Terms & Conditions

Methode Terms and Conditions for Production Purchasing (EU)

1.

General

1.1.

The following terms and conditions (“Terms & Conditions”) shall apply to all purchase orders

and supply agreements between Methode Electronics Inc. (and all of its affiliated companies) (“Buyer”)

and its suppliers (“Seller”).

1.2.

Seller has read and understands these Terms and Conditions, and agrees that Seller’s written

acceptance or commencement of any work or service under this Contract shall constitute Seller’s

acceptance of these Terms and Conditions. Any terms or conditions proposed by Seller which are

different from or in addition to these Terms and Conditions shall be deemed rejected by Buyer, except

to the extent that an authorized officer of Buyer expressly agrees in writing to any such proposal and

are done in accordance with Paragraph 39.1. These Terms & Conditions, together with any applicable

purchase orders and/or supply agreements, and any attachments, appendixes, exhibits, or

supplements specifically referenced in any such purchase orders and/or supply agreements, constitute

the entire agreement between Seller and Buyer with respect to the matter contained herein (hereinafter

referred to as “Contract”) and such Contract supersedes all prior oral or written representations and

agreements.

2.

Packing, Shipping and Delivery.

2.1.

Seller shall: (a) properly pack, mark and ship goods in accordance with the requirements of

Buyer, the involved carriers, and, if applicable, the country of destination; packaging shall be suitable

for the type of good including, where appropriate, long-distance transport, moistureproof, waterproof,

shockproof, rustproof, resistant to rough loading and unloading, and consistent with industry practices

and standards, so as to prevent the goods from being damaged and cause the goods to be delivered

properly to Buyer; (b) route shipments in accordance with Buyer’s instructions; (c) make no charge to

the Buyer for handling, packaging, storage, transportation or drayage of goods, unless otherwise stated

in this Contract; (d) provide with each shipment packing slips with Buyer’s contract and/or order number

and date of shipment marked thereon; (e) properly mark each package with a label/tag according to

Buyer’s instructions; (f) promptly forward the original bill of lading or other shipping receipts with the

correct classification and identification of the goods shipped in accordance with Buyer’s instructions

and carrier’s requirements; (g) mark each package and identify the goods on packing slips, bills of

lading and invoices (when required) to enable Buyer to easily identify the goods purchased; (h) at the

request of Buyer, provide electronic versions of documents and information related to the shipping and

delivery of goods herein; and (i) promptly notify Buyer in writing if Seller is unable to comply with the

shipping instructions in this Contract. Buyer may charge Seller for damage to or deterioration of any

goods resulting from improper packing or packaging.

2.2.

Unless otherwise stipulated in this Contract, title and risk of goods under this Contract shall be

transferred from Seller to Buyer when goods are delivered to Buyer’s premises or other places

designated by Buyer.

3.

Schedule and Quantity.

3.1.

Time and quantity are of the essence in Seller’s performance hereunder, and Seller shall

strictly adhere to the schedules and quantity specified in Buyer’s purchase order, releases or other

contract documents. Seller warrants that it has the capacity to attain the standard weekly requirement

(“SWR”), if any, set forth in the purchase order. Seller also warrants that it has the capacity to attain the

maximum weekly requirement (“MWR”), defined as the standard weekly requirement plus 20%, without

any additional cost to Buyer or Buyer’s resources (including additional equipment or tooling) on a

sustained basis. Without any cost to Buyer, Buyer shall have the right to return without payment any

goods delivered to Buyer which are not on time or are in excess of quantities specified in Buyer’s

purchase order or release, whichever is applicable. For orders in which quantities and/or delivery

schedules are not specified, Seller shall deliver goods in such quantities and times as Buyer may

direct.

Methode Terms and Conditions for Production Purchasing (EU) (September 2020)

3.2.

In the event of any anticipated or actual delay, including, but not limited to, delays attributed to

labour disputes, Seller shall: (a) promptly notify Buyer in writing of the reasons for the delay and the

actions being taken to overcome or minimize the delay; and (b) provide Buyer with a written recovery

schedule. Unless Seller is excused from prompt performance as provided in Paragraph 21 of this

Contract, Buyer shall have the right to: (a) choose other transportation service providers and require a

more expeditious method of transportation for the goods than the transportation method originally

specified by Buyer, such transportation expense incurred by Buyer to be borne by Seller; or (b) order

the goods from an alternative source and charge Seller the difference in price between the alternative

goods and the Contract goods. Seller shall be liable for all additional costs incurred by Buyer as a result

thereof, including, but not limited to, price difference (including imported parts), transportation fee,

related overtime pay, and all losses arising from Seller’s delay of delivery to Buyer’s customers.

4.

Suspension of Work. Buyer may, by written order, change the rate of scheduled shipments or direct

temporary suspension of all or part of scheduled shipments, neither of which shall entitle Seller to a

modification of the price for goods covered by this Contract.

5.

Quality Control; Inspection.

5.1.

Seller agrees to participate in Buyer’s supplier quality and development program(s) and to

comply with all quality requirements and procedures specified by Buyer, as revised from time to time,

including those applicable to Seller as set forth in Buyer’s supplier quality manual or vendor

requirements available online at http://supplier.methode.com. Seller shall permit Buyer to review

procedures, practices, processes and related documents to ensure such compliance.

5.2.

Buyer and Buyer’s customers may enter Seller’s facility, including Seller’s subcontractors’

facilities, at reasonable times, including during the period of manufacture and prior to and after delivery,

to inspect such facility and the goods, materials and any property of Buyer covered by this Contract.

Seller shall furnish, and require its subcontractors to furnish, without additional charge to Buyer,

reasonable facilities and assistance for the safe and convenient performance of such inspections.

5.3.

Seller shall immediately notify Buyer in writing when discrepancies in Seller’s process or

materials are discovered or suspected which may affect the goods delivered or to be delivered under

this Contract.

6.

Nonconforming Goods.

6.1.

Buyer has the right to inspect any and all of the goods, both prior to and after making payment.

Seller acknowledges and agrees that Buyer may choose not to perform incoming inspections with

respect to the goods, without prejudice to any rights or remedies available to Buyer hereunder or at law

and Seller waives any rights to require Buyer to conduct such inspections. Buyer’s inspection of the

goods, whether during manufacture, prior to delivery or within a reasonable time after delivery, or

Buyer’s failure to inspect shall not constitute Buyer’s acceptance of any work-in-process or finished

goods.

6.2.

To the extent Buyer rejects goods as nonconforming, the quantities under this Contract will

automatically be reduced unless Buyer notifies Seller otherwise. Seller will not replace quantities so

reduced without a new written requirement or delivery schedule from Buyer. Seller, at its expense and

risk, shall withdraw such nonconforming goods in accordance with Buyer’s instructions. Seller’s failure

to withdraw nonconforming goods within the period stipulated in Buyer’s instructions or such shorter

period as may be commercially reasonable under the circumstances, after notice of nonconformity,

shall entitle Buyer at its option, to charge Seller for storage and handling, or to dispose of the goods,

without any liability to Buyer. Notwithstanding the foregoing, Buyer may at its option and at Seller’s

expense: (a) return the nonconforming goods for credit or refund; (b) return the nonconforming goods

and require Seller to promptly correct or replace the goods; (c) retain the nonconforming goods and

either repair the goods itself or request Seller do so, on or off-site; or (d) obtain replacement goods

from another source.

6.3.

Seller shall bear all costs and expenses and loss of value incurred as a result of or in

connection with nonconformance and repair, replacement or other correction.

Methode Terms and Conditions for Production Purchasing (EU) (September 2020)

6.4.

This Paragraph 6 shall not limit or impair Buyer’s right to assert any legal remedy pursuant to

or in connection with this Contract or relieve Seller’s responsibility for latent defects. Acceptance of

goods or services, or payment for goods or services, by Buyer shall not constitute acknowledgement of

the goods and services as conforming, and will not relieve Seller of any obligations or liabilities under

this Contract or impair any rights or remedies of Buyer.

7.

Invoice and Payment.

7.1.

Seller shall issue to Buyer an original invoice upon delivery of goods or services that shall

include Buyer’s contract and/or order number and line item number. Unless otherwise approved by

Buyer in writing, Seller shall not bill Buyer for the goods at prices higher than stated on the purchase

order. Seller shall accept payment by check or, at Buyer’s discretion, other cash equivalent (including

electronic transfer of funds). Seller shall promptly repay Buyer any amounts paid in excess of amounts

due Seller.

7.2.

Seller warrants that the prices for the goods sold or services provided to Buyer are not higher

than those extended to any other customer for the same or similar goods or services in similar

quantities. If Seller violates this warranty, Seller shall retroactively reduce the prices hereof

correspondingly.

8.

Taxes. Unless otherwise provided by this Contract, the price of this Contract includes, and Seller is

liable for and shall pay, all taxes, duties, and similar levies imposed on Seller. Buyer shall not be

responsible or liable for any tax, duty or similar levy against Seller.

9.

Changes.

9.1.

Buyer reserves the right at any time to direct changes, or cause Seller to make changes, to

drawings and specifications of the goods or to otherwise change the scope of the work covered by this

Contract, including work with respect to such matters as inspection, testing or quality control. Seller

shall promptly make such changes, provided that if such change increases or decreases the cost or

time required to perform this Contract, Buyer and Seller shall negotiate an equitable adjustment in the

price or schedule, or both, to reflect the increase or decrease. Any changes to this Contract shall be

made in accordance with Paragraph 39.1.

9.2.

Parts Approval Process. Without prior written approval of Buyer, Seller shall not make any

change in material, specification or manufacturing process or make any modifications whatsoever once

the parts have passed Production Parts Approval Process (“PPAP”) or any similar approval process.

10.

Service and Replacement Parts.

10.1. Seller will sell to Buyer goods necessary for it to fulfill its current model service and

replacement parts requirements at the price(s) specified in the purchase order for the goods. If the

goods are components or parts of systems or modules, Seller will sell the components or parts that

comprise the system or module at price(s) that shall not, in the aggregate, exceed the purchase order

price of the system or module less assembly costs.

10.2. During the fifteen (15) year period after Buyer completes current model purchasing or the

period stated in the purchase order, Seller shall maintain, at its expense, the ability to and shall sell

service and replacement parts to Buyer to fulfill Buyer’s past model service and replacement parts

requirements. Unless otherwise agreed to by Buyer, the price(s) during the first three (3) years of this

period shall be the price(s) in effect at the conclusion of current model purchases. For the remainder of

this period, the price(s) for goods shall be negotiated by the parties in good faith.

10.3. When requested by Buyer, Seller shall make literature and other materials available at no

additional charge to support Buyer’s service and replacement parts sales activities.

Methode Terms and Conditions for Production Purchasing (EU) (September 2020)

11.

Buyer’s Property.

1.1. All supplies, materials, drawings, machinery, data, equipment, tools, jigs, dies, gauges, fixtures,

moulds, patterns and other items furnished by Buyer, either directly or indirectly, to Seller to perform

this Contract, or for which Seller has been reimbursed by Buyer, shall be and remain the property of

Buyer and held by Seller on a bailment basis (“Buyer’s Property”).

11.2. Buyer shall make no warranty on the quality of Buyer’s Property, and Seller shall inspect any

and all of such Buyer’s Property before taking possession, custody or control as a bailment. Seller

assumes all risk of loss, destruction or damage to Buyer’s Property while in Seller’s possession,

custody or control, including any transfer to Seller’s subcontractors.

11.3. Seller at its expense shall: (a) properly house Buyer’s Property to a commercially reasonable

standard; (b) maintain Buyer’s Property, including its repair or replacement, in the condition

necessary to produce the goods in accordance with the terms of the purchase order and this Contract

and be responsible for all wear and tear, excluding normal wear and tear; (c) conspicuously mark

Buyer’s Property as the property of Buyer or otherwise cooperate with Buyer’s procedures regarding

the identification of Buyer’s Property; (d) prevent the commingling of Buyer’s Property with property

owned by Seller or a third party; (e) obtain Buyer’s prior written consent before moving Buyer’s

Property to another location of Seller or a third party; (f) use Buyer’s Property solely in the

performance of this Contract unless specifically authorized in writing by Buyer; (g) keep and maintain,

and provide proof upon Buyer’s request of, adequate insurance against risk of loss, destruction or

damage to Buyer’s Property, even if it occurs despite Seller’s exercise of due care; and (h) promptly

notify Buyer if Buyer’s Property is lost, stolen, damaged or destroyed. Buyer may, with five (5) days

prior written notice, audit all pertinent documents of Seller and its subcontractors, and make

reasonable inspection of Seller’s and its subcontractor’s premises, in order to verify compliance with

the provisions of this Paragraph 11.3.

11.4. Upon the request of Buyer and at Buyer’s option, Seller shall immediately release or deliver

Buyer’s Property to Buyer, either: (a) F.O.B. transport equipment at Seller’s plant, properly packed

and marked in accordance with the requirements of the carrier selected by Buyer to transport such

property; or (b) to any location designated by Buyer, in which event Buyer shall pay to Seller the

reasonable costs of delivering such property to such location. Seller is responsible for labour and

other costs of dismounting, dismantling and staging Buyer’s Property for release or delivery. Seller

agrees that in the event of its failure to hand over possession of Buyer’s Property immediately upon

Buyer’s request, Buyer shall be entitled to enter Seller’s premises and take possession thereof

without any written or oral notification and Seller shall provide assistance to Buyer under these

circumstances.

11.5. When permitted by laws, Seller waives any lien or other rights that Seller might otherwise have

in Buyer’s Property, including, but not limited to, any rights of setoff, recoupment or counterclaim

arising from this or any other transactions with Buyer.

11.6. Seller will require its subcontractors to be bound, through the use of consistent contractual

terms, to the terms and conditions of this Paragraph 11.

12.

Seller’s Property.

12.1. Unless otherwise agreed to by Buyer, Seller, at its expense, shall furnish, keep in good

condition, and replace when necessary all machinery, data, equipment, tools, jigs, drawings, dies,

gauges, fixtures, moulds, patterns and other items ("Seller’s Property") necessary for the production

of the goods under this Contract. The cost of changes to Seller’s Property necessary to make design

and specification changes authorized by Buyer with its prior written consent shall be paid for by

Buyer. Seller shall insure Seller’s Property with full fire and extended coverage insurance for its

replacement value thereof.

12.2. Seller grants Buyer an exclusive, irrevocable option to take possession of and title to Seller’s

Property that is special for the production of the goods upon payment to Seller of its net book value

and any amounts which Buyer has previously paid; provided, however, that this option shall not apply

if Seller’s Property is used to produce goods that are the standard stock of Seller or if a substantial

Methode Terms and Conditions for Production Purchasing (EU) (September 2020)

quantity of like goods are being sold by Seller to others. Seller shall promptly provide Buyer the

opportunity to inspect Seller’s Property and also provide information regarding Seller’s Property to the

Buyer upon request.

13.

Intellectual Property Rights.

13.1. “Intellectual Property Rights” means any and all: (a) copyrights, trademarks, and patents; (b)

rights relating to innovations, know-how, trade secrets, and confidential, technical, and non-technical

information; (c) moral rights, author's rights, and rights of publicity; and (d) other industrial, proprietary

and intellectual property-related rights anywhere in the world, that exist as of the date hereof or

hereafter come into existence, and all applications, renewals and extensions of the foregoing,

regardless of whether or not such rights have been registered with the appropriate authorities in such

jurisdictions in accordance with the relevant legislation. “Background Intellectual Property Rights”

means any Intellectual Property Rights developed or acquired by a party which does not qualify as

Developed Intellectual Property Rights. “Developed Intellectual Property Rights” means all Intellectual

Property Rights (including, but not limited to, all analyses, recommendations, reports, memoranda,

manuscripts, discoveries, designs, inventions or innovations, and in each case, whether or not

copyrightable or patentable) developed, written, conceived, discovered or made by Seller, its

subcontractors, or employees, which (a) are developed in whole or in part during the course of

performance of activities under this Contract and are paid for by Buyer (or a customer of Buyer), or

(b) are customizations, modifications, enhancements or derivatives of any Intellectual Property Rights

of Buyer or its licensors, or (c) are developed jointly by Buyer and Seller during the course of

performance of this Contract; excluding, in each case, any Intellectual Property Rights the ownership

of which is specifically addressed in a separate written contract between Buyer and Seller.

13.2. All Developed Intellectual Property Rights shall be the exclusive property of Buyer. Seller

agrees to execute all papers and provide reasonable assistance to Buyer necessary to vest

ownership in Buyer, and also to maintain the active status, of all such Developed Intellectual Property

Rights. Unless otherwise expressly authorized by Buyer in writing, Seller shall not use for any other

purpose than the performance of this Contract or manufacture, sell or otherwise dispose to third

parties any goods made by Seller or its subcontractors using Buyer’s Property or Buyer’s Intellectual

Property Rights.

13.3. Seller grants Buyer a perpetual, irrevocable, worldwide, nonexclusive, royalty-free license (with

rights to grant sublicenses through multiple tiers) under Seller’s Background Intellectual Property

Rights to sell, copy, distribute, display, perform, repair, rebuild, adapt, use, and otherwise freely

exploit in any and all media now known or later developed, all goods which Seller provides or has

provided to Buyer in connection with this Contract. Buyer acknowledges that the foregoing license

allows Buyer to fully utilize and exploit all goods and services sold by Seller to Buyer hereunder, but

does not confer to Buyer the right to manufacture or have manufactured any such goods. Seller

grants Buyer a perpetual, irrevocable, worldwide, nonexclusive license (with rights to grant

sublicenses through multiple tiers) to use, modify, install, compile, copy and run any software which

operates on such goods supplied by Buyer, but shall not distribute any copies of such software

separately from such goods.

13.4. Seller hereby represents and warrants to Buyer that all materials, devices, services, processes

and other information that Seller uses, copies or adapts hereunder are created originally by Seller

and/or are licensed lawfully to Seller, with rights to allow Seller to comply with this Contract.

13.5. Upon the occurrence of a Supply Interruption Event, Seller grants Buyer a perpetual,

irrevocable, worldwide, nonexclusive license (with rights to grant sublicenses through multiple tiers)

under Seller’s Background Intellectual Property Rights to make, have made, sell, copy, distribute,

display, perform, adapt and use, make derivative works, embed and otherwise freely exploit in any

and all media now known or later developed, all materials and other information which Seller provides

or has provided to Buyer in connection with this Contract to the extent necessary for Buyer or its

designees to manufacture goods supplied by Seller under this Contract for the remainder of the

lifetime of the Buyer program utilizing the goods supplied by Seller. A “Supply Interruption Event”

means (a) the failure by Seller to deliver goods under this Contract in material breach of the

provisions of this Contract and such default is not cured within ten (10) days; (b) the insolvency of

Seller, the entry by Seller into voluntary or involuntary bankruptcy, or the filing against Seller of a

petition in bankruptcy filed against it (if such petition is not dismissed within sixty (60) days after the

Methode Terms and Conditions for Production Purchasing (EU) (September 2020)

applicable stay becomes effective), or the appointment of a receiver with respect to all or

substantially all of Seller’s assets, or the cessation of the conduct of business by Seller in the

ordinary course; (c) an event of force majeure, including without limitation, political or labour unrest or

natural disaster, that interrupts the manufacture and/or supply of goods under this Contract if such

force majeure event lasts longer than thirty (30) days; (d) repudiation of this Contract by Seller; or (e)

termination of this Contract by reason of a material breach by Seller.

If requested in writing by Buyer, Seller grants Buyer a perpetual, irrevocable, worldwide,

nonexclusive license (with rights to grant sublicenses through multiple tiers) on Commercially

Reasonable Terms under Seller’s Background Intellectual Property Rights to make, have made, sell,

import, distribute, adapt and use and otherwise exploit all Intellectual Property Rights to the extent

necessary for Buyer or its designees to manufacture the goods supplied by Seller under this Contract

for the remainder of the lifetime of the Buyer program utilizing the goods supplied by Seller. For

purposes of this Paragraph, “Commercially Reasonable Terms” shall include a commercially

reasonable royalty and shall take into account, among other reasonable commercial considerations,

the relative technical or other contributions by the parties and the level of business offered to the

Seller and the Buyer (or the Buyer’s customer’s).

14.

Confidentiality.

14.1. Buyer and Seller shall keep confidential and protect from unauthorized use and disclosure all

confidential or proprietary data or information disclosed by one party to the other under this Contract,

including but not limited to, trade secrets, technical data, product specifications, testing specifications,

processes, and results, pricing information, quality procedures and results, customer information, and

any other information to the extent that information is identified orally or in writing as confidential by

the producing party at the time it is shared or within a reasonable time thereafter (collectively,

Confidential Information”). Confidential Information shall not include information that: (a) now or

subsequently becomes generally available to the public through no fault or breach of the receiving

party; (b) the receiving party can demonstrate to have such information rightfully in its possession

prior to disclosure without being bound by similar confidentiality obligations; (c) the receiving party

rightfully obtains such information from a third party who has the right to transfer or disclose such

information; or (d) is independently developed by the receiving party without reference to the

Confidential Information of the disclosing party. Buyer and Seller shall each restrict disclosure of

Confidential Information only to those who are required to receive such disclosure in order for the

party to perform its obligations under this Contract and shall use Confidential Information of the other

party only in performance of and for the purpose of this Contract.

14.2. In the event that the receiving party is required to disclose all or part of the disclosing party’s

Confidential Information under the terms of a valid and effective subpoena, court order, governmental

rule or regulation, or other judicial requirement, the receiving party agrees to immediately notify the

disclosing party of the existence, terms and circumstances surrounding such a request or

requirement so that the disclosing party may seek an appropriate protective order or waive

compliance by the receiving party with the appropriate provisions of this Contract. If the receiving

party is compelled to disclose any of the disclosing party’s Confidential Information, it will disclose

only the portion thereof which it is compelled to disclose and shall use its commercially reasonable

efforts to obtain an order or other reliable assurance that confidential treatment shall be accorded to

the Confidential Information so disclosed.

14.3. Despite any other obligations or restrictions imposed by this Paragraph 14, Buyer shall have

the right to use, disclose and reproduce Seller’s Confidential Information, and make derivative works

thereof, for the purposes of testing, certification, use, sale or support of any goods or services

delivered under this Contract. Any such use, disclosure, reproduction or derivative work by Buyer

shall, whenever appropriate, include a restrictive legend suitable for the particular circumstances.

14.4. Seller may disclose Confidential Information of Buyer to its subcontractors as required for the

performance of this Contract, provided that Seller informs them of the confidential status of the

information provided to them and takes all reasonable steps to ensure they maintain the

confidentiality of Buyer’s Confidential Information. Seller shall be liable to Buyer for any breach of any

obligations hereunder by such subcontractor.

Methode Terms and Conditions for Production Purchasing (EU) (September 2020)

14.5. Upon Buyer’s request at any time, and in any event upon the completion, termination or

cancellation of this Contract, Seller shall return to Buyer all of Buyer’s Confidential Information and all

materials derived therefrom, unless specifically directed otherwise in writing by Buyer. Buyer shall

have the right to audit Seller’s compliance with this Paragraph 14. The provisions of this Paragraph

14 shall survive the performance, completion, termination or cancellation of this Contract.

14.6. Seller agrees to be bound, and will require its subcontractors to be bound, by the terms and

conditions of any non-disclosure agreement agreed between Buyer and Seller.

15.

Warranty.

15.1. Seller warrants that all goods and/or services covered by this Contract will: (a) conform to the

specifications, technical standards, drawings, samples, or descriptions that have been furnished,

specified or approved by Buyer; (b) comply with all laws and regulations including, but not limited to,

national standards, trade standards, and local standards; (c) be merchantable and suitable for the

purpose intended; (d) be wholly new and contain new components and parts unless authorized in

writing by Buyer; (e) be free from defects in materials and workmanship; (f) be free from defects in

design to the extent furnished by Seller, even if the design has been approved by Buyer; and (g) not

contain any Counterfeit Items, components or materials (as defined in section 16.2). The warranty

period begins on the date the goods or services are delivered to Buyer and extends for a period that

is the later of: (a) the period provided in the purchase order or other contract documents; (b) Seller’s

standard warranty for similar goods and/or services; (c) Buyer’s standard warranty for similar goods

and/or services; or (d) the warranty provided under applicable laws or industry regulations. This

warranty shall survive inspection, test and acceptance of, and payment for, the goods and services.

This warranty shall run to Buyer and its successors, assigns, customers and users of goods and/or

services covered by this Contract. To the extent such goods contain components or parts that are

obtained from third parties, which components or parts are the subject of any express or implied

warranty, Seller shall take all commercially reasonable steps necessary and shall in good faith

cooperate with Buyer to obtain for Buyer the benefit of such warranty, including, without limitation, by

producing evidence to support Buyer’s warranty claim.

15.2. Seller warrants that it has good and warrantable title to the goods and/or services, free and

clear of any security interests, liens or encumbrances, and that Seller has full power and authority to

enter into this Contract and to convey all rights and licenses granted to Buyer under this Contract.

15.3. Seller warrants that the goods and/or services do not infringe, misappropriate or otherwise

make unauthorized use of any Intellectual Property Rights of any third party, and that the goods

and/or services delivered under this Contract do not infringe any Intellectual Property Rights of any

third party.

15.4. Seller warrants that all goods and/or services provided hereunder meet Buyer’s environmental

protection, occupational safety and hygiene requirements and obey national and local environmental

protection and occupational safety and hygiene laws and regulations.

15.5. Without prejudice to the provisions of Paragraph 6, if the goods and/or services do not comply

with the warranties in this Contract, Buyer may, at its option, and at Seller’s expense: (a) return for

credit or refund; or (b) require prompt correction or replacement of the defective or nonconforming

goods and/or services. Without limiting the foregoing, should any goods fail to conform to the

warranties set forth in Paragraph 15, Buyer shall notify Seller and Seller shall, if requested by Buyer,

reimburse Buyer for any incidental and consequential damages caused by such defective or

nonconforming goods, including, but not limited to, costs, expenses, losses, attorney’s or other

professional fees incurred by Buyer: (a) in inspecting, sorting, repairing or replacing such defective or

nonconforming goods; (b) resulting from production interruptions; (c) conducting recall campaigns or

other corrective service actions; and (d) for claims or litigation arising from death, injury or property

damage caused by such defective or nonconforming goods. If requested by Buyer, Seller will enter

into a separate agreement for the administration or processing of warranty chargebacks for defective

or nonconforming goods. Seller agrees that the foregoing remedies are in addition to any other

remedies provided elsewhere in this Contract and remedies available under law or equity.

Methode Terms and Conditions for Production Purchasing (EU) (September 2020)

16.

Counterfeit Parts/Components/Ingredients.

6.1. Seller warrants that the goods delivered, unless specifically agreed by Buyer, shall (i) be new;

1

(ii) be manufactured by or purchased directly from the Original Component Manufacturer (OCM) or

the Original Equipment Manufacturer (OEM), (hereinafter, the Original Manufacturer (OM)) or an

authorized OM reseller or distributor; (iii) not be or contain Counterfeit Items; and (iv) contain only

authentic, unaltered OM labels and other markings.

16.2. For purposes of this paragraph 16, a Counterfeit Item is defined to include, but is not limited to,

(i) an item that is an illegal or unauthorized copy or substitute of an OM item; (ii) an item that does not

contain the proper external or internal materials or components required by the OM or that is not

constructed in accordance with OM design; (iii) an item or component thereof that is used,

refurbished or reclaimed but Seller represents as being a new item; (iv) an item that has not

successfully passed all OM required testing, verification, screening and quality control but that Seller

represents as having met or passed such requirements; or (v) an item with a label or other marking

intended, or reasonably likely, to mislead a reasonable person into believing a non-OM item is a

genuine OM item when it is not.

16.3. Seller warrants that it will only act as or engage a Broker to assist it in delivering goods

pursuant to this Purchase Order if the Buyer provides prior written approval to do so. For purposes of

this Paragraph 16, a Broker is defined as a supplier which is not authorized by, or under the oversight

of, the OM with respect to such goods, and shall include independent distributors, non-authorized

distributors, non-franchised distributors, non-authorized suppliers or non-authorized resellers,

16.4. Seller, and Seller’s Broker, if applicable and approved hereunder, shall implement an internal

Counterfeit Item control process for goods delivered hereunder in accordance with the standards or

instructions set forth in any Buyer’s specifications or other provisions incorporated into the Contract.

Buyer shall have the right to audit, inspect, and/or approve the processes at any time before or after

delivery of the goods ordered hereunder. Buyer shall have the right to require changes to the

processes to conform with Buyer’s defined standards, if any. Failure of the Seller or Seller’s Broker to

conform its processes with Buyer’s defined standards may result in the termination of the Contract in

accordance with the termination provisions set forth herein.

16.5. If a good delivered hereunder is discovered to be a Counterfeit Item or suspected to be a

Counterfeit Item, Buyer shall have the right to impound the good for further investigation of its

authenticity. The Seller and/or the Seller’s Broker shall cooperate in good faith with any investigation

conducted by Buyer, including, but not limited to, cooperation by Seller’s or Seller’s Broker’s staffs

responsible for the maintenance and disclosure of all design, development, manufacturing, and

traceability records with respect to the good in possession of Seller or Seller’s Broker. Upon Buyer’s

request, Seller shall provide Buyer certificates of conformance with respect to the good under

investigation. Buyer shall not be required to return the good to the Seller or Seller’s Broker during the

investigation process or thereafter. Buyer shall not be liable for payment to Seller of the price of any

suspect Counterfeit Items under investigation.

16.6. Seller agrees that the Buyer shall not be liable for any damages, losses, costs and expenses of

any kind that may be claimed to be incurred by Seller as a result of, or arising from, Buyer’s

investigation of Seller’s good or Buyer’s disclosure to any governmental entity or third party.

16.7. Seller acknowledges that examination of a good for authenticity may require destruction or

impounding of the goods. Buyer shall not be liable to Seller for the price of any goods destroyed by

examination or impounding if the good is later found to be a Counterfeit Item.

16.8. Seller shall include the substance of this Paragraph 16 in any agreement between Seller and

Seller’s Broker and shall cause Seller’s Broker to include the substance of this Paragraph 16 in all

agreements with any lower tier subcontractors.

16.9. Seller warrants that any hardware, software and firmware goods delivered under this Contract:

(i) shall not contain any viruses, malicious code, Trojan horse, worm, time bomb, self-help code, back

door, or other software code or routine designed to: (a) damage, destroy or alter any software or

hardware; (b) reveal, damage, destroy, or alter any data; (c) disable any computer program

Methode Terms and Conditions for Production Purchasing (EU) (September 2020)

automatically; or (d) permit unauthorized access to any software or hardware; and (ii) shall not

contain any third party software (including software that may be considered free software or open

source software) that (a) may require any Buyer software to be published, accessed or otherwise

made available to the public without the consent of Buyer, or (b) may require distribution, copying or

modification of any Buyer software free of charge.

17.

18.

Access to Buyer’s Plants and Properties. Seller shall, and cause Seller’s subcontractors to,

comply with all the rules and regulations established by Buyer for access to and activities in and

around premises controlled by Buyer or Buyer’s customer.

1

Ingredients Disclosure; Special Warnings and Instructions. If requested by Buyer, Seller shall

promptly furnish to Buyer in such form and detail as Buyer may direct: (a) a list of all ingredients in

the goods purchased hereunder; (b) the amount of all ingredients; and (c) information concerning any

changes in or additions to such ingredients. Prior to and during the shipment of the goods purchased

hereunder, Seller agrees to furnish to Buyer sufficient warning and notice in writing (including

appropriate labels on goods, containers and packing) of any hazardous material that is an ingredient

or a part of any of the goods, together with such special handling instructions as may be necessary to

advise carriers, Buyer and their respective employees on the measure of care and precaution which

will best prevent bodily injury or property damage in the handling, transportation, processing, use or

disposal of the goods, containers and packing shipped to Buyer.

19.

Indemnification.

19.1. Seller shall indemnify, defend and hold harmless Buyer and its customers, officers, directors,

employees, contractors, predecessors and successors in interest, assigns, parents, subsidiaries,

divisions, and agents (the “Buyer Indemnified Party”) against all claims, suits, actions, awards,

liabilities, damages, costs, attorney’s fees and other professional fees (collectively, “Claims”) for any

death, injury or property damage relating to or arising out of the acts or omissions of Seller or its

officers, directors, employees, contractors, representatives, or agents (the “Seller Indemnifying

Party”) under this Contract, including without limitation any defect or alleged defect in the goods

supplied by the Seller Indemnifying Party, any actual or alleged negligence or fault of the Seller

Indemnifying Party in connection with the design or manufacture of the goods, or any breach by the

Seller Indemnifying Party of the representations and warranties under the Contract.

19.2. Seller shall indemnify, defend and hold harmless the Buyer Indemnified Party against any

Claims related to or arising out of the actual or alleged infringement of any Intellectual Property

Rights (including, but not limited to, patent, trademark, copyright, industrial design, or based on

misuse or misappropriation of information or documents, regardless of whether such Intellectual

Property Rights are registered) in connection with the goods or services hereunder, including such

Claims in which Seller has provided only part of the goods or service or has expressly waived any

claim against Buyer that such infringement relates to or arises out of Seller’s compliance with

specifications or designs furnished by Buyer.

19.3. The Buyer Indemnified Party will duly notify Seller of any Claim and shall provide reasonable

assistance to Seller, at Seller’s expense, to enable Seller to defend the Claim. Buyer shall have the

right to reasonably reject counsel selected by Seller and the right to reject any settlement that would

negatively impact Buyer as determined solely by Buyer. Unless otherwise provided herein, Buyer

may, at its sole expense, actively participate in any suit or proceeding, through its own counsel.

19.4. Notwithstanding the foregoing, in the event of a product liability related claim, Buyer has the

right, at Seller’s reasonable expense, to conduct the defense of any such claim relating to the goods

covered by this Contract. Seller shall provide reasonable assistance, including technical expertise, to

Buyer in conducting the defense of any such claim. Seller and Buyer shall communicate and

cooperate with each other and, if required, with the appropriate insurance carrier, to the fullest extent

reasonably possible in investigating the facts and circumstances surrounding any actual, potential or

threatened product liability claim relating to any goods manufactured and sold under this Contract

and in litigating the matter.

Methode Terms and Conditions for Production Purchasing (EU) (September 2020)

20.

Recall; Preventative Actions on Serial Defects.

0.1. Buyer or Seller, as the case may be, shall inform the other of any defect or nonconformity of

2

goods as soon as possible after it has been discovered or within the time period specified by any

governmental regulation, whichever is shorter. Buyer and Seller shall cooperate fully with each other

to identify the cause of the defect or nonconformity and to develop a plan for prompt remediation.

Notwithstanding the foregoing, Buyer may unilaterally undertake any recall campaign or preventative

action if the parties cannot agree on a course of action and/or on the safety or environmental

relevance of a defect. In such event, Seller shall cooperate fully with and provide reasonable

assistance to Buyer.

20.2. Seller shall within a reasonable period reimburse Buyer for all reasonable costs and expenses

of any recall campaign or preventative action related to any defect or nonconformity of products for

which Seller is responsible, including customer mailing(s), parts at dealer reimbursement levels less

any profit to Buyer, dealer labour and sublet charges, any governmental imposed fines or penalties,

and attorney’s or other professional fees.

21.

Force Majeure. Neither Buyer nor Seller will be liable for any delay or failure to perform its

obligations hereunder if, and to the extent that such delay or failure to perform is caused by an event

or occurrence which is unforeseeable on execution of the Contract, unavoidable, and beyond the

reasonable control of the party and without its fault or negligence, including, but not limited to, acts of

God, actions by any governmental authority (whether valid or invalid), fires, floods, windstorms, riots,

explosions, natural disasters, wars, sabotage, labour problems such as lockouts, strikes and

slowdowns, inability to obtain power, material, labour, equipment or transportation, or court injunction

or order; provided that written notice of such delay (including the anticipated duration of the delay)

shall be given by the affected party to the other party within ten (10) calendar days from the

occurrence of this event. During the period of such delay or failure to perform by Seller, Buyer may, at

its option, procure goods from other sources and reduce its order by such quantities, without liability

to Seller, or have Seller provide the goods from other sources in quantities and at times requested by

Buyer, and at a price agreed upon by the parties. Buyer may terminate all or any part of this Contract

without liability upon written notice to Seller if such delay or failure to perform by Seller lasts more

than thirty (30) calendar days.

2

2.

3.

Protection of Supply. Seller at its expense shall take such actions as are necessary to ensure the

supply of goods to Buyer for a period of at least thirty (30) calendar days during any anticipated

labour disruption or resulting from the expiration of Seller’s labour contract(s). If requested by Buyer,

Seller shall, within ten (10) calendar days, provide adequate assurances that the delay shall not

exceed thirty (30) calendar days. If the delay lasts more than thirty (30) calendar days or Seller does

not provide adequate assurance that the delay will cease within thirty (30) calendar days, Buyer may

immediately terminate all or any part of this Contract without liability.

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Termination.

23.1. Termination for Insolvency. Buyer may immediately terminate all or any part of this Contract

by giving written notice to Seller in the event of the occurrence of any of the following or any other

comparable events: (a) insolvency or winding-up proceedings instituted by or against the Seller; (b)

filing of a voluntary petition in bankruptcy by Seller; (c) filing of any involuntary petition in bankruptcy

against Seller; (d) appointment of a receiver, liquidator, administrator or trustee for Seller; (e) Seller is

unable or admits in writing its inability to pay its debts as they fall due; or (f) execution of an

assignment for the benefit of creditors by Seller, provided that such petition, appointment, or

assignment is not vacated or nullified within fifteen (15) calendar days of such event. Seller shall

reimburse Buyer for all cost incurred by Buyer in connection with any of the foregoing, including, but

not limited to, all attorney’s fee and other professional fees.

23.2. Termination for Breach or Nonperformance. Buyer may immediately terminate all or any

part of this Contract by giving written notice to Seller in the event of the occurrence of any of the

following or any other comparable events: (a) Seller repudiates or breaches any of the terms of this

Contract, including Seller’s warranties; (b) Seller fails to perform services or deliver goods as

specified by Buyer; or (c) Seller fails to make progress to the extent that in Buyer’s reasonable belief

it will endanger timely and proper delivery of goods or services, and in all circumstances does not

Methode Terms and Conditions for Production Purchasing (EU) (September 2020)

correct such failure or breach within ten (10) calendar days (or such shorter period of time if

commercially reasonable under the circumstance) after receipt of written notice from Buyer specifying

such failure or breach.

23.3. Termination for Sale of Assets or Change in Control. Buyer may immediately terminate all

or any part of this Contract upon giving at least thirty (30) days’ notice to Seller, without liability to

Seller, in the event of the occurrence of the following events: (a) Seller sells or leases, or offers to sell

or lease, a material portion of its assets; or (b) Seller sells or exchanges, or offers to sell or

exchange, or causes to be sold or exchanged, a controlling interest in the shares of Seller.

23.4. Termination for Force Majeure. Buyer may immediately terminate all or any part of this

Contract upon written notice to Seller pursuant to an event of Force Majeure as described in

Paragraph 21.

23.5. Termination for Convenience. In addition to any other rights of Buyer to terminate this

Contract, Buyer may, at its option, immediately terminate all or any part of this Contract, at any time

and for any reason, by giving written notice to Seller. Upon such termination, Buyer shall pay to Seller

the actual costs of work-in-process and raw materials incurred by Seller in furnishing the goods or

services under this Contract to the extent such costs are reasonable in amount and are properly

allocable or apportionable under generally accepted accounting principles to the terminated portion of

this Contract; less, however, the sum of the reasonable value or cost (whichever is higher) of any

goods or materials used or sold by Seller with Buyer’s written consent, and the cost of any damaged

or destroyed goods or material.

23.6. Effect of Termination. In the event of termination under this Paragraph 23, Seller shall

continue work not cancelled and cease all cancelled work hereunder. Buyer may, in addition to any

other rights, require Seller to transfer title and deliver to Buyer any completed goods or partially

completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and

contract rights that Seller has specifically produced or acquired for the canceled portion of this

Contract. Upon direction from Buyer, Seller shall also protect and preserve property in its possession

or control in which Buyer or its customers have an interest.

23.7. Amounts Payable. In the event of termination under this Paragraph 23, Buyer shall pay to

Seller the contract price for all completed goods or services that fully conform to the requirements of

this Contract and are unpaid. Under all circumstances and without regard to any quantities

referenced in purchase orders, quotation documents, forecasts or any other documents, Buyer will

not be liable for costs for finished goods, work-in-process or raw materials fabricated or procured by

Seller in amounts in excess of those authorized in delivery releases or for any undelivered goods that

are in Seller’s standard stock or that are readily marketable. Payments made under this Paragraph

shall not exceed the aggregate price payable by Buyer for finished goods that would be produced or

performed by Seller under delivery or release schedules outstanding at the date of termination. Buyer

may withhold from any amount due under this Contract any sum Buyer determines to be necessary

to protect Buyer or Buyer’s customers against loss because of outstanding liens or claims of former

lien holders. Except as provided in this Paragraph, Buyer shall not be liable for and shall not be

required to make payments to Seller, directly or on account of claims by Seller’s subcontractors, for

loss of anticipated profit, unabsorbed overhead, interest on claims, product development and

engineering costs, facilities and equipment rearrangement costs or rental, unamortized depreciation

costs, human resource cost or general and administrative burden charges resulting from or arising

out of termination of this Contract.

23.8. Claims. Within sixty (60) days from the effective date of termination, Seller shall submit a

comprehensive termination claim to Buyer, with sufficient supporting data to permit Buyer’s auditors

to verify and substantiate the claim, and shall thereafter promptly furnish such supplemental and

supporting information as Buyer may request. Buyer, or its agents, shall have the right to audit and

examine all documents, records, facilities, work, material, inventories, and other items relating to any

termination claim of Seller.

24.

Insurance. Seller shall purchase and maintain insurance coverage with reputable carriers in the

amounts and of the types acceptable to Buyer and adequate to meet the requirements of the laws

and regulations of the country, state, or other governmental division in which the work or any portion

Methode Terms and Conditions for Production Purchasing (EU) (September 2020)

of work is performed and to ensure the performance of this Contract and Seller’s legal and stable

operation. At Buyer’s request, Seller shall furnish certified copies of certificates of insurance

reflecting compliance with the requirements herein. Such certificates shall be kept current during the

term and warranty period of this Contract, and shall provide for thirty (30) calendar days’ prior written

notice to Buyer from the insurer of any termination or reduction in the amount or scope of coverage.

Seller’s furnishing of certificates of insurance or purchase of insurance shall not release Seller of its

obligations or liabilities under this Contract. By requiring insurance herein, Buyer does not represent

that coverage and limits will necessarily be adequate to protect Seller.

25.

Remedies. Subject to any specific provisions in this Contract, Seller shall be liable for any damages

incurred by Buyer as a result of Seller’s failure to perform its obligations in the manner required by

this Contract. The rights and remedies reserved to Buyer in this Contract shall be cumulative, and

additional to all other or further remedies provided in law or equity.

2

6.

7.

Setoff/Recoupment. In addition to any right of setoff or recoupment provided by law, Buyer shall

have the right to setoff against or to recoup from any amounts due to Seller from Buyer under this

Contract.

2

Customs; Export Controls.

27.1. Credits or benefits resulting or arising from this Contract, including trade credits, export credits

or the refund of duties, taxes or fees, shall belong to Buyer. Seller shall provide all information

necessary (including written documentation and electronic transaction records) to permit Buyer to

receive such benefits or credits, as well as to fulfill its customs related obligations, origin marking or

labeling requirements and local content origin requirements, if any.

27.2. Seller will not violate, and will not cause Buyer to violate, any Export Control Laws (e.g. by

transshipping goods through, or supplying goods or services, from sanctioned countries). Seller

agrees to comply with applicable export control and sanctions laws and regulations of the United

States of America, of member States of the European Union, and any other relevant country (the

Export Control Laws”). Export licenses or authorizations necessary for the export of goods or

performance of services hereunder shall be the responsibility of Seller unless otherwise indicated in

this Contract, in which event Seller shall provide such information as may be necessary to enable

Buyer to obtain such licenses or authorizations. Seller shall undertake such arrangements as

necessary for the goods to be covered by any duty deferral or free trade zone program(s) of the

country of import.

28.

Compliance with Laws. Seller, and all goods and services provided by Seller, shall comply with all

applicable national, state, provincial, and local laws, ordinances, rules, and regulations, including

those relating to the manufacture, labeling, transportation, importation, exportation, licensing,

approval or certification of the goods or services, environmental matters, data protection and privacy,

wages, hours and conditions of employment, subcontractor selection, discrimination, occupational

health/safety and motor vehicle safety. Where required, Seller’s goods shall bear the relevant CE

Certificate. Seller warrants and represents that neither it nor any of its subcontractors will utilize

child, slave, prisoner or any other form of forced or involuntary labour, or engage in abusive

employment or corrupt business practices, in the supply of goods or provision of services under this

Contract. Seller agrees to comply with all applicable anti-corruption laws, including, without limitation,

the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010, and that neither it nor any of its

subcontractors, vendors, agents or other associated third parties will engage in any form of

commercial bribery, nor directly or indirectly provide or offer to provide, anything of value to or for the

benefit of, any official or employee of a governmental authority or of any government-owned,

government controlled or government-affiliated entity to obtain or retain any contract, business

opportunity or other business benefit, or to influence any act or decision of that person in his/her

official capacity. At Buyer’s request, Seller shall certify in writing its compliance with the foregoing.

Seller will indemnify and hold Buyer harmless from and against any liability, claims, demands or

expenses (including, without limitation, legal or other professional fees) arising from or relating to

Seller’s noncompliance.

29.

Kickbacks. Seller represents, warrants, covenants and agrees that Seller and its directors,

employees, agents, servants, and representatives do not and will not give or ask to be given anything

Methode Terms and Conditions for Production Purchasing (EU) (September 2020)

of value including, but not limited to, any money, goods or services to Buyer and its directors,

employees, agents, servants or representatives, directly or indirectly, so as to influence the objective

and just business decision to be made. Seller represents and warrants, on an ongoing basis, that it

complies with and adheres to all provisions of the UK Bribery Act 2010 and its amendments. Seller

and Buyer are committed to conducting their business based on the principle of “fair dealing” and

each agrees that it has established or will establish a system to ensure that itself and its directors,

employees, agents, servants and representatives will not accept kickbacks or bribes or receive any

improper commission or personal benefit.

3

0.

1.

Methode Supplier Code of Conduct. Seller shall comply, and shall cause all of its subcontractors

to comply, with Methodes Supplier Code of Conduct and any applicable supplements in effect.

Methodes Supplier Code of Conduct is available online at http://supplier.methode.com or from

Buyer’s purchasing representative.

3

Audit. In addition to any other inspection or audit rights granted to Buyer hereunder, at its expense,

Buyer, Buyer’s customer or their respective third party designee may enter Seller’s premises on

reasonable notice and during normal business hours to inspect and audit Seller’s documents relating

to Buyer’s business to substantiate the charges invoiced under this Contract, including, but not

limited to, any charges resulting from termination or cancellation. Seller agrees that such audit may

be used as the basis for settlement of charges under this Contract. Seller shall keep a separate

account of the cost of all goods or services provided under this Contract in accordance with generally

accepted accounting principles, and shall preserve all pertinent documents for the purpose of

auditing charges invoiced by Seller for a period of three (3) years after the termination of this

Contract, or such longer period as Buyer specifies in this Contract. Where Seller utilizes the services

of third parties, Seller shall include in its contracts with such third parties a “right to audit” clause with

terms and conditions similar to those set out in this Paragraph 31.

32.

Advertising. Seller shall not, and shall require that its subcontractors shall not, without first obtaining

the written consent of Buyer, in any manner advertise or publish the fact that Seller has contracted to

furnish Buyer the goods or services covered by this Contract, or use any trade marks or trade names

of Buyer, regardless of whether such marks are registered or otherwise identified as trade marks or

trade names, in Seller’s advertising or promotional materials.

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3.

4.

No Implied Waiver. The failure of either party at any time to require performance by the other party

of any provision of this Contract shall in no way affect the right to require such performance at any

time thereafter, nor shall the waiver of either party of a breach of any provision of this Contract

constitute a waiver of any succeeding breach of the same or any other provision.

3

Assignment; Subcontracting; Successors. Seller shall not assign or delegate any of its rights or

obligations under this Contract or subcontract any of its performance of this Contract without Buyer’s

prior written consent. No assignment, delegation or subcontracting by Seller, with or without Buyer’s

consent, shall relieve Seller of any of its obligations under this Contract or prejudice any of Buyer’s

rights against Seller whether arising before or after the date of any assignment, delegation or

subcontracting. This Contract is binding upon, inures to the benefit of, and is enforceable by, the

parties and their respective successors and permitted assigns.

35.

36.

37.

Relationship of Parties. Seller and Buyer are independent contracting parties and nothing in this

Contract shall make either party the agent or legal representative of the other for any purpose

whatsoever, nor does it grant either party any authority to assume or to create any obligation on

behalf of or in the name of the other.

Governing Law. This Contract and the arbitration provisions in Paragraph 37 shall be governed and

construed in accordance with the laws of the country of England, without regard to its conflict of laws

provisions. The parties specifically disclaim application of the United Nations Convention on

Contracts for the International Sale of Goods.

Dispute Resolution. Buyer and Seller will attempt to settle any claim or controversy arising out of

this Contract (“Dispute”) through consultation and negotiation in good faith and spirit of mutual

cooperation. Disputes will be resolved by the following process. The Dispute will be submitted in

writing to a panel of two (2) senior executives of Buyer and Seller for resolution. If the executives are

Methode Terms and Conditions for Production Purchasing (EU) (September 2020)

unable to resolve the Dispute within fifteen (15) days, either party may refer the Dispute to mediation,

the cost of which will be shared equally by the parties, except that each party will pay its own

attorney's fees. Within fifteen (15) days after written notice demanding mediation, the parties will

choose a mutually acceptable mediator. Neither party will unreasonably withhold consent to the

selection of the mediator. Mediation will be conducted in accordance with the CEDR Model Mediation

Procedure and shall take place in London.

If the parties fail to mediate or the Dispute cannot be resolved through mediation within sixty

(60) days after the other party’s receipt of the notice of Dispute, the Dispute shall be finally

settled pursuant to the Arbitration Rules of the London Court of International Arbitration

(LCIA) (the “Rules”) by three (3) arbitrators. Each party hereto shall appoint an arbitrator, and the

third arbitrator (being the presiding arbitrator) shall be appointed by agreement between the parties

hereto. In the event that the parties hereto fail to appoint the third arbitrator by mutual agreement

within the required period, the third arbitrator shall be appointed by the LCIA. The arbitration shall be

conducted in accordance with the Rules in effect at the time of the arbitration, except as they may be

modified herein or by mutual agreement of the parties. The seat of the arbitration shall be London,

England. The arbitration shall be conducted in English. The parties waive all recourse under sections

45 and 69 of the Arbitration Act 1996. The parties agree that the evidentiary rules of Browne v. Dunn

(1893) 6 R 67, H.L shall have no application in the arbitration. The arbitration award shall be final and

binding on the parties. The parties undertake to carry out any award without delay and waive their

right to any form of recourse based on grounds other than those contained in the United Nations

Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958 insofar as such

waiver can validly be made. Judgment upon the award may be entered by any court having

jurisdiction thereof or having jurisdiction over the relevant party or its assets. The reasonable

expense for the Dispute settlement including but not limited to the arbitral and legal fees shall be

borne by the losing party. The language of arbitration shall be English.

Nothing herein prevents either party from resorting directly to judicial proceedings if the Dispute

relates to Intellectual Property Rights, or interim relief from a court is necessary to prevent serious

and irreparable injury to a party or others. With regard to any IP Dispute or such interim relief, the

parties consent to the jurisdiction of the courts of London, England and service of process in

accordance with applicable procedures. Each party waives, to the fullest extent permitted by law, any

defense or objection relating to in personam jurisdiction, venue or convenience of the forum.

Seller’s performance under this Agreement will not be suspended during the pendency of any

Dispute.

3

8.

9.

Attorney Fees. If Buyer brings an action or asserts a counterclaim for enforcement of the terms and

conditions of this Contract, Seller agrees that Buyer shall be entitled to an award of its reasonable

attorney’s fees and courts costs associated with such enforcement or counterclaim proceedings.

3

Miscellaneous.

39.1. Amendment. No amendment or modification of this Contract shall bind either party unless it is

in writing and signed by an authorized representative of Buyer and Seller.

39.2. Notice. All notices and other communications required or contemplated under this Contract

must be written and signed by an authorized representative of the party providing such notice and be

transmitted to the Buyer’s purchasing representative at the purchasing representative’s address by (i)

personal delivery, (ii) expedited messenger service, (iii) registered or certified mail, postage prepaid

and return receipt requested, (iv) electronic facsimile with confirmed answer back, or (v) electronic

mail with confirmed answer back. Notices in conformity with the requirements of this Paragraph 39.2

will be deemed given upon receipt verified by the receiving party’s acknowledgment.

39.3. Precedence. In the event of a conflict between these Terms and Conditions and the terms

and conditions of a purchase order, the terms and conditions of the purchase order shall prevail to

the extent of the conflict.

39.4. Severability. If a term(s) of this Contract is invalid or unenforceable under any statute,

regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or

Methode Terms and Conditions for Production Purchasing (EU) (September 2020)

deleted, but only to the extent necessary to comply with such statute, regulation, ordinance, order or

rule, and the remaining provisions of this Contract shall remain in full force and effect.

39.5. Survival. The warranties, representations, and obligations that expressly survive under these

Terms and Conditions or that, by their nature or context are intended to survive, shall survive the

termination or expiration of these Terms and Conditions and/or Contract, including, without limitation,

the rights and obligations set forth in Paragraphs 10, 13, 14, 15, 18, 19 and 20.

39.6. Language. In the event that these terms or the purchase order shall be translated for any

reason, the English version will govern.

39.7. The parties intend that a person who is not party to this Contract shall have no rights under the

Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Contract.

Methode Terms and Conditions for Production Purchasing (EU) (September 2020)