qs011 13000002 1

Master Loan Tool Agreement
QS011en
QS011en/17.06.2011
Master Agreement for the

Manufacturing and Procurement of Tools and Equipment
By and between
FTE automotive GmbH

Andreas Humann Strae 2
96104 Ebern
Germany
hereinafter FTE
and
Indo-US MIM Tec Pvt. Ltd

# 45 (P), KIADB Industrial Area, Hoskote
Bangalore 562114
India
hereinafter Supplier
the following is agreed:
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FTE automotive GmbH Postfach 1180 D-96104 Ebern Telefon 09531/81-0 Telefax 09531/813630
Alle Rechte vorbehalten. Weitergabe oder Vervielfltigung ist ohne ausdrckliche schriftliche Genehmigung verboten.
All rights reserved. Distribution or copying is prohibited without the express written permission.
QS011en
QS011en/17.06.2011
RECITALS
Products of the FTE automotive Group are primarily used for the automotive industry and thus have to comply
with highest requirement standards (also considering the possible severe loss consequences notably resulting
from production stops, warranty cost, product liability cases and recalls). This requires correspondingly high
quality, competitiveness as to prices and delivery reliability regarding Suppliers manufactured and / or delivered tools and equipment (collectively also the Supply or the Supplies), as well as any other deliveries and
services related thereto.
The FTE automotive Group companies, in addition, are aiming at concentrating on few, strategically important
suppliers in future.
To this end and for an intensive and close technical and logistical cooperation between FTE including the FTE
automotive Group companies that are hereby represented by FTE and listed below (collectively also FTE)
and Supplier (including those companies affiliated to or associated with the Supplier that are included into this
Master Loan Tool Agreement pursuant to its provisions), the following Master Loan Tool Agreement is entered
into.
SCOPE
The terms and conditions agreed in this Master Agreement Loan Tools (hereinafter this Agreement) shall automatically be applicable to and form an integral part of any Supply related individual equipment- and / or tooling agreement including any related orders, contracts or other agreements (collectively also a Loan Tool
Agreement) between Supplier and the respective companies of the FTE automotive Group. The following are
the companies of the FTE automotive Group:
FTE automotive GmbH
Andreas - Humann -Strae 2
96106 Ebern, Germany
FTE automotive Slovakia s.r.o.

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

Pascalstrae 1
96106 Ebern / Fischbach, Germany
FTE automotive (Taicang) Co.Ltd.

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

Zu den Katzentreppen 7
99974 Mhlhausen, Germany
FTE automotive Czechia s.r.o.

Hlubany 124
44101 Podboany, Czech Republic
All companies in future being affiliated to FTE automotive GmbH in the sense of section 15 AktG (German
Stock Corporation Act), for the respective company
structure refer to the FTE website www.fte.de (unless
otherwise specifically agreed to, FTE companies in
North and South America are not covered by this
Agreement).
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1.
Purpose
1.1
The purpose of this Agreement are the terms and conditions governing the Suppliers manufacturing and /
or procurement of tools, models, fixtures, jigs, gauges and equipment (collectively also the Tools) for FTE
as well as the furnishing of Tools by FTE to Supplier for the purpose of the manufacturing, processing and /
or delivery of parts and components to FTE or to companies of the FTE automotive Group. Any manufacturing or procurement of Tools by Supplier for FTE shall be conditioned upon the entering into individual
Loan Tool Agreements by and between FTE and the Supplier that in particular govern the terms and conditions specific for the respective tools (e.g. prices, capacities, etc).
This Agreement shall also apply to Suppliers affiliated companies within the meaning of 15 AktG (German Stock Corporation Act) and for associated companies (affiliated and associated companies collectively
the Supplier Companies) that are manufacturing or procuring Tools for FTE or to whom Tools have been
furnished by FTE. The obligation to obtain a prior approval by FTE according to Section 9 of the Quality
Agreement remains unaffected. Supplier and the Supplier Companies shall be jointly and severally liable to
FTE (statutory or under contract) as concerns any claims for, out of or in connection with the Supplies.
1.2
Subject matter of this Agreement shall be those Tools that are in each case referred to in each respective
Loan Tool Agreement (collectively the Loan Tools) including their respective Replacement Tools pursuant
to Section 4.1 and 4.3 hereof.
1.3
Supplier shall not be entitled to deduce from the entering into this Agreement any claim relating to the entering into any Loan Tool Agreement or the supply of any Tools. Only upon a Loan Tool Agreement having
been entered into, Supplier shall be entitled to incur respective expenses or to enter into obligations, the
basis for payments by FTE shall solely be governed by the provisions of the respective Loan Tool Agreement.
2.
Property in Loan Tools
2.1
FTE shall retain sole title and ownership (collectively Property)in Loan Tools that are not manufactured or
procured by the Supplier, but that are furnished by FTE to Supplier (hereinafter Furnished Loan Tools).
The conclusion of a respective Loan Tool Agreement shall be deemed to constitute a loan relationship between FTE and the Supplier relating to the Furnished Loan Tools. These Furnished Loan Tools are shown
as such in the respective Annex to the Loan Tool Agreement.
2.2
Loan Tools (other than Furnished Loan Tools) referred to in any respective Loan Tool Agreement shall be
manufactured or procured by Supplier itself and on behalf of FTE. Supplier and FTE agree that FTE shall
be the owner of such Loan Tools and provides these Loan Tools to Supplier on a loan basis for the purpose of manufacturing for FTE. The handing over of such Loan Tools is deemed replaced by an agreement
between Supplier and FTE that Supplier as lender holds direct possession in the Loan Tools and that FTE
is holding indirect possession thereto. Property shall accrue to FTE following any respective state of completion of the Loan Tools.
2.3
All Loan Tools shall be permanently labelled with the respective Tool number and or part number as well as
with FTEs corporate name in a clearly visible position and in a way that they can be identified as being
FTEs Property at any time. If FTE provides Supplier with labels containing equipment number and Property notice, such labels shall be attached clearly visible to the Loan Tools.
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2.4
FTE shall always be entitled to transfer its Property in the Tools in whole or in part to third persons (including to customers) and to assign its rights to and claims for the return of Tools to the same. In such case,
the marking obligation pursuant to Section 2.3 hereof shall as well apply to labels of such third persons.
2.5
Property to Replacement Tools (as defined in Section 4.3) shall accrue to FTE in accordance with Section
2.2. Also with respect to such Replacement Tools, conditioned upon their related manufacturing or procurement, the Parties herewith agree to FTEs acquisition of Property and the creation of a respective relation of loan.
2.6
Suppliers procurement of Loan Tools from third persons as well as the ceding of such Loan Tools to subsuppliers within the framework of sub-supplies requires FTEs prior written approval. Supplier shall enter into agreements with such third persons as a contract for the benefit of FTE, such agreement to correspond
with the provisions of this Agreement. By concluding each Loan Tool Agreement, Supplier automatically
assigns to FTE any and all rights and claims for the return of Loan Tools.
2.7
If Supplier modifies, processes or connects Loan Tools with other assets, or if Supplier remodels such
Loan Tools, then this shall be deemed to be made for and on behalf of FTE and any of the aforesaid shall
only be made upon FTEs explicit written instruction; in any such case, FTE shall be deemed to be the
manufacturer.
2.8
FTEs Property pursuant to this Section 2 extends to any and all documents, documentations, maintenance
documents, tool drawings (including 3-D data) and to any and all assembly jigs, auxiliary devices and production aids (hereinafter collectively Additional Material) that are required in requirement specifications,
drawings, 3-D drawings (including related technical terms of delivery) or that are customarily associated
with such Tools. To the extent such Additional Material is located at the Suppliers, FTE may at any time inspect the same, 3-D data are to be made available by Supplier on customary data carrier.
2.9
If, pursuant to the provisions of a respective Loan Tool Agreement, FTE shall not be obligated to pay the
complete, but only a portion (the Partial Cost) of the complete cost of the Loan Tools as evidenced in the
Loan Tool Agreement (the Total Loan Tool Cost), FTE acquires co-Property in the Loan Tools in proportion to the ratio of the Partial Cost and the Total Loan Tool Cost. Any and all transfers of Property (including
co-Property) to FTE are in any case independent from an actual payment of an agreed remuneration by
FTE, and no payments shall be deemed to constitute FTEs acceptance of the Loan Tools.
3.
Custody-keeping and Use
3.1
Supplier shall hold in custody any Loan Tools with due care of a prudent business man at no cost in a
manner that they can be used in an undisturbed way at any time.
3.2
Supplier shall use Loan Tools solely for the purpose of performance of orders issued by companies of the
FTE automotive Group. Without FTEs prior written approval, Supplier shall neither transfer Loan Tools to
third persons nor reproduce any Loan Tools.
4.
4.1
Maintenance and Repair

Supplier shall, in its sole responsibility, conduct maintenance, inspection, overhaul and repair of Loan
Tools, at least in compliance with the requirements of DIN 31051 (maintenance, inspection, repair and
remedy of weak points). In addition, Supplier shall conduct such maintenance and repair in due time and
shall inform FTE of any replacement of Loan Tools in such a timely manner that - taking into consideration
the initial sample release processes (Section 6.6) - late deliveries of parts and components are excluded.
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Any cost incurring during such tool service life, output rates and shot rates as may be agreed in the respective Loan Tool Agreements (hereinafter collectively Output Rates) shall be borne by Supplier, cost incurred thereafter shall be borne by FTE. Supplier shall promptly inform FTE as soon as the failing to
achieve such Output Rates can be seen or threatens to occur.
In urgent cases, FTE shall be entitled to conduct (or have conducted by third persons) the measures referred to in the preceding paragraph, to the extent Supplier would be responsible to bear such cost itself,
any cost incurred thereby by FTE shall be reimbursed to FTE by Supplier.
4.2
Supplier shall keep for each Loan Tool in an appropriate form a specific and complete retrievable record,
comprehensibly documenting all maintenance- and inspection services, overhauls, repairs and replacement as well as index changes. These records shall be made available to FTE at any time, upon FTEs request Supplier shall promptly deliver copies thereof.
4.3
Cost for the procurement or manufacturing of replacement tools, including those for Furnished Loan Tools
(collectively the Replacement Tools) shall be borne by Supplier.
5.
Transport, Packaging and Insurance
5.1
FTE shall bear the cost of transport, packaging and transport insurance with respect to the delivery of Furnished Loan Tools to Supplier and - apart from that - for all Loan Tools only in connection with their return
to FTE.
5.2
Supplier shall, at its own cost and expense, adequately insure all Loan Tools for any transports induced or
arranged by Supplier and to pack and transport the Loan Tools in a manner preventing damages to them.
5.3
Supplier shall promptly notify FTE of any damages to the Loan Tools and shall secure any and all potential
claims for compensation against forwarders, carriers, insurers as well as against any third person in due
time and assign the same to FTE.
5.4
Until the date of the return of the Loan Tools to FTE, Supplier shall bear the risk for any kind of deterioration and destruction of the Loan Tools. As an exception, FTE shall bear the respective risk for Furnished
Loan Tools only until their delivery to Supplier.
5.5
Supplier shall at its own expense insure the Loan Tools on a customary basis, and maintain such insurance
while the Loan Tools are in its custody, in an amount equal to the replacement cost and with losses payable to FTE, at least against destruction or damage due to fire, theft, vandalism, and water from a water
main.
5.6
Upon FTEs respective request, Supplier shall at any time submit a certificate of insurance by its respective
insurance carrier.
6.
6.1
Requirements to Loan Tools, Liability, Design Responsibility and Initial Sample Releases
Supplier, in its sole responsibility, shall design and engineer the Loan Tools to be manufactured or procured by itself in compliance with all agreed specifications, technical particulars, requirement specifications,
(3-D) models of the Loan Tool or parts thereof and in compliance with any other agreed characteristics pursuant to the most recent state of the technology (collectively also Specification(s)). The manufacturing of
the Loan Tools shall also be made in accordance with these principles.
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Supplier shall familiarise itself with the intended use of the Loan Tools. Supplier shall promptly inform FTE
in writing if in its opinion the Specification is wrong, incomplete, unclear or otherwise incorrect and shall in
particular emphasize any concerns relating to the intended use, dimensions or materials. Any changes to
the Specifications by Supplier require FTEs prior written approval. Prior to the manufacturing of the Tools,
Supplier shall submit to FTE all design documents for the purpose of information. FTE shall, however, not
be obliged and there shall not be any incidental obligation to inspect the design documents with respect to
defects or feasibility.
Moreover, Supplier shall in addition not be entitled to raise any objections due to lack of or late inspection
or notification of defects, in this respect Section 12 of the Quality Agreement shall not apply.
6.2
Supplier shall only manufacture or procure Loan Tools that are ready for series production and shall prove
the same to FTE in due time prior to the start of delivery of series products within the course of the initial
sample testing.
6.3
Supplier covenants that - within the Output Rates provided for in the respective Loan Tool Agreement - the
Loan Tools are at any time ready for use and meet the capacities provided for in the respective Loan Tool
Agreement. For verification of the quantities the respective FTE production documents will be applied.
Supplier covenants within these Output Rates and capacities the undisturbed manufacturing of parts and
components from the Loan Tools in compliance with all contractual agreements, and in particular in compliance with the respective drawings (including the dimensions and tolerances stated therein), Specifications and other agreed characteristics. In case of changes to drawings the drawings with the latest index
shall be authoritative.
6.4
Sections 6.1 through 6.3 shall not apply to FTEs Furnished Loan Tools.
6.5
Supplier shall manufacture the Loan Tools (or shall have them manufactured) in a way and shall keep them
in such a condition at any time that they are in compliance with all pertinent laws, including but not limited
with the pertinent regulations governing environmental protection and occupational safety. Supplier shall in
particular be responsible for the safety of the Loan Tools and for their safe installation and use.
6.6
Pursuant to the provisions of the Quality Agreement, Loan Tools (including their respective Replacement
Tools) always require an initial sample release prior to their use in the series production. If measures to
Loan Tools pursuant to Section 4.1 hereof may result in changes to parts or components to be delivered by
Supplier, such parts and components require an initial sample release by FTE as well. Any release or approval by FTE, including those that have been agreed to in the respective schedule under a Loan Tool
Agreement, shall not be deemed an acceptance or approval of parts or components to be manufactured
with such Loan Tools as compliant with the contractual agreements, they do not relieve or exempt Supplier
from its obligation to deliver contractually compliant parts and components without defects; the design responsibility for Loan Tools manufactured or procured by Supplier shall solely rest with the Supplier.
7.
FTEs Liability
FTE shall be solely liable for damages incurred by the use of the Loan Tools due to deliberate or gross
negligent acts. Apart from that, Supplier shall indemnify FTE and hold FTE harmless from any and all third
persons claims for damages.
8.
Payment/Invoice Control/Setoff/Further Documentation
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8.1
The remuneration payable by FTE for the contractual Loan Tools shall be governed by the Loan Tool
Agreements. If FTE makes available to Supplier tooling know-how on data carriers, the prices shall be reduced by a reasonable amount to be agreed to.
8.2
Unless payment by way of amortization over the part prices is provided for in a respective Loan Tool
Agreement, payments for the Loan Tools are due upon (i) submission of the initial samples manufactured
with the respective Loan Tools, together with the complete initial sample test report by Supplier and (ii)
FTEs unconditional release of such initial samples within the initial sample approval process. Additionaly,
all payments by FTE require proper invoicing by Supplier.
8.3
Any and all payments by FTE shall be deemed made subject to reservation of the right to invoice revision
as to factual and calculated accuracy, as well as subject to the reservation of rights resulting from defective
Supplies, even if such reservation is not expressly noted in the course of FTEs payment. In addition, invoices are required to be verifiable and in compliance with all statutory and tax provisions. Invoices shall
bear the FTE purchase order number, FTE part number including the most recent applicable index, Suppliers delivery note number, supplier number as well as the contractually agreed price. Supplier shall be responsible for any and all consequences resulting from non-compliance with this obligation.
8.4
FTE shall be entitled to retain payment due to contractually non-conforming Supplies. FTE shall also be
entitled to set off Suppliers claims against own claims and claims of FTE Group companies.
8.5
Supplier shall procure any and all documents required pursuant to customs and other statutory regulations
and submit them promptly upon request, in particular documents relating to the refund of customs duties,
proof of origin, as well as any other data on the origin of Supplies and materials contained therein, in terms
of the commercial or preferential law. In addition, Supplier shall inform FTE promptly if Supplies are subject
to export or import restrictions under German or under any other law in whole or in part.
9.
Confidentiality/Intellectual Property Rights
9.1
To the extent not publicly known, Supplier shall treat as strictly confidential, shall not disclose to third persons and shall not use for any purposes other than for the supplies of parts or components to companies of
the FTE automotive Group, any and all commercial and/or technical knowledge, know-how, documents,
drawings, plans, manufacturing documents, specifications, objects, samples, films etc, irrespective of in
which form (in particular oral, visual, or written form, in electronic form or via electronic data carrier), including any and all reproductions, records and copies there from (hereinafter, and including any of the foregoing disclosed by or belonging to companies of the FTE automotive Group or third persons, collectively the
Information), that has, is or will be made available to Supplier (or to Supplier Companies), and including
disclosures for the purpose of the submission of offers to FTE. The aforesaid shall apply as well to the
functionality and modes of action of Furnished Loan Tools and of parts or components producible by using
any Loan Tools. The right to register for intellectual property rights relating to Information shall exclusively
belong to the companies of the FTE automotive Group. Supplier shall correspondingly bind its employees,
subcontractors, Supplier Companies and other agents, and Supplier shall be liable to FTE that any of the
foregoing persons strictly abide by the provisions of this Section 9.
9.2
The obligations provided for under Section 9.1 survive for a period of five years after the disclosure of each
individual confidential Information, however, none of the obligations shall terminate earlier than three years
from the date of expiration of the contractual relationship.
9.3
Supplier represents that it does not own any intellectual property rights (including respective applications)
relating to the Loan Tools that are to be manufactured or procured by itself (including their Additional Material) or relating to the underlying manufacturing processes, preventing FTE from using the same freely in
any respect. Should any such rights of Supplier exist, Supplier grants to FTE irrevocable, non-exclusive,
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worldwide, assignable, and unlimited rights to use such property rights for the manufacturing of such Loan
Tools and for the manufacturing and sales of related parts and components, even beyond any possible
termination of the Contract.
Supplier further represents that any and all Loan Tools that are to be manufactured or procured by itself
(including their Additional Material) are free from any third-persons rights and in particular the delivery and
the use of Loan Tools will not infringe upon any third-person patents, licenses or other property rights.
Supplier shall indemnify FTE and hold FTE harmless from any third-person claims resulting from the infringement of property rights and shall on first demand bear any and all cost, expenses and damages incurred by FTE in this respect. Any and all FTE claims resulting there from shall be time barred 3 years from
FTEs getting knowledge of a breach of this covenant.
10.
Stock Taking and Return of Loan Tools
10.1 Supplier shall set up a list of all Loan Tools in its possession and shall continuously update such list. Such
list shall explicitly disclose the Loan Tools as being in FTEs Property. This list shall be made available to
st
FTE at any time upon FTEs request, the list shall be updated by Supplier as of December 31 of each year
th
and shall be delivered unrequested to FTE no later than until January 15 of each respective following
year.
10.2 In addition, FTE may at any time survey the stock of Loan Tools in the Suppliers manufacturing plants.
10.3 The Loan Tools are ceded to the Supplier for an indefinite period of time. By giving 1 months prior notice,
FTE may at any time require the return of some or all Loan Tools, this shall in particular apply to such Loan
Tools that are not subject to actual orders on hand or in case of delivery problems noticed by FTE or lack of
Suppliers delivery readiness, even if caused by (threatening) insolvency or cases of force majeure.
Supplier herewith waives any and all rights to refuse performance or rights of retention, unless Suppliers
counterclaims are undisputed by FTE or have been acknowledged by FTE or have been incontestably established by a court of law.
If, pursuant to the provisions of a Loan Tool Agreement, FTE shall not pay the complete, but only a portion
(the Partial Cost) of the complete cost of the Loan Tools as evidenced in the respective Loan Tool
Agreement (the Total Loan Tool Cost), then, after the return of the Loan Tool to FTE, Supplier shall be
entitled to payment of the difference between the Partial Cost und den the Total Loan Tool Cost. In such
case FTE acquires sole Property in the Loan Tools immediately following the respective claim for return of
the Loan Tool.
10.4 In returning the Loan Tools to FTE, Supplier shall include any and all Additional Material.
10.5 For the purpose of collection of the Loan Tools, Supplier grants FTE and FTEs agents respectively, at any
time access to the Supplier sites.
10.6 Unless FTE requires the return of the Loan Tools, Supplier shall for a period of no less than 15 years following discontinuance of series production store the Loan Tools at Suppliers own cost and expense in a
condition ready for operation. Any scrapping of Loan Tools shall require FTEs prior written consent.
11.
Impairment of Property, Information Obligation
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11.1 In case of any seizure or attachment of Loan Tools or in case of any other third persons actions impairing
FTEs property in the Loan Tools, Supplier shall undertake any action required to be undertaken to safeguard FTEs Property and to inform FTE immediately thereof in writing. The same shall apply in case of
such actions threatening.
11.2 Any cost and expenses incurring by measures in the defense of such actions shall be borne by Supplier,
or, as the case may be, reimbursed to FTE.
12.
Liens and Encumbrances

Supplier shall not acquire any liens and encumbrances on the Loan Tools and shall not claim any respective rights of lien or encumbrance with respect thereto. Supplier shall not be permitted to cause any seizures or attachments.
13.
Deadlines
The parties shall agree on deadlines in each respective Loan Tool Agreement. Supplier shall adhere to
such deadlines, FTE reserves the right to inspect at any time and without notice the current state of completion. Supplier shall promptly and unrequested inform FTE, as soon as delays become foreseeable.
14.
Term of the Agreement/Termination
14.1 This Agreement shall become effective on the date of the last signature and shall remain in effect for an
indefinite period of time. This Agreement may be terminated by either party in proper order by giving 12
months notice to the end of each calendar year.
14.2 FTE shall be entitled to terminate this Agreement or any single or several Loan Tool Agreements extraordinarily at any time with immediate effect if
-
Supplier, despite warning under appropriate period setting, breaches its contractual obligations relating to the parts and components that are manufactured by using Loan Tools, or delays deliveries relating to such parts and components (even if the delay is caused by non compliance of samples or series
parts / components with the agreements relating to quality or their non compliance with initial samples
released by FTE); or
Supplier stopped payments, bill-of-exchange or cheque court actions are pending against Supplier,
liquidation is initiated; an insolvency or similar action on his assets is applied or (to the extent permitted by law) opened or refused for lack of assets.
14.3 The aforesaid notwithstanding, each party may terminate this Agreement with immediate effect for good
cause in cases where a party breaches a material contractual obligation in a way that the other party cannot be reasonably expected to keep the contract and an appropriate period of grace expires without the
breach having been remedied within such period.
14.4 Termination of Individual Agreements shall not affect the further effectiveness of this Agreement. This
Agreement, furthermore, shall remain in effect for Individual Agreements entered into prior to its termination, also to the extent to which Supplies are continued after the termination or expiration of this Agreement. Any and all claims shall continue that by their nature are not affected by the termination or expiration
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of this Agreement or any Loan Tool Agreements, this shall in particular apply to Sections 6, 7, 9 through 13
and 15 through 20 of this Agreement.
14.5 In any case of termination, Supplier shall promptly return the Loan Tools including their Additional Material
to FTE. Sections 10.3 through 10.6 shall apply mutatis mutandis.
14.6 Any termination shall be made in writing.
15.
Damages within FTE Group

Cost, expenses and damages incurring at affiliated FTE companies within the meaning of 15 AktG (Stock
Companies Act) shall be deemed cost, expenses and damages incurred by FTE.
16.
Place of Jurisdiction/Applicable Law
16.1 Any and all disputes arising out of or in connection with this Agreement or any Supplies subject hereto shall
be finally decided according to the Rules of Arbitration of the International Chamber of Commerce by one
or several arbitrators nominated according to these rules. The place of arbitration shall be Munich, Germany. The arbitration language shall be English. FTE, however, in FTEs discretion, shall also be entitled to
sue Supplier at Suppliers general place of jurisdiction at ordinary courts.
16.2 This Agreement shall be subject to the laws of the Federal Republic of Germany, by excluding its conflict of
law principles and by including the United Nations Convention on Contracts for the International Sales of
Goods, but excluding its provisions relating to the inspection and notification of defects.
17.
Other Applicable Documents
17.1 Unless otherwise provided for in this Agreement, the provisions of the following agreements (including their
appendices and other applicable documents) shall be deemed bindingly agreed and integral parts of this
Agreement in the following order of priority:
The provisions of this Agreement

The provisions of this Agreement and the most recent Quality Agreement between Indo-US MIM Tec
Pvt. Ltd and FTE automotive GmbH dated 26.03.2013
The FTE General Conditions of Purchase
17.2 The FTE General Conditions of Purchase will be made available by the respective purchasing employee
upon request. General terms and conditions of Supplier shall be excluded.
18.
Written Form, Entire Agreement

Any amendments and supplements to this Agreement, including this written form requirement, shall require
the written form. This Agreement and including all other applicable documents shall be the entire agreement between the parties related to the purpose of this Agreement and shall replace any prior commercial
offers, negotiations or agreements related to the purpose of this Agreement, except for agreed technical
documents and procedures.
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19.
Severability
Should any of the provisions of this Agreement be or become invalid or void, the validity of the other provisions shall not be affected. The parties shall then replace the invalid provision by a valid provision coming
as close as possible to the purpose of the invalid provision. The same shall apply to the filling of contractual
gaps.
20.
Negotiated Contract
FTE and Supplier worded or changed respectively any and all clauses of this Agreement after thorough
discussions on any problems that may occur. Any and all clauses of this Agreement have therefore been
negotiated in the sense of 305 paragraph 1 sentence 3 BGB (German Civil Code) that makes this
Agreement a negotiated and individual contract.
Ebern, this 26.03.2013
FTE automotive GmbH
Indo-US MIM Tec Pvt. Ltd
i.V. Martin Stich

Head of Purchasing FTE Europe
i.A. Sandra Burkard

Material Group Purchase
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Master Loan Tool Agreement

Master Agreement for the

FTE automotive GmbH

Indo-US MIM Tec Pvt. Ltd

the following is agreed:

Master Loan Tool Agreement

FTE automotive Slovakia s.r.o.

FTE automotive systems

FTE automotive (Taicang) Co.Ltd.

FTE automotive Mve GmbH

FTE automotive Czechia s.r.o.

Master Loan Tool Agreement

Property in Loan Tools

Master Loan Tool Agreement

Custody-keeping and Use

Maintenance and Repair

Master Loan Tool Agreement

Transport, Packaging and Insurance

Master Loan Tool Agreement

Payment/Invoice Control/Setoff/Further Documentation

Master Loan Tool Agreement

Confidentiality/Intellectual Property Rights

Master Loan Tool Agreement

Stock Taking and Return of Loan Tools

Impairment of Property, Information Obligation

Master Loan Tool Agreement

Liens and Encumbrances

Term of the Agreement/Termination

Master Loan Tool Agreement

Damages within FTE Group

Place of Jurisdiction/Applicable Law

Other Applicable Documents

The provisions of this Agreement

Written Form, Entire Agreement

Master Loan Tool Agreement

Ebern, this 26.03.2013

FTE automotive GmbH

Indo-US MIM Tec Pvt. Ltd

i.V. Martin Stich

i.A. Sandra Burkard

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