as any other services related thereto (collectively also the Supply or the
Supplies).
The FTE automotive Group companies, in addition, in their procurement are aiming at concentrating on few,
strategically important suppliers in future.
To this end and for an intensive and close technical and logistical cooperation between FTE including the FTE
automotive Group companies that are hereby represented by FTE and listed below (collectively also FTE)
and Supplier (including those companies affiliated to or associated with the Supplier that are included into this
Strategic Supply Agreement pursuant to its provisions), the following Strategic Supply Agreement is entered
into.

SCOPE
The terms and conditions agreed in this Strategic Supply Agreement (hereinafter this Agreement) shall
automatically be applicable to and form an integral part of any Supply related individual supply agreements,
purchase orders, contracts or other individual agreements (collectively also an Individual Agreement)
between Supplier and the respective companies of the FTE automotive Group. The following are companies of
the FTE automotive Group:
FTE automotive GmbH
Andreas - Humann -Strae 2
96106 Ebern, Germany

FTE automotive Slovakia s.r.o.


Vrobno-logistick arel IPEC Poin
Mal ari 486
08001 Presov, Slovak Republic

FTE automotive systems GmbH


Pascalstrae 1
96106 Ebern / Fischbach, Germany

FTE automotive (Taicang) Co.Ltd.


No.105 East Shanghai Road
Taicang Economic Development Zone,
Taicang
Jiang Su Province, 215400, China

FTE automotive Mve GmbH


Zu den Katzentreppen 7
99974 Mhlhausen, Germany

FTE automotive Czechia s.r.o.


Hlubany 124
44101 Podboany, Czech Republic

All companies in future being affiliated to FTE


automotive GmbH within the meaning of 15 AktG
(German Stock Corporation Act), for the respective
company structure refer to the FTE website
www.fte.de (unless otherwise specifically agreed to,
FTE companies in North and South America are not
covered by this Agreement).

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FTE automotive GmbH Postfach 1180 D-96104 Ebern Telephone 09531/81-0 Telefax 09531/813630All rights reserved.
Circulation or reproduction without express written approval is prohibited.

Strategic Supply Agreement

QS006en

QS006en/27.09.2011
1. Purpose
The purpose of this Agreement shall be the delivery of the Supplies, as defined in the Recitals, to FTE. Any
Supplies by Supplier to FTE shall be conditioned upon the entering into Individual Agreements that in
particular govern the terms and conditions specific for the respective parts and components (e.g. price, ratios
etc).
This Agreement shall also apply to Suppliers affiliated companies or associated companies that are
rendering Supplies to FTE pursuant to Section 9 hereof.
Supplier shall not be entitled to deduce any claim relating to the Supply of parts or components to FTE from
the conclusion of this Agreement. Neither this Agreement nor any Individual Agreement itself shall entitle
Supplier to supply certain supply quantities to FTE or to claim for any respective compensation for cost or
damages.

2. Pricing/Price Reduction/Discontinuation of a Series/Value Analysis


The prices for the Supplies, the pricing and annual price reductions are subject to in the respective Individual
Agreement. All prices (to the extent not separately stated) shall be subject to applicable statutory Value
Added Tax, if any. In addition to the foregoing, the following is herewith bindingly agreed:
a) Throughout the term of the deliveries, Suppliers prices shall always be competitive. Thus, FTE shall be
granted the opportunity to review the agreed prices by way of benchmarking activities on a regular basis.
If it occurs that these prices, subject to technical comparability, are above the market price, Supplier shall
be afforded the opportunity to reduce the prices correspondingly. If this target is not achieved within one
month, FTE shall be entitled to termination pursuant to Section 14 b).
b) All initial sample parts, and including the documentation to be delivered with them according to FTE
TL007 Initial Sampling of Purchased Parts, shall be free of charge for FTE.
c) If, during the term of an Individual Agreement, price reductions occur at Suppliers or at its suppliers or if
the prices of Suppliers starting materials reduce, then such price reductions shall be fully passed on to
FTE.
d) Supplier herewith undertakes to supply spare parts to FTE upon expiry of FTEs series production material
requirement for additional three years at the most recent price applicable to series production parts,
thereafter for additional 12 years, based on a reasonable pricing that will be negotiated (basis of the
pricing to be negotiated: FTE customers pricing for series replacement parts).
e) Upon the respective start of production (SOP), however, no later than starting one year from the
conclusion of any Individual Agreement, FTE shall, in regular and reasonable intervals, be entitled to
require a joint team, consisting of employees of FTE, Supplier and its suppliers, to perform on-site value
analyses aiming at further reductions of cost.
f) To the extent that any parts subject to an Individual Agreement are used by FTE for other FTE projects,
or if quantities forecasted in any Individual Agreement increase by more than 10 %, the prices agreed in
the Individual Agreement shall be adequately reduced.

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FTE automotive GmbH Postfach 1180 D-96104 Ebern Telephone 09531/81-0 Telefax 09531/813630All rights reserved.
Circulation or reproduction without express written approval is prohibited.

Strategic Supply Agreement

QS006en

QS006en/27.09.2011
3. Delivery Note/Payment/Invoice Control/Setoff/Further Documentation
Supplier shall attach to any delivery a delivery note complying with the provisions of Section 4 of FTE TL028
State of packing and delivery of purchased parts, such delivery note also to include a reference to the
currently valid revision of the drawing underlying the respective delivery.
The payment, on FTEs discretion, shall be made on the 25th of the month after acceptance of the delivery
and receipt of the invoice in a proper form, verifiable and in compliance with all statutory and tax provisions,
with 3 % discount; or 3 months net after the end of the month of acceptance and receipt of an invoice in the
form as stated before. In addition, invoices shall bear the FTE purchase order number, FTE part number,
Suppliers delivery note number, supplier number as well as the contractually agreed price for 100 pieces.
Any and all payments by FTE shall be deemed made subject to reservation of the right to invoice review as
to factual and calculated accuracy, as well as subject to the reservation of rights resulting from defective
Supplies, even if such reservation is not expressly noted in the course of FTEs payment. Supplier shall be
responsible for any and all consequences resulting from non-compliance with this obligation.
FTE shall be entitled to retain payment due to contractually non-conforming Supplies. FTE shall also be
entitled to set off Suppliers claims against own claims and claims of FTE automotive Group companies.
Supplier undertakes towards FTE to adhere to all applicable national, european and US export control
regulations, including all European and US American sanction lists and embargos against persons
(collectively the Export Control Regulations ).Supplier undertakes towards FTE to provide information of its
own accord, stating the actual export list number (AL number) or export control classification number (ECCN
number) in case supplies or their components are included on the export list, in Appendices I and IV or in the
CCL. Supplier shall promptly notify FTE in writing of all circumstances or suspicions becoming known to
Supplier before or after entering into an agreement with FTE, which give reason to assume a possible or
actual infringement of Export Control Regulations. Without limiting any other remedies FTE may have, in any
event in which such circumstances or suspicions exist, any delay in acceptance by FTE shall be excluded for
a reasonable period of time, in order to give FTE the opportunity for verification.

Supplier shall procure any and all documents required pursuant to customs and other statutory regulations
and submit them promptly upon request, in particular documents relating to the refund of customs duties and
proof of origin., In this respect Supplier shall evidence the origin of the Supplies by providing FTE with
respective certificate documents, and in particular with the following: Long-term supplier's declaration
pursuant to the EC regulation No. 1207/2001 (as amended from time to time), certificates of origin, certificate
of origin Form A, EUR 1, EUR-Med, commercial invoice with an endorsement of origin / preference.

4. Supply Conditions/Delivery Frequency


Deliveries shall be made delivered at place of destination (DAP pursuant to most recent INCOTERMS),
including packaging. Without exceptions, place of performance shall be the procuring FTE factory.
Pursuant to the respective provisions of any Individual Agreement, deliveries to FTE shall be made either in
accordance with delivery plans, in accordance with special delivery frequencies or in accordance with
individual release orders.
If Supplier has to deliver according to delivery plans, the following shall apply: FTE, usually two times a
week, will send rolling delivery plans to Supplier, either in writing, via facsimile, email or EDI. The demand
volumes stated therein will usually extend to a period of 3 6 months. These demand volumes are allocated

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Circulation or reproduction without express written approval is prohibited.

Strategic Supply Agreement

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for a short-term period (usually 2-3 months) to exact calendar days. Supplier shall meet these day related
deadlines as the dates when the delivery is to be received by FTE. The delivery of the demand volumes,
however, shall only be made according to the respective and most recent delivery plan. Delivery plans shall
become binding for the Supplier latest, if Supplier does not contradict within two business days from their
receipt. The quantities shown in the master delivery plan as Release for Production shall be deemed firmly
ordered. The delivery, however, shall be orientated according to the most recent delivery plan. The quantities
shown in the master delivery plan as Material Release shall entitle to material scheduling, however, not to
respective production. Demand volumes beyond that period are estimate quantities only serving information
purposes.
If Supplier has to deliver according to special delivery frequency, such delivery frequency shall be separately
agreed in the Individual Agreement, with regard to delivery dates and quantities.
Additionally, innovative logistic concepts may be agreed to in the Individual Agreement (e.g. Just-in-Time
deliveries, Kanban, consignment stock).
FTE, however, upon reasonable notification of 4 weeks in advance, shall be entitled to change to other
delivery concepts regarding Individual Agreements (e.g. change from delivery plans to individual release
orders or consignment stock).

5. Deadlines / Force Majeure


The delivery dates for samples, first samples and serial parts pursuant to Section 4 or pursuant to the
provisions of the Individual Agreements shall be binding deadlines. Supplier covenants compliance with
these deadlines.
Circumstances of force majeure, however, shall exempt Supplier from Suppliers duty to perform for the
duration of the interruption and within the scope of their effects, but at maximum for a period of 4 weeks. This
exemption shall not be applicable in cases where Supplier, on the time of the force majeure occurring, had
been already in delay or if Supplier had not notified FTE promptly on the occurrence of such an event.
Supplier, however, covenants the introduction and maintenance of an emergency strategy for Suppliers
production sites and plants in order to ensure contractual deliveries to FTE.

6. Ensurance of Demand / Capacities


FTE, in the scope of concentrating on few and strategically important suppliers, selected Supplier in this
Master Contract. If and to the extent the parties enter into an Individual Agreement, FTE intends to take
Supplier reasonably into consideration in procuring the Supplies contractually agreed therein, provided
Suppliers competitiveness as regards quality, price and delivery reliability.
In return, Supplier herewith undertakes (i) upon respective requests for quotation to submit offers to FTE that
are competitive in regard to prices and design and (ii) to cover the entire need of FTE for the contractual
products under Individual Agreements. The latter shall also apply in the case of a termination of an Individual
Agreement irrespective for which cause, for a period of minimum 12 months from the expiration of the
contract and on the most recent applicable terms and conditions.
If the Individual Agreement refers to any estimated capacities or planned quantities or if such estimated
capacities or planned quantities are separately indicated to Supplier, Supplier undertakes to be capable of
supplying to FTE, during the obligation to supply parts being effective, the previously stated capacities /

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FTE automotive GmbH Postfach 1180 D-96104 Ebern Telephone 09531/81-0 Telefax 09531/813630All rights reserved.
Circulation or reproduction without express written approval is prohibited.

Strategic Supply Agreement

QS006en

QS006en/27.09.2011
planned quantities plus an addition reserve of 20 %. Supplier shall not be entitled to require FTE to purchase
Supplies in such capacities / quantities or to make any respective compensation payments for related cost or
damages.

7. Tools and Equipment


If FTE furnishes tools, models, jigs, gauges or other equipment (Tools) for Suppliers production or if
Supplier makes or procures such Tools for FTE, then this shall be governed by separate tooling agreements.

8. Quality Agreement
Supplier covenants and shall ensure compliance with the Quality Agreement (including its other applicable
documents) as referred to in Section 17. Supplier confirms this covenant also in entering into each Individual
Agreement.
9. Subcontracting, Suppliers Suppliers
Any (complete or partial) subcontracting to third parties regarding the production or supply of parts or
components as well as any engagement of subcontractors and sub-suppliers shall require FTEs prior written
approval. If Supplier intends to perform the Supplies by Suppliers affiliated companies (within the meaning
of 15 AktG, German Stock Corporation Act) or associated companies (affiliated and associated companies
collectively the Supplier Companies) and if this has been approved by FTE according to Section 9 of the
Quality Agreement, FTE will not unreasonably withhold its approval. If any so approved Supplier Companies
render contractual Supplies, the contractual relationship between the parties relating to such Supplies,
however, shall continue to exist, even if deliveries and invoicing are handled between FTE and such Supplier
Companies directly. Any and all statements from or to such Supplier Companies take effect for and against
the Supplier. Within the legal relationship between FTE, Supplier and the Supplier Company(ies), both the
Supplier and the Supplier Company(ies) shall be deemed manufacturer and sellers of the Supplies. The
aforesaid notwithstanding, Supplier and the Supplier Companies shall be jointly and severally liable to FTE
(statutory or under contract) as concerns any claims for, out of or in connection with the Supplies.
Irrespective of any such approval, any third person engaged by Supplier, including such third persons
suppliers, shall be deemed Suppliers persons, agents or representatives within the meaning of 278 BGB
(Erfllungsgehilfe pursuant to Section 278 German Civil Code).

10. Incoming Goods Inspection, Notification of Defects


Incoming goods inspection at FTE is limited to reasonable sampling of externally recognisable transport
damage and the compliance with the quantity and identity of the parts and components ordered. FTE shall
notify Supplier on any complaints noted thereby maximum 5 business days upon the goods being received.
Supplier shall align its quality management system and quality measures to this reduced incoming goods
inspection; Supplier in this respect waives any and all statutory or other objections of delayed inspection or
complaint available to Supplier. To the extent FTE, in the regular course of the business, identifies defects
only later, Supplier shall be notified about them maximum 5 business days upon discovery. In this respect,
Supplier herewith waives as well any and all statutory or other objections of delayed inspection or complaint
available to Supplier.

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FTE automotive GmbH Postfach 1180 D-96104 Ebern Telephone 09531/81-0 Telefax 09531/813630All rights reserved.
Circulation or reproduction without express written approval is prohibited.

Strategic Supply Agreement

QS006en

QS006en/27.09.2011

11. Requirements concerning Supplies


Supplier represents that its Supplies comply with the requirements of the Quality Agreement including the
specifications and technical documents referred to in its Sections 2 und 3, that they are free from any defects
in design, workmanship and materials, however, having at least the quality customary in the market, that
they will be manufactured in accordance to the provisions of Section 12. g) hereof and that they will be
delivered in due time. The Supplies shall comply with any and all applicable laws, regulations, provisions and
standards of the countries to where the vehicles equipped with FTE products are delivered. Deliveries not
complying with the above-mentioned requirements shall be collectively hereinafter referred to as Defective
Supplies.

12. Consequences from Defective Supplies


a) Rights and Remedies regarding Defective Supplies
In case of Defective Supplies, and notwithstanding any other statutory rights and remedies FTE may have
with respect thereto, Supplier shall be obliged in FTEs discretion, to either promptly remove the defect free
of charge or to deliver conforming Supplies - in any case including all necessary expenses - or to grant a
reasonable price reduction.
In the event Defective Supplies are only detected after the start of the production process, then FTE may
demand the supply of conforming Supplies and reimbursement of the cost and expenses thereby incurred
(including cost of transport and logistics), as well as cost for dismantling and mantling (including labour cost
and cost of material) and any other necessary expenses such as testing, sorting and other additional cost,
this shall include cost and expenses incurred by FTEs customers or by vehicle manufacturers. If the
Supplies have already been in the manufacturing or distribution process of FTEs or of FTEs customers or
are in the use of the final customer (e.g. vehicle holder), then the setting of a deadline for supplementary
performance shall be deemed dispensable.
If the Supplies have already been installed in a product and have been delivered to FTEs customers or to
vehicle manufacturers, then Supplier, upon his request, shall receive parts or components for inspection, to
the extent FTE has received such parts or components from its customers. Supplier agrees and
acknowledges the determination of defects based on such parts or components received by FTE from its
customers, or the determination by the vehicle manufacturer or by any third person assigned by them (e.g.
car repair shops) as the evidence for the defect even without submission of Defective Supplies. Supplier
agrees and acknowledges in this respect that FTE (amongst others in order to reduce cost of examination)
enters into agreements with its customers that by means of supplements (e.g. factor supplements,
acceptance rates etc) relating to defective parts factually examined also include cost of Defective Supplies
not so examined, e.g. in markets not subject to detailed review. Supplier agrees and acknowledges such
agreements being binding on Supplier and shall reimburse FTE any and all cost and expenses thereby
incurred.
In urgent cases, and notwithstanding any other claims FTE may have, FTE shall be entitled to remove the
defect or have the defect removed, with cost to be borne by Supplier. If Supplier is not able to carry out
supplementary performance or if Supplier does not comply with the request for supplementary performance
promptly, FTE, in urgent cases, in particular to avert acute risks or to avoid greater damages, shall be
additionally entitled to remove the defect or have the defect removed, with cost to be borne by Supplier.

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FTE automotive GmbH Postfach 1180 D-96104 Ebern Telephone 09531/81-0 Telefax 09531/813630All rights reserved.
Circulation or reproduction without express written approval is prohibited.

Strategic Supply Agreement

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b) Recalls and Other Field Service Actions
If, on their own initiative or upon a governmental mandate, a recall, other field action or service campaign
(hereinafter collectively a Recall) is made by FTE, by FTEs customers and/or by the manufacturer of
vehicles (or of any other end products), into which Suppliers Supplies have been installed, then Supplier
shall be liable to FTE for any and all cost, expenses and damages in connection with such Recall to the
extent the Recall is caused by Defective Supplies or any other breach of Suppliers contractual obligations.
c) Liability/Product Liability
If third person claims (including strict liability claims) are raised against FTE basing on Suppliers Supplies or
services and if such claims could also be raised by the third person against Supplier directly, Supplier shall
indemnify FTE and shall hold FTE harmless inter se, to the extent Supplier would be directly liable towards
such third person. In case that a product liability claim is raised against FTE, Supplier shall indemnify FTE
and hold FTE harmless from such claims and shall bear any and all cost and expenses, including cost of
litigation, to the extent such damages/losses incurred have been caused by Defective Supplies or by any
other breach of Suppliers contractual obligations.
d) FTEs Cumulative Remedies
FTE shall be entitled to further and additional claims for cost, expenses and damages provided for under any
and all applicable statutory laws due to Defective Supplies or due to any other breach of Suppliers
contractual obligations.
e) Time Allowed for Claims relating to Defective Supplies
Unless otherwise provided for in this Agreement, the time allowed for claims relating to Defective Supplies
shall be thirty-six (36) months, except for Supplies installed in products and/or vehicles for the American
market (USA, Canada, Mexico), where the time allowed shall be forty-eight (48) months. The abovementioned time periods shall be calculated from the date of the first registration of the vehicle, or from the
installation of FTEs product in case of replacement parts. The maximum period, however, shall be sixty (60)
months from the Supplies arriving at FTE. If any statutory provisions provide for longer time periods, then
such longer periods shall be applicable, shorter warranty periods are herewith waived. If FTE raises any
claims within such time periods against Supplier, then such time periods shall extend by 6 months
respectively.
f) Insurance
Supplier shall maintain a reasonable product liability and recall insurance cover covering the risks from
producer and product liability (collectively Product Liability) and from recall-, field action- or service
campaigns (collectively Recall) with a minimum coverage of 5 million for each Product Liability and Recall
and covering both the Supplier and its Supplier Companies pursuant to Section 9 hereof. Supplier shall
thereby take into account that FTE products will be directly or indirectly installed in vehicles that are operated
in all countries of the world. Supplier shall evidence the respective insurance coverage upon FTEs request
at any time. The aforesaid notwithstanding, Supplier shall once a year, together with the Regular Supplier
Declaration, submit to FTE a summarizing insurance certificate including own coverage and the coverage of
its Supplier Companies.
g) Suppliers Information and Analysing Duty
Supplier shall inquire about the planned use of its Supplies by FTE and covenants that all Supplies (including

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starting materials) selected, developed, manufactured and/or supplied for this use are fit and sufficiently
dimensioned for FTEs intended purposes. In cases of doubt or lack of clarity related to the requirements to
the Supplies, Supplier shall contact FTE in order to jointly effect clarification. Supplier shall be entitled to
invoke lack of necessary FTE documents only, if Supplier had notified FTE in writing of such documents
lacking and had not received them within a reasonable period of time. If Supplier recognises that its Supplies
might not conform to the requirements pursuant to Section 11 hereof, then Supplier shall promptly inform
FTE and disclose any and all data and information to enable a quick solution. In addition, Supplier shall
promptly initiate reasonable analysing and corrective actions for the removal of the cause of the defect in
order to avoid recurrence of the defect.

13. Confidentiality/Intellectual Property Rights


To the extent not publicly known, Supplier shall treat as strictly confidential, shall not disclose to third
persons and shall not use for any purposes other than for the Supplies to companies of the FTE automotive
Group, any and all commercial and/or technical knowledge, know-how, documents, drawings, plans,
manufacturing documents, specifications, objects, samples, films etc, irrespective of in which form (in
particular oral, visual, or written form, in electronic form or via electronic data carrier), including any and all
reproductions, records and copies there from (hereinafter, and including any of the foregoing disclosed by or
belonging to companies of the FTE automotive Group or third persons, collectively the Information), that
has, is or will be made available to Supplier (or to Supplier Companies, refer to Section 9) and including
disclosures for the purpose of the submission of offers to FTE. The right to register for intellectual property
rights relating to Information shall exclusively belong to the companies of the FTE automotive Group.
Supplier shall correspondingly bind its employees, subcontractors, Supplier Companies (refer to Section 9)
and other agents, and Supplier shall be liable to FTE that any of the foregoing persons strictly abide by the
provisions of this Section 13. The obligations provided for hereunder shall survive for a period of five years
after the disclosure of each individual confidential Information, however, none of the obligations shall
terminate earlier than three years from the date of expiration of the contractual relationship.
Supplier represents that it does not own any intellectual property rights (including respective applications)
relating to the Supplies and their underlying manufacturing processes preventing FTE from using the same
freely in any respect. Should any such rights of Supplier exist, Supplier grants to FTE the irrevocable, nonexclusive, worldwide, assignable, and unlimited right to use such property rights for the manufacture and
sale of the Supplies, even beyond any possible termination of the Contract.
Supplier further represents that any and all Supplies are free from any third-persons rights and will not
infringe upon any third-person patents, licenses or other property rights. Supplier shall indemnify FTE and
hold FTE harmless from any third-person claims resulting from the infringement of property rights and shall
on first demand bear any and all cost, expenses and damages incurred by FTE in this respect. Any and all
FTE claims resulting there from shall be time barred 3 years from FTEs getting knowledge of a breach of
this covenant.
This Section 13 shall completely replace any prior confidentiality agreements between the parties.

14. Term of the Agreement/Termination


a)

This Agreement shall become effective on the date of the its last signature and shall remain in effect for an
indefinite period of time. This Agreement may be terminated by either party in proper order by giving 12
months notice to the end of each calendar year.

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b)

FTE shall be entitled to terminate this Agreement or any single or several Individual Agreements
extraordinarily at any time with immediate effect if
-

a customer of FTE withdraws a supply order or discontinues the production of the respective vehicle;
FTE determines that Suppliers prices are not in line with the market or competitive respectively;
Supplier infringed upon the Quality Agreement more than two times and has not improved the quality in
spite of a reasonable period of grace; or
Supplier stopped payments, bill-of-exchange or cheque court actions are pending against Supplier,
liquidation is initiated; an insolvency or similar action on his assets is applied or (to the extent permitted
by law) opened or refused for lack of assets.

c)

The aforesaid notwithstanding, each party may terminate this Agreement with immediate effect for good
cause in cases where a party breaches a material contractual obligation in a way that the other party cannot
be reasonably expected to keep the contract and an appropriate period of grace expires without the breach
having been remedied within such period.

d)

Termination of Individual Agreements shall not affect the further effectiveness of this Agreement. This
Agreement, furthermore, shall remain in effect for Individual Agreements entered into prior to its termination
or expiration, also to the extent to which supplies are continued after the termination or expiration of this
Agreement. Any and all claims shall continue that by virtue of their nature are not affected by the termination
or expiration of this Agreement or of any Individual Agreement, this shall in particular apply to Sections 2 d),
6, 12, 13 and 15 through 20 of this Agreement.

e)

Any termination shall be made in writing.

15. Damages within FTE Group


Cost, expenses and damages incurred by any companies affiliated to FTE within the meaning of 15 AktG
(Stock Companies Act) shall be deemed cost, expenses and damages incurred at FTE.

16. Place of Jurisdiction/Applicable Law


Any and all disputes arising out of or in connection with this Agreement or any Supplies subject hereto shall
be finally decided according to the Rules of Arbitration of the International Chamber of Commerce by one or
several arbitrators nominated according to these rules. The place of arbitration shall be Munich, Germany.
The arbitration language shall be English. FTE, however, in FTEs discretion, shall also be entitled to sue
Supplier at Suppliers general place of jurisdiction at ordinary courts.
This Agreement shall be subject to the laws of the Federal Republic of Germany, by excluding its conflict of
law principles and by including the United Nations Convention on Contracts for the International Sales of
Goods.

17. Other Applicable Documents


Unless otherwise provided for in this Agreement, the provisions of the following agreements (including their
appendices and other applicable documents) shall be deemed bindingly agreed and integral parts of this
Agreement in the following order of priority:

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The provisions of this Agreement and the most recent Quality Agreement between Indo-US MIM Tec Pvt. Ltd
and FTE automotive GmbH dated 26.03.2013;
The FTE General Conditions of Purchase
The FTE General Conditions of Purchase will be made available by the respective purchasing employee
upon request. General terms and conditions of Supplier shall be excluded.

18. Written Form, Entire Agreement


Any amendments and supplements to this Agreement, including this written form requirement, shall require
the written form. This Agreement and including all other applicable documents shall be the entire agreement
between the parties related to the purpose of this Agreement and shall replace any prior commercial offers,
negotiations or agreements related to the purpose of this Agreement, except for agreed technical documents
and procedures.

19. Severability
Should any of the provisions of this Agreement be or become invalid or void, the validity of the other
provisions shall not be affected. The parties shall then replace the invalid provision by a valid provision
coming as close as possible to the purpose of the invalid provision. The same shall apply to the filling of
contractual gaps.

20. Negotiated Contract

FTE and Supplier worded or changed respectively any and all clauses of this Agreement after thorough
discussions on any problems that may occur. Any and all clauses of this Agreement have therefore been
individually negotiated within the meaning of 305 paragraph 1 sentence 3 BGB (German Civil Code) that
makes this Agreement a negotiated and individual contract.

Ebern, this 26.03.2013

FTE automotive GmbH

Indo-US MIM Tec Pvt. Ltd

i.V. Martin Stich


Head of Purchasing FTE Europe

i.A. Sandra Burkard


Material Group Purchase

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