WABCO
Vehicle Control Systems
Confidential
Master Supply Agreement Terms & Conditions
(ersion dated Api 2012)
1. Application - Variation
44. These terms and conditions (‘these Conditions’) shall apply to
all orders oF requests for Products (Order) issued by WABCO in
response to which the Supplier provides Products to WABCO. Other
terms and conditons (nouding Supplier's stendard printed terme and
condions) shat not apply to Orders unless expressly set forty herein or
in anothor duly executed writen egreement between the prtios,
412, The Suppliers execution or commencament of work oF delivery
pursuant fo tre Order shall constitute acceptance of the Order and these
Conditions and a waner by the Supple of its own general terms and
condiions of sele contained in its quotation, acknowledgement of
-aoneptanoe ofthe Order or similar documents,
413. _ No addlon f or variation or exchsion of these Conditions shall
bo binding on WABCO unless expressly agreed in writing by an
‘auborised signatory of WABCO.
2 Quality Procedures - Inspection - Samples
2.4, The Supplier shall maintzin quaity, spectication contol, testing
‘and inspection procedures (?Provedures") to enable the Supplier to
Consistenty comply with its obligatons under the Order and these
Conditions end, at the request of WABCO, the Supplier shall supply
WABCO with full details in connection with stich Procedures or with any
planned changes in such Prooedures.
22. Upon reasonable notize prior to the delivery of fhe Products,
WABCO chell have the right to inepect and test the Products and the
Procedures,
23. If as @ resulf of fhe inspection or testing, WABCO finds that the
Products are notin conformity with the Order, these Conditions or any
specication supped or agreed to by WABCO, or thatthe Procedures
‘ar ineuficiant of inappropriate fo ensure’ consistent conformity
‘herewith, wihout prejudice to any right and remedy which WABCO may
hhave pursuant to fiese Conditions or the applicable law, WABCO shall
resorve the option
23.1 To require the Supplier fo take forthwith al such necessary steps
fo make any changes, adaplatios, modifeations or improvements
required to make te Prooedures eppropriale and suficient and the
roduets in conformity; or
232 To arrange for such sleps to be carriad out by a thid patty in
which event WABCO will deduct fom the agreed price the costs incurred
thereby.
24, If fe Supplier is tequted by WABCO to submit samples of
Products for approval, the Supplier chal not cary out any’ further
production unt! WABCO has approved such samples in wring end
has confirmed in wring ttre Supp fat such samples have been
produced in accordance with the drewing specticaton,
25. No inspection of testing or approval of samples by WABCO
shall be construed as ecbeptance by WABCO of the conformity of the
Products witt the Order, these Conditions or fo any epecifcation
supplied or egieed fo by WABCO and the Supplier shall remain fully
responsible fr such conformity
Witout prejudice to he remedies provided for in article 20.1 18.1
hereof and! any right or remedy which WABCO may have purcusal fo
‘epploeble law, the Supptor shal boar al the costs arisng from