Standard

SPECIFICATIONS All rights reserved. This standard must not be reproduced or in any way utilized by other parties without the written consent of IVECO. In case of dispute the only valid reference is the original italian edition. Supervisor: Manager:

IVECO

GENERAL PURCHASING TERMS AND CONDITIONS For productions materials, first equipment automotive components and spare parts

180001
Page Date 1/16 21.12.2006

L. Spaltini Purchasing telephone (0039) 011.00.73172 F. Bobba Purchasing Supplier Development telephone (0039) 011.00.72071

INDEX
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 DEFINITIONS SUPPLY AGREEMENT: GENERAL PRINCIPLES EXECUTION OF THE SUPPLY AGREEMENT CHARACTERISTICS OF THE PRODUCTS, MODIFICATIONS AND IMPROVEMENTS TECHNICAL DOCUMENTATION AND HANDBOOKS PACKAGING PRODUCT DELIVERY AND TERMS OF DELIVERY ACCEPTANCE TRANSFER OF RISKS SUPPLIERS PRODUCT WARRANTY PRODUCT LIABILITY AND RECALL CAMPAIGNS PRICES AND PAYMENTS DISCONTINUATION OF PRODUCT MANUFACTURE SPARE PARTS TRADEMARKS TOOLING INSPECTION INTELLECTUAL PROPERTY RIGHTS CONFIDENTIALITY FORCE MAJEURE TERMINATION EFFECTS OF TERMINATION MISCELLANEOUS ENCLOSURES FINANCIAL STATEMENTS DELIVERY TO PURCHASER ACCEPTANCE OF THE PURCHASING GENERAL TERMS AND CONDITIONS BY THE SUPPLIER AFFILIATE COMPANIES CODE OF CONDUCT AND SUPPLIERS ORGANISATION MODEL pag. 2 pag. 3 pag. 3 pag. 4 pag. 5 pag. 5 pag. 6 pag. 6 pag. 7 pag. 7 pag. 8 pag. 9 pag. 9 pag. 10 pag. 10 pag. 10 pag. 10 pag. 10 pag. 11 pag. 12 pag. 12 pag. 13 pag. 13 pag. 14 pag. 14 pag. 15 pag. 15

HANDLING ON INTERLEAF

Edition
1

Date
21.12.2006 New.

Description of modifications

Group

CFO

ANY HARD COPY IN YOUR POSSESSION SHOULD BE CONSIDERED NOT UPTODATE. SEE RELEVAT WEB SITE FOR UPTODATE DOCUMENT PUBLISHED BY SATIZ NORMAZIONE

IVECO S t a n d a r d
1 1.1 DEFINIZIONI

180001

Page Date

2/16 21.12.2006

The capitalised terms HEREINBELOW shall have the following meaning: Instrumental good(s): means the instrumental tools and equipment detailed and ruled in Article 16 hereinafter and in Enclosure 1 hereto; Purchaser: means IVECO S.p.a. and/or each and all its Affiliate Companies; General Terms: means these general terms and conditions of purchasing; Special Terms: means the particular terms and/or conditions for the development and/or the supply of Products agreed in writing by and between the Parties, within the Supply Agreement or within a separate agreement, with the express will of integrating or derogating to these General Terms; Supply Agreement(s): means the agreement(s) from time to time executed by and between Purchaser and Supplier for the supply of the Product(s) through either the joint execution of a specific supply agreement, or the Suppliers acceptance of the Purchase Order, according to Article 3. hereinafter. The Supply Agreement(s) shall be governed by: (i) these General Terms, its Enclosures included, and (ii) the Special Terms, if any; Technical Documentation: means all designs, technical specifications, handbooks for use, repair and maintenance of the Products, technical information and more generally all the technical documentation referring to the Product; Supplier: means the legal entity who signs these General Terms and each of its Affiliate Companies, which shall supply the Products to Purchaser as a consequence of and in compliance to a Supply Agreement; Manuals: means all handbooks for installation, use, maintenance and repair of the Product(s); Legal Requirement(s): means any law, regulatory, administrative or judiciary award and / or provisions in force, or to be entered in force (i) in the countries where Purchaser markets the Products acquired from Supplier (and either fitting them on the Vehicles, or otherwise separately marketing them) at the time of the delivery to Purchaser of the single Product or (ii) in the countries where the Products will be marketed in the future, as far as known or should be known by Supplier with its ordinary care; Purchase Order(s) or more simply Order(s): means the request, addressed to Supplier by Purchaser, in compliance with means and procedures used by Purchaser at the time of orders issue, for the purchasing of Products, through the form used from time to time by Purchaser; Parties: means collectively Supplier and Purchaser; Programming Procedure: means the procedure related to the scheduling of the Product deliveries, as set forth in Enclosure 2, which shall be followed and complied with by both Supplier and Purchaser when the Purchaser issues an Open Order;
PUBLISHED BY SATIZ NORMAZIONE

IVECO S t a n d a r d

180001

Page Date

3/16 21.12.2006

Product(s): means the production material(s) or automotive component(s) which shall form the object of the Supply Agreement, to be incorporated or fitted into the Vehicle or into another products, or to be distributed by Supplier as component(s), spare part(s) or accessory(ies) in the market; Affiliate Companies: means each and all the company (i) in which a Party owns more than 50 (fifty)% of the shares or the voting rights or (ii) which a Party otherwise controls by exercising a dominant influence; Vehicle(s): means the vehicle(s) manufactured, marked and marketed by Purchaser or its Affiliates, into which the Product will be assembled and fitted.

2 2.1

SUPPLY AGREEMENT: GENERAL PRINCIPLES These General Terms and its related Enclosures form an integral and substantial part of the Supply Agreement and shall apply, even if not explicitly mentioned in such Supply Agreement, to any supply of Products from Supplier to Purchaser, starting from their written acceptance by Supplier; the former Iveco purchasing terms and conditions (ed. 1st march 1990 or precedent editions) will be no more applicable to forthcoming Supply Agreements. Supplier, at the time of signing these General Terms, take vision of the Enclosures by accepting them as an integral part of the Supply Agreement, and shall respect all the provisions therein unless otherwise agreed in writing by the Parties. Purchaser reserves itself the right to periodically update the Enclosures, by giving notice of such updating to Supplier, either on paperbase or on electronic device readable by Supplier. The updates to the Enclosures shall be considered as accepted by Supplier unless the latter expressly notifies in writing its intention not to accept them within 7 calendar days from the receipt. At any time, within the Supply Agreement or with separate written agreement, the Parties may agree upon Special Terms, also derogating the General Terms, which shall apply to the supplies of the Product from Supplier to Purchaser; in such a case, the General Terms and its Enclosures shall apply to all matters not expressly ruled by the Special Terms. Suppliers general terms and conditions of sale shall not apply to the supplies of Products from Supplier to Purchaser.

2.2

2.3

2.4

2.5

2.6

3 3.1

EXECUTION OF THE SUPPLY AGREEMENT The Supply Agreement may be executed either (i) by signing between the Parties of a specific written supply agreement that may be followed by an Order issued by the Purchaser only for internal administrative purposes and (ii) by the issuing of an Order by the Purchaser addressed to the Supplier without the signing of any previous specific supply agreement. The Order issued by the Purchaser shall be considered as accepted by Supplier at its receipt, unless this latter notifies in writing, by fax or email, to the Purchaser (and more precisely to the Purchasers employee which have issued said order, as expressly indicated therein) its intention not to accept said Order within 7 (seven) calendar days from its receipt, irrespective to the modalities of transmission. The Supplier may not refuse in any event an Order issued in connection with a specific supply agreement executed with the Purchaser and only for internal administrative purposes.

3.2

PUBLISHED BY SATIZ NORMAZIONE

IVECO S t a n d a r d
3.3 (i) (ii)

180001

Page Date

4/16 21.12.2006

The Purchaser Order shall include, but will be not limited to: the description of the Product(s), by reference to the code numbers, as per Article 18.6 hereinafter, as well as to the related drawings, designs and technical specifications; the references to related fixed volumes (in this case the Order is a Closed Order) or without fixing the initial volumes but referring to a program of supply (in this case the Order is an Open Order) as per Article 3.4 hereinafter;

(iii) the place of delivery of the Products; (iv) the terms and conditions of delivery of the Products; the Parties agree that, if not otherwise agreed in the Order, the terms and conditions of delivery shall be: DDP INCOTERMS 2000 Purchasers plant; (v) conditions of transport, packaging, as detailed in the Packaging Schedule, as per Article 6.1 hereinafter, that will be ever attached to the Purchase Order;

(vi) the Technical Documentation that Supplier shall prepare and hand over to Purchaser, together with the relevant terms and conditions of delivery; (vii) unit price of Product and price of the Instrumental Goods; (viii) terms and conditions of payment due to Purchaser. 3.4 In case of Open Order, Purchaser shall issue periodically a program of supply in accordance with the Logistic Procedure set forth in Enclosure 2 hereto. Only with regard to Open Orders (which are not issued in connection with a specific supply agreement executed by the Parties and only for internal administrative purposes) at any time Purchaser shall have the right to terminate the Open Order, with or without cause, by serving the Supplier with a written notice. In this case, the Purchaser shall only be bound to purchase the Products included in the binding program of supply with reference to the executive period became binding in accordance to the terms of the Logistic Procedure set forth in Enclosure 2 hereto. Consequently, Purchaser shall not be liable for any compensation for damages in favour of Supplier, as well for any reimbursement of costs and expenses borne by Supplier in connection with the Supply Agreement, other then those reimbursement expressly provided for in these General Terms. In case of termination of the Open Order, according to Article 3.5 above, the delivery back to the Purchaser of the Instrumental Goods as well as the Purchaser right of acquiring such Instrumental Goods will be ruled by the terms set forth in Enclosure 1.

3.5

3.6

4 4.1

CHARACTERISTICS OF THE PRODUCTS, MODIFICATIONS AND IMPROVEMENTS The Supplier shall deliver the Products in compliance with the technical and qualitative specifications set forth in the Supply Agreement. The Supplier shall not modify the Product, as well as to the characteristics agreed with the Purchaser, without the prior written consent of the Purchaser. If Purchaser rejects the modifications of the Product proposed by Supplier, Supplier shall continue to supply the Product to Purchaser in compliance with the original configuration and specifications as agreed before the proposed modification. At any time Purchaser may request the Supplier to implement and introduce modifications into the Product, within the reasonable terms indicated by Purchaser and in accordance with the economic conditions to be previously agreed in writing between the Parties. In such event, the Supplier commits to fulfil the Purchasers request, by taking care however to previously verify that the requested modifications do not compromise the correct design, the functional and qualitative characteristic as well as the safety of the Product.
PUBLISHED BY SATIZ NORMAZIONE

4.2

4.3

4.4

IVECO S t a n d a r d
4.5

180001

Page Date

5/16 21.12.2006

The Supplier shall make its best efforts to improve and innovate the Product, as well as to reduce the manufacturing costs and the related price applied to Purchaser and therefore the Supplier grants the Purchaser that the Products price offered to the Purchaser shall be ever in line with the prices applied by its best competitors. The Supplier shall promptly inform the Purchaser of any technical improvement or advancement developed by Supplier in relation to the Product. In this case, if Purchaser is interested in, Supplier and Purchaser shall determine in good faith terms and conditions of the Supply of such new or modified product. If during the performance of the Supply Agreement any Product as well as the relevant Technical Documentation to be prepared by the Supplier, are or shall be affected by mandatory provisions arising from any competent authority decision or from Legal Requirement, the Supplier at Suppliers cost and in compliance with the terms stated therein shall fully comply with such provisions or Legal Requirement in such a manner to ensure that the Products and/or the Technical Documentation, as the case may be, fully comply with the above mentioned such mandatory provisions or Legal Requirements. If during the performance of a Supply Agreement it becomes necessary, as a consequence of a modification of Legal Requirements concerning exclusively the Vehicles, to modify the Products, as well as the Technical Documentation to be prepared by the Supplier, the Supplier, upon Purchasers request, shall fully comply with such modified Legal Requirements and shall modify the Products and the Technical Documentation accordingly, in order to ensure the full correspondence of the Products and/or of the Technical Documentation to the abovementioned Legal Requirements modifications; in this event, Supplier and Purchaser shall agree in good faith the reimbursement to the Supplier of the costs to be borne for the modifications to be introduced to the Products and to the Technical Documentation.

4.6

4.7

5 5.1

TECHNICAL DOCUMENTATION AND MANUALS Unless otherwise agreed in writing between the Parties, Supplier shall make available to Purchaser the Technical Documentation in compliance with the Supply Agreement provisions, in paper or electronic form readable by Purchaser and according to the Purchaser request, within a reasonable period of time before the first delivery of the Product. In connection with each Product modification or improvement or innovation, Supplier shall promptly hand over to Purchaser, without any additional charge, a copy of the Technical Documentation reflecting such modification, improvement or innovation. Supplier shall maintain updated the Technical Documentation, in compliance with any applicable law and regulations and the Supplier, at its own costs and expenses, shall make periodically available to Purchaser such updating. In case of termination, irrespective the cause, of the Supply Agreement, the Supplier shall hand over to Purchaser the complete, final and updated version of the Technical Documentation. Irrespective to the means adopted for the transmission of the Technical Documentation, Purchaser shall have the right to use and copy such Technical Documentation, to convert it into its documentation, to use it for its Manuals, as well as for any further need of the Purchaser.

5.2

5.3

5.4

5.5

6 6.1

PACKAGING The Products shall be packaged in compliance with Purchaser instructions detailed in the packaging form attached to the Order and in such a manner to be transported, or otherwise handled, without risks for damages to Product as well as persons or real properties. Should the Order not contain any instruction, the packaging, transportation, handling, insurance and delivery of the Products shall be performed by Supplier at exclusively Suppliers costs and risks.
PUBLISHED BY SATIZ NORMAZIONE

6.2

IVECO S t a n d a r d
7 7.1

180001

Page Date

6/16 21.12.2006

PRODUCTS DELIVERY AND TERMS OF DELIVERY Products delivery shall be performed in accordance with the terms and conditions set forth in the Supply Agreement, with particular regard to the Order provisions and to the Logistic Procedure provisions, as per Enclosure 2 hereto, as well as to all the provisions stated in further enclosures attached to these General Terms; if the Order does not contain such indications, article 3.3 (iv) and 6.2 above shall apply. Product delivery shall take place when the Purchaser (or its employees or third parties to this extent entrusted by the Purchaser) materially receives the Product at the Purchaser plant or at any other place agreed by the Parties. The Parties hereby recognize that the delivery terms stated in the Order or in the Programming Procedure are essential and mandatory. The Supplier shall promptly notify Purchaser of any delay that may affect the Products delivery as well as of any and all remedy actions to be adopted by Supplier with a view to minimize the consequences of its failure. In any event, in case of delayed deliveries of Products, the Purchaser shall have the right to claim penalty in accordance with the percentages and criteria set forth in the Logistic Procedure as per Enclosure 2, without prejudice to the Purchasers right to recover all direct and indirect further losses and damages occurred. With the sole exception for what specified in Enclosure 2 in connection with the on consignment stock the title and risks in Products shall be transferred to Purchaser upon delivery as specified hereinabove; Supplier shall always deliver Products free from any third parties rights or claims. To the extent to minimize all the risks arising from failure in delivery, Supplier shall maintain, under its own responsibility and control, a stock of Products and shall keep the Purchaser well informed from time to time about its consistency.

7.2

7.3

7.4

7.5

7.6

7.7

8 8.1

ACCEPTANCE The Purchaser shall have the right, but not the obligation, to conduct upon delivery, any inspection on received Products with a view to ascertain its compliance with the Supply Agreement. In no event, the receipt of the Products shall be deemed or interpreted as an implied acceptance by Purchaser of Product conformity to the Supply Agreement nor an hindrance for any future claim or the exercising by Purchaser of its rights arising from the Supply Agreement. In addition to the foregoing, the Purchaser shall have the right (to be enforced by serving the Supplier with written notice): (i) not to accept partial or excessive deliveries of Products and therefore to reject and return at Suppliers costs, expenses and risks all the Product delivered not in compliance with the delivery terms and conditions; to warn the Supplier to remedy to such failure by means of additional deliveries to be performed within a reasonable period of time determined by Purchaser;

8.2

(ii)

(iii) to terminate the Supply Agreement by serving the Supplier with a written notice in case of serious breach of the Suppliers obligations related to the delivery and/or the compliance of the Products and therefore to source elsewhere at any time, in whole or in part, the supplies of Product object of the Supply Agreement at Suppliers costs and risks, without prejudice to the Purchaser right of recovering from Supplier all direct and indirect further losses and damages.
PUBLISHED BY SATIZ NORMAZIONE

IVECO S t a n d a r d
8.3

180001

Page Date

7/16 21.12.2006

Purchaser shall inform Supplier, on Suppliers request, about methods and procedure adopted for the inspection and testing of delivered Products. The Supplier hereby renounces and waives any right provided by the law, in the event that Purchaser notifies the non conformity of the Products in delay with respect to the terms established by applicable law.

8.4

9 9.1

TRANSFER OF RISKS All risk of damage or loss related to the Products shall pass to Purchaser on delivery, as per Article 7.1 above, in compliance with the relevant delivery Incoterm. In case of absence of specific or different terms and conditions of delivery in the Order, the Products delivery shall be : DDP (Delivery Duty Paid INCOTERMS 2000) at Purchasers plant.

9.2

10 10.1

SUPPLIERS PRODUCT WARRANTY The Supplier recognises to Purchaser a warranty on the supplied Products for the same period of time given by Purchaser to its endcustomers in connection with (i) the Vehicles into which the Products are incorporated, or (ii) other products and components, sold to endcustomers as distinct products, into which the Products are incorporated, or (iii) the Products resold by Purchaser as spare parts or accessories. The Purchaser shall take care to inform the Supplier about the term of warranty of the Vehicles and/or the other products sold by the Purchaser. For the duration of the warranty period indicated above at Article 10.1, the Supplier warrants the useful and safety operation of the Products and that the Products are free from defects in design, material, workmanship and production process, as well as they are in compliance with any other provision of the Supply Agreement and the quality standards contained in the Enclosures attached to these General Terms. In compliance with the warranty terms and conditions provided for in articles 10.1 and 10.2 above, the Supplier shall reimburse to Purchaser all costs, charges and expenses incurred by Purchaser, either directly or indirectly, for the repair, and/or the replacement of the Products which are ascertained to be out of order or defective; unless otherwise agreed in writing between the Parties, the repair and substitution of the defective products shall be made by the Purchaser or by its repair network. The reimbursement specified in article 10.3 above shall be calculated and performed in accordance with the Warranty Management Procedure and Product Campaign Management as per Enclosure 4 that constitutes an integral part of these General Terms. It is expressly agreed by the Parties that Iveco S.p.a. may exercise, on behalf of its Affiliate Companies, the rights and remedies related to the Products warranty, with particular regards to the reimbursement due to the Affiliate Company as per article 10.3 above, to be assessed and recognised in compliance with the procedure set forth in Enclosure 4. Claims devoted to exercise the Products warranty rights shall be notified from Purchaser to Supplier within 6 months from the expiry of the warranty period granted by Supplier as per article 10.1.

10.2

10.3

10.4

10.5

10.6

PUBLISHED BY SATIZ NORMAZIONE

IVECO S t a n d a r d
10.7

180001

Page Date

8/16 21.12.2006

The warranty stated in this article 10 doesnt prevent the Purchasers right to claim for direct and indirect damages in which Purchaser has incurred, or is incurring, as a consequence of the defectiveness, included, but not limited to, reimbursement of expenses for production discontinuance, recall campaigns, etc. In particular, the Supplier shall indemnify the Purchaser for all costs incurred for removing (also through recall campaigns, if necessary) such defects from the Products that, even if not related to Vehicles safety or to the compliance to Legal Requirements, are however of such gravity and frequency (even if occurred after the warranty period expiration), to be unacceptable for the Purchaser, according to measurement and endcustomersatisfaction standards in line with the practices of the most qualified automotive manufacturers. Upon Supplier request, the Purchaser will make available the defective Products to Supplier, at Suppliers cost and expense, for a period of two months starting from its replacement. The Purchaser shall have the right to make into scrap the defective Product not collected by Supplier within the period of time set down in art. 10.9 above, as well as to charge to the Supplier the costs and charges borne for such activity.

10.8

10.9

10.10

11 11.1

PRODUCT LIABILITY AND PRODUCT CAMPAIGNS Should at any time (even after the expire of the commercial warranty set forth in article 10 above) endcustomers, third parties or Italian or foreign authorities charge the Purchaser with the breach of any Legal Requirement related the protection of safety, health, environment and/or construction and/or homologation rules, etc. as a consequence of alleged defects, nonconformity with rules and regulations, lack of reliability or lack of safety of the vehicles arising directly or indirectly from the Products, the Supplier, safe in any case its own liability towards the damaged party and towards the public authorities, shall always keep the Purchaser fully indemnified and harmless from any and all claims towards the public authorities and the alleged damaged party. According to art 11.1 above, the Supplier shall be liable towards the Purchaser for a period of 15 years starting from the occurred delivery of each Product and shall keep the Purchaser fully indemnified and harmless from any and all cost and expenses as well as any damage direct as well as indirect, caused by the defectiveness or the lack of safety of the Product and/or by the non conformity with the Legal Requirements pointed out in article 11.1 above. To this extent, the Supplier shall execute and maintain in force for the 15year period hereinabove indicated, one or more insurance policy/ies with leading and well known insurance companies suitable for covering adequately Suppliers liability towards the Purchaser or third parties arising out or in connection with the Product defectiveness or lack of conformity; Purchaser shall be entitled to verify if the insurance policy is adequate as well as to request certain insurance coverage and amounts to be taken out by Supplier for any event occurred. The Supplier undertakes to assign all its rights under this insurance policies to the Purchaser at the first request of this latter. The Supplier shall provide the Purchaser with certificates or memoranda of such insurances as well as the related renewals thereof signed by the issuing company or agent or other information respecting such insurance at any time promptly upon Purchaser s request. Supplier shall reimburse all costs and expenses borne by Purchaser in connection with any and all the recall campaigns Purchaser determines to carry out with a view to replace or repair Products, or part thereof, which could affect the safety or reliability of (i) the Products, (ii) the Vehicles, (iii) the components or vehicles into which the Product, or part thereof, is incorporated or fitted.

11.2

11.3

11.4

PUBLISHED BY SATIZ NORMAZIONE

IVECO S t a n d a r d

180001

Page Date

9/16 21.12.2006

Supplier shall conform to the Product Campaign Management as detailed in Enclosure 4 to these General Terms. If Supplier is aware of a possible defectiveness or risks of defectiveness able to compromise the quality, reliability, safety of (i) the Products, (ii) the Vehicles, (iii) the components or vehicles into which the Products or part thereof are incorporated or fitted, shall promptly notify without delay the Purchaser providing any and all support to individuate the Products, repair or replace the Product, without any costs and charges for Purchaser, as well as to eliminate any risks and/or compensate third parties for any damages suffered to persons and property. 11.5 The preparation by the Purchaser of the Technical Documentation for the development or supply of Products shall not exclude or limit the liability of the Supplier for defectiveness and/or lack of safety of the Product.

12 12.1

PRICES AND PAYMENTS\ The price to be paid for Products, as detailed in the Order, shall include the cost for packaging and transport and may be modified only by previous agreement in writing between the Parties. Purchaser has the right to set off any payment due to Supplier under the Supply Agreement with any credit, whatsoever the title and even if not already receivable, owned by the Purchaser towards the Supplier including also any credit deriving from any Supplier failure of its obligations under the Supply Agreement or otherwise. Supplier shall not transfer, in whole or in part, any credit or other economic advantages arising out the Supply Agreement, without the prior written consent of the Purchaser. In case of material breach of Suppliers obligations under the Supply Agreement, the Purchaser, until the breach is not remedied, shall have the right to suspend payments of the Products, subject to written notice to Supplier. The payment carried out by the Purchaser for the Product shall never constitute acceptance or recognition (i) of the Products compliance to the Supply Agreement as well as (ii) the Supplier correct performance of the relevant obligations under the Supply Agreement. Should the Purchaser delay the payment of the invoices issued by Supplier in accordance with the Supply Agreement, the Purchaser shall pay interest for delayed payment in accordance with the legal interest rate set forth by the Italian Civil Code.

12.2

12.3

12.4

12.5

12.6

13 13.1

DISCONTINUATION OF PRODUCT MANUFACTURE Irrespective of Suppliers obligations to fulfil the Supply Agreement, should Supplier decide to discontinue the manufacture of the Product it shall immediately provide written notice of such decision to the Purchaser, specifying the Product and/or version of the Product to be discontinued. The Purchaser shall have the right to request to Supplier, by means of a written notice to be served within 90 (ninety) days from the receipt of the above mentioned Suppliers notice, to continue to supply such Product, at the same terms and conditions in force at the time of the abovementioned discontinuation notice, as long as necessary to enable Purchaser to meet its preexisting contractual obligations towards its final customers or to any other third parties.

13.2

PUBLISHED BY SATIZ NORMAZIONE

IVECO S t a n d a r d
14 14.1 SPARE PARTS

180001

Page Date

10/16 21.12.2006

The Supplier shall grant to the Purchaser the supply of the Product as spare parts for after market purposes as long as necessary to enable Purchaser to fulfil accrued liabilities in relation to the final customers of Products, Vehicles, the vehicles or components into which Products have been installed or incorporated and however for a period of time no less than the period provided in Article 4 of Enclosure 5 to these General Terms. Terms and conditions of supply and delivery of Products to be used as spare parts shall be in accordance with the provisions set forth in Enclosure 5 attached to these General Terms.

14.2

15 15.1

TRADEMARKS The affixing of the name(s) and/or trademark(s) of Purchaser and/or its Affiliate Companies on the Product as well as the name(s) and/or trademark(s) of Supplier shall be in accordance with the mutual agreement of the Parties in writing, except for any mandatory rules established by the applicable laws and regulations. The use of the name(s) and/or trademark(s) of the Purchaser and/or its Affiliate Companies by Supplier in any commercial and advertising activity, shall be in accordance with the mutual agreement of the Parties in writing.

15.2

16 16.1

TOOLING The terms and conditions of use or transfer of the Instrumental Goods, equipment, or other similar items used for the production, diagnostic, handling, transport of the Products or part thereof, or more generally for the performance of the Supply Agreement (hereinafter referred to as Tooling), (i) made available by Purchaser to Supplier for temporary use; (ii) acquired by Supplier with the Purchaser contribution; or (iii) acquired by Supplier exclusively for the performance of the Supply Agreement(s), shall be regulated upon the General Conditions of Use of Instrumental Goods as per Enclosure 1 to these General Terms.

17 17.1

INSPECTION At any time the Purchaser, by informing the Supplier with a reasonable period of time, shall have the right to inspect Suppliers manufacturing premises in order to ascertain the performance by Supplier of all necessary activities for the compliance with the Supply Agreement. Moreover, should the supplied Products be fitted or incorporated by Purchaser into products devoted to be supplied to Ministries of Defence or similar public entities of N.A.T.O. Member States, Supplier shall carefully submit such Products to quality inspection conducted by such Ministries and entities, or by their authorized representatives, in compliance with the applicable laws and regulations adopted by such Ministries and entities. Purchaser shall inform Supplier about the activities that the Supplier shall have to arrange in case of quality inspections as per article 17.2 above.

17.2

17.3

18 18.1

INTELLECTUAL PROPERTY RIGHTS Supplier grants that the production, use and marketing of the Products do not and shall not breach any industrial and intellectual property rights of third parties.

PUBLISHED BY SATIZ NORMAZIONE

IVECO S t a n d a r d
18.2

180001

Page Date

11/16 21.12.2006

Should the industrial and intellectual property rights be owed to the Supplier, this latter shall indemnify and hold Purchaser harmless from and against all liabilities, costs, damages, claims and expenses incurred or to be incurred in respect of any claim or action having as object any alleged infringement of third parties intellectual and industrial property rights (by way of example, invention, patents, utility models, designs and models, copyrights, trademarks etc). In such event, the Purchaser shall promptly notify the Supplier in writing and Supplier shall make available to Purchaser without delay all information and data necessary for Purchaser to be in the position to conduct autonomously the defence against such claims or actions. Purchaser may, at its sole discretion, decide to involve Supplier in conducting the defence. In any event, costs and expenses shall be charged exclusively to the Supplier. Supplier shall indicate to Purchaser the intellectual property rights which Supplier has the ownership or license or which are however used by Supplier for the manufacture of the Products or however interfere with their use and marketing. Unless otherwise agreed by the Parties, all industrial and intellectual property rights related to: (i) (ii) the Technical Documentation made available by Purchaser to Supplier for the development of the Product or for the performance of the Supply Agreement; or the Product developed by Supplier based (a) on a codesign contract with the Purchaser or, (b) on the Technical Documentation provided by the Purchaser;

18.3

18.4

shall remain exclusively with the Purchaser. 18.5 Supplier shall not disclaim or copy in whatsoever manner, without the prior written consent of the Purchaser: (i) (ii) the Technical Documentation provided by Purchaser for the development of the Product or for the performance the Supply Agreement; the Technical Documentation prepared by Supplier in performing Special Terms establishing such prohibition.

18.6

The Purchaser shall grant to Supplier the non exclusive right to use the code number, which forms an integral part of a complex system adopted by Purchaser, that also the Supplier is bound to adopt to classify, identify and manage the Product and the component thereof.

19 19.1

CONFIDENTIALITY Each Party shall treat as business secrets and shall keep confidential all commercial and technical information of the other Party which comes to its knowledge during the performance of the Supply Agreement, unless such information is or becomes of public knowledge without breach of the receiving Party. The Supplier shall include the same provision in all the agreements with its subcontractors in such a manner to ensure that all subcontractors are contractually bound to comply with the same obligation. The Supplier undertakes not to disclose its commercial relationship with the Purchaser without Purchasers previous written consent. The Technical Documentation prepared by Supplier, shall be used by Purchaser for the preparation of Manuals as well as for any further need in order to put Purchaser in the position to perform its contractual and extracontractual obligations towards final users or third parties.

19.2

19.3

19.4

PUBLISHED BY SATIZ NORMAZIONE

IVECO S t a n d a r d
20 20.1 FORCE MAJEURE

180001

Page Date

12/16 21.12.2006

If a force majeure event prevents the proper performance of any obligation under the Supply Agreement, the affected Party shall not be liable for such non performance for the period of time to be agreed by the Parties having regard to the nature of the force majeure event. A force majeure event cannot be invoked when it arises after the expiration of the term for performance originally agreed. The affected Party shall give promptly written notice thereof to the other Party stating the nature of the event. The affected Party shall take all reasonable actions necessary to avoid or minimise the consequences of such force majeure event. For the purposes of this provision the force majeure event shall be deemed an event beyond the reasonable control of the affected Party, preventing or impeding the due performance of one or more obligations set forth in the Supply Agreement. Subcontractors delay shall not be deemed as force majeure events, unless such delay is caused by a force majeure event. Should a force majeure event reasonably prevent the Purchaser from complying with its production needs and requirements and then cause a production interruption at its premises, the Purchaser shall be entitled to cancel the Order and/ or to terminate the Supply Agreement and /or to temporary purchase Products from any third party if the Purchaser deems, at its own discretion, said temporary measure being feasible or not unreasonably expensive.

20.2

20.3

20.4

21 21.1 21.1.1

TERMINATION Termination by Purchaser of the Supply Agreement The Purchaser may terminate the Supply Agreement if the Supplier fails to perform any of its obligations under the Supply Agreement and has not remedied within the term given and notified by Purchaser with written notice where the nature of the breach and the requested remedy/ies are specified. Irrespective of any provision set forth in this article 21, the Purchaser shall always have the right to terminate the Supply Agreement by serving a simple written communication, no term of notice required, if the Supplier does not fulfil any obligation under the Supply Agreement and such breach be of so fundamental importance (either from a qualitative or quantitative point of view) to compromise the Suppliers confidence on the fulfilment of the Supply Agreement by the Supplier. Termination by notice Either Party may terminate the Supply Agreement with immediate effect from the receipt of the written notice by the other Party, when one of the following events occurs: a) the other Party is unable to comply with any of its obligations under the Supply Agreement, as a result of the occurrence of a Force Majeure event, as provided for in Article 20 above. b) the other Party has commenced proceeding of voluntary liquidation, voluntary or judicial reorganisation of debt with all the creditors, and general assignment for the benefit of its creditors.

21.1.2

21.2 21.2.1

PUBLISHED BY SATIZ NORMAZIONE

IVECO S t a n d a r d
21.3 21.3.1

180001

Page Date

13/16 21.12.2006

Suspension of the performance of the Supply Agreement and subsequent termination by notice Purchaser shall always have the right to suspend the performance of the Supply Agreement through simple written notice, if it is foreseeable, from any kind of circumstances, acts or factual situations, that Supplier is not able to assure the normal fulfilment of its obligations (including, by way of example, in case of delay or lack of payments to employees, social security institutions, tax authorities, suppliers, banks, protest of a bill, execution sales, annulment of licences or authorisations, etc.). If the situations of paragraph 21.3.1 above do not cease within 10 (ten) days from the receipt by Supplier of the aforesaid written communication, Purchaser shall have the right to terminate the Supply Agreement, by means of a simple written notice. Termination for specific breaches The Purchaser shall always have the right to terminate the Supply Agreement, by written notice to be served to Supplier, should the Supplier run into any of the following breaches: a) the delay in delivering the Products and/or the spare parts exceed the terms set forth in article 8 of Enclosure 2 (Logistic procedure) and article 7 of Enclosure 5 (Spare Parts Procedure); b) the Supplier does not realise the effective solutions devoted to eliminate the repeated critical failure of Products, according to the provision set forth in article 6.2 last paragraph of Enclosure 3 (Suppliers Quality Procedure); c) the Supplier does not realise the corrective interventions when Iveco refuses the approval to the supply start up, according to the provision set forth in article 7.4. of Enclosure 3 (Supplier Quality Procedure); d) the Supplier commits the forbidden use of trademarks, logos, names and distinctive signs which are forbidden according to article 8.2. last paragraph of Enclosure 5 (Spare Parts Procedure).

21.3.2

21.4 21.4.1

22 22.1

EFFECTS OF THE TERMINATION The termination referred to in article 21 above shall be without prejudice to the rights accrued by the Parties and which, according to their nature or the agreement reached by the Parties, shall remain effective and in force after termination.

23 23.1 23.2

MISCELLANEOUS The headings in the General Terms, are solely for convenience or reference and shall not govern or integrate the interpretation of any terms or provisions thereto. Purchaser may, at any time, assign, or transfer otherwise the Supply Agreement to third parties without the prior consent of Supplier. Supplier shall not assign, in whole or in part, the Supply Agreement or any of the obligations therein or any credit arising from the Supply Agreement; however Purchaser may authorise subsupply of part of Products, subject to the acceptance from the subcontractor of all the obligations undertaken by Supplier. In any event, the Supplier shall remain fully responsible towards Purchaser for any failure of its subcontractors to the provisions of the Supply Agreement and the Supplier hereby accepts to assign to Purchaser, upon Purchasers request, the rights and remedies deriving to the Supplier form the subsupply contract. The Purchaser shall have, in any event, the right to undertake contractual relationships directly with the subsupplier. All modifications, revisions or amendments to the provisions contained in the Supply Agreement shall request the written form as well as the mutual signature by both Parties, under penalty of invalidity and such modifications, revisions or amendments shall apply within the limit of the specific purposes given by the Parties.

23.3

PUBLISHED BY SATIZ NORMAZIONE

IVECO S t a n d a r d
23.4

180001

Page Date

14/16 21.12.2006

If any provision hereof is or is held by any competent court or authority to be invalid or unenforceable, such provision will be deemed severed and omitted, the remaining portions hereof continuing in full force and effect. If required, the Parties shall replace such invalid or unenforceable provision with a valid and enforceable provision, provided that the content of the General Terms or of the Supply Agreement is not materially altered. The nature of the commercial relationships between the Parties, as well as delays or omissions by Purchaser in exercising rights and remedies herein agreed shall in no way be considered as a waiver or as compliance to their exercise from the Purchaser and the rights deriving to the Purchaser by these General Terms should be considered additional and not substitute of the rights deriving from the laws and regulations in force. The terms of any Supply Agreement (including these General Terms and its Enclosures) shall be governed by and construed in accordance with the laws of Italy. The Supply Agreement, as well as these General Terms, are not subject to the application of the provisions of the Vienna Convention on the International Sales of Goods (1980). If any dispute arises out or in connection with the Supply Agreement or with these General Terms, the Parties will settle it by conciliation in accordance with the mediation procedure of the Arbitral Chamber of Commerce of Piemonte (Camera Arbitrale del Piemonte), in accordance with its procedure. The Parties commits themselves to submit any dispute to conciliation ADR Piemonte before beginning any action in court. If the Parties have not settled that dispute by conciliation within 45 (fortyfive) days from when the conciliation has commenced, the dispute shall be decided by the court of Torino (Italy), having exclusive jurisdiction.

23.5

23.6 23.7 23.8

23.9

24 24.1

ENCLOSURES The Enclosures hereinafter listed are made a part hereof and form an integral part of these General Terms, as well as of the Supply Agreement(s): GENERAL CONDITIONS OF USE OF INSTRUMENTAL GOODS LOGISTIC PROCEDURE SUPPLIERS QUALITY PROCEDURE WARRANTY MANAGEMENT PROCEDURE AND PRODUCT CAMPAIGN MANAGEMENT SPARE PARTS PROCEDURE FIAT GROUP CODE OF CONDUCT ORGANISATION, MANAGEMENT AND CONTROL MODEL IN TERMS OF LEGISLATIVE DECREE 231/2001 ed. 1 ed.1 ed.1 ed.1 ed.1 ed.1

ENCLOSURE 1 ENCLOSURE 2 ENCLOSURE 3 ENCLOSURE 4

ENCLOSURE 5 ENCLOSURE 6 Part 1 ENCLOSURE 6 Part 2

ed.1

25 25.1

SUPPLIERS FINANCIAL STATEMENTS DELIVERY TO PURCHASER The Supplier shall deliver to Purchaser a copy of its yearly financial statements (yearly accounts as well as consolidated financial statements, if any) as well as copy of the financial statements of its Affiliated Companies, on or before 30 (thirty) days from the relevant approval.

PUBLISHED BY SATIZ NORMAZIONE

IVECO S t a n d a r d
26 26.1

180001

Page Date

15/16 21.12.2006

GENERAL TERMS ACCEPTANCE BY THE SUPPLIER AFFILIATED COMPANIES According to article 1381 of the Italian civil code, the Supplier signing these General Terms grants the Purchaser that all the Supply Agreements which shall be executed between Purchaser and any Suppliers Affiliate Company shall be ruled and governed by these General Terms.

27 27.1

CODE OF CONDUCT AND PURCHASER ORGANISATION MODEL Supplier declares to know and to have took note of the provisions of Italian Legislative Decree 08.06.2001, n. 231 (hereinafter the Decree) and commits to follow, in executing the Supply Agreement(s), the principles of transparency and fair dealing as well as to comply with the Decree itself, moreover declaring to have never incurred in one of the criminal offences herein provided. Supplier is aware of the fact that the Decree provides for the direct liability of the juridical entity, when a range of criminal offences are committed by its employees, in addition to the liability of the phisical person who committed the crime (i.e. criminal offences towards Public Authorities as bribery, fraud, etc.). Supplier declares to know and to have took note that that Purchaser, in accordance with the Decree, has adopted the Modello di Gestione Organizzazione e Controllo (Organization and Control Model, hereinafter the Model) as well as the Codice di Condotta showing the ethic principles for conducting business of the Gruppo Fiat (Code of Conduct that can be also download from the website www.iveco.com) attached in Enclosure 6 Part 1 to these General Terms, and to undertake to comply with the principles herein contained. Infringement by Supplier of the provisions of the Decree and/or of the Code of Conduct will constitute a fundamental breach of the Supply Agreements, and Purchaser shall have the right to terminate any and all Supply Agreements with immediate effect by means of simple written notice to Supplier, in accordance with the provision of Article 1456 of Italian civil code, without prejudice to Purchasers right to claim compensation for any and all damages suffered due to such infringement as, as a mere example, compensation for the sanctions set forth in the Decree. The list of criminal offences is definite but such list should be enlarged in the future and therefore this clause atrticle shall be interpreted in oder to include all criminal offences provided into the Decree, even if set forth after the date of signature of theseGeneral Terms.

27.2

27.3

27.4

27.5

The Supplier (Date, seal and signature)

PUBLISHED BY SATIZ NORMAZIONE

IVECO S t a n d a r d

180001

Page Date

16/16 21.12.2006

Supplier declares to have carefully read and examined, and hereby specifically approves, pursuant to Article 1341 and 1342 Italian civil code, the following provisions:

Art. 2.4 Art. 3.2 Art. 3.5 Art. 8.2 (iii) Art. 8.4 Art. 12.3 Art. 12.4 Art. 21.1 Art. 21.2 Art. 21.3 Art. 21.4 Art. 23.2 Art. 23.8 Art. 23.9 Art. 27.4 Allegato 1 Art. 7 Allegato 2 Art. 2.4

Purchasers acceptance of the updates of the Enclosures, should the Purchaser not expressly refuse them within 7 days from receipt Purchasers acceptance of the Order issued by Iveco, should the Purchaser not expressly refuse it within 7 days from receipt Purchaser right to terminate by notice the Open Order) Purchaser right to terminate the Supply Agreement by material breach to the obligations related to delivery and/or compliance of the Products Waiver to the right to object the forfeiture because the omitted notice of defects No credits assignment Payment suspension Purchaser right to terminate the Supply Agreement by breach Termination by notice of the Supply Agreement Suspension of the performance of the Supply Agreement Termination for specific breaches No Supply Agreement assignment No subcontracting by the Supplier ADR procedure Court exclusively competent for settlement of disputes Purchaser right to terminate the Supply Agreeements for breach of the Supplier to the provisions of the Decree and/or the Code of Conduct Option to Iveco for the purchase of the Instrumental Goods Waiver of the Purchaser claims, actions and exceptions related to the delivery way for the Supply Program as well as related to the content of the electronic or IT device provided by Iveco

The Supplier (Date, seal and signature)

STANDARDS QUOTED IVECO STD.: 180001A001, 180001A002, 180001A003, 180001A006 Parte 1, 180001A006 Parte 2.
PUBLISHED BY SATIZ NORMAZIONE

180001A004,

180001A005,