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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

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