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2015.10.26 MRO Ver1.


General Terms and Conditions of Business
Any supplier who trades with any entitiy of the Panasonic Group (hereinafter referred
collectively and individually as the "Panasonic") (such supplier hereinafter referred to as the
"Supplier") shall adhere to the following rules when carrying out transactions with the
Panasonic using the Panasonics Panasonic MRO system (hereinafter referred to as the "
Panasonic MRO System") (such transactions hereinafter referred to as the "Transactions"),
which will be separately made available by it to the Supplier under the Rules on the Use of the
Panasonic MRO System, unless otherwise provided in a contract between the Panasonic and
the Supplier.

Except where the Parties have concluded a Master Purchase Agreement, Seller has read and
agrees that the following terms and conditions shall apply to all orders for the purchase or
procurement via the Panasonic MRO System any products, components, accessories, raw
materials and/or services by Panasonic from Supplier and described in either Partys quotation,
sales order, invoice, or other contract documentation to which these terms and conditions are
attached or incorporated by reference. If a Master Purchase Agreement, Basic Purchase
Agreement, Standard Purchase Agreement or Global Purchase Agreement applicable to any
transaction hereunder has already been concluded between the ordering entity of the
Panasonic Group and the Supplier, the term and conditions hereunder shall be supplemental
to the applicable Master Purchase Agreement, Basic Purchase Agreement, Standard
Purchase Agreement or Global Purchase Agreement whose terms shall prevail in the event of
any conflict.

Except as expressly agreed by an authorized representative of Panasonic in writing, no other

terms and conditions, including any terms and conditions attached to, or contained within,
Supplier's quotation, supply order or other contract documentation shall apply.

Article 1: Purchase Orders and Calls for Delivery

1. Panasonic shall issue a purchase order (the "Purchase Order") for Product to Supplier.
Acceptance of a Purchase Order by Supplier is expressly limited to the terms of the
Purchase Order and to these Terms and Conditions. Any additional or different terms
and conditions are expressly excluded and shall not form part of any Supply Contract.
Each Purchase Order accepted by Supplier pursuant to Article 1.2 will constitute a
separate and individual Supply Contract.

2. Supplier will forward a written acceptance of the Purchase Order within the agreed
response time after Supplier's receipt of said Purchase Order. In any event any
performance by Supplier in relation to a Purchase Order will constitute acceptance of
such Purchase Order. In the event that Supplier does not forward a written
acceptance or start performance in relation to a Purchase Order within the agreed
response time after Supplier's receipt of the Purchase Order, Panasonic shall be
entitled but not obliged, to revoke such Purchase Order without incurring any liability to
Supplier. The acceptance of a Purchase Order shall be deemed to form an individual
contract between the entity of the Panasonic Group issuing such Purchase Order and
the Supplier, binding only upon said entity of the Panasonic Group and Supplier unless
otherwise expressly agreed in writing between Panasonic and Supplier.

3. Panasonic shall have the right at any time to amend or vary a Supply Contract or a
Purchase Order in any respect including, but not limited to specifications, drawings,
designs, construction, date and place of delivery, packaging, quality, quantity and
means of shipment. Supplier will evaluate the consequences of such change
including, but not limited to, any increase or reduction in the cost to Supplier or any
delay of delivery, and shall immediately inform Panasonic of such fact. Supplier shall
not action any amendment until all consequences shall have been approved by
Panasonic in writing.

4. Any modification of the Product shall require the prior written consent of Panasonic.

5 Calls for Delivery will be made in writing.

6 Supplier will be bound to comply with a Call for Delivery or an amendment thereto
issued by Panasonic, unless the Supplier forthwith notifies his reasonable objection
thereto in writing.
7 Unless prevented by the law of the country (and if relevant the state/province)
applicable to the Supply Contract, Panasonic may cancel a Supply Contract at any
time for any reason. In such circumstances Panasonic will reimburse the costs
actually incurred by Supplier in relation to:
(1) Product, semi-finished Product and related raw materials, provided that the
relevant Calls for Delivery have been issued indicating a delivery date within
one (1) month after receipt of Panasonic's notification of cancellation.
(2) Product, semi-finished Product and raw materials included in a buffer stock,
which has been required by Panasonic in writing.
In any event, Supplier is obliged to take all reasonable steps to minimize all such costs
to the greatest possible extent.

8. Unless otherwise provided by the law of the country (and if relevant the state /
province) applicable to the Supply Contract, the Panasonic may terminate a Supply
Contract immediately by notice to the Supplier, if the Supplier shall:
(1) commit a breach of the Supply Contract, which is not (in the opinion of the
Panasonic) capable of remedy, or
(2) commit a breach of the Supply Contract, which is capable of remedy and fail to
remedy the same within thirty (30) days of a notice from the Panasonic
specifying the breach and requiring it to be remedied.
9. In the event that either party becomes insolvent, or bankruptcy or insolvency
proceedings of any nature are commenced in relation to that party, the other party
shall be entitled to terminate the Supply Contract forthwith by written notice.

10. Termination of any Supply Contract under this Article 1 shall be without prejudice to
the accrued rights and liabilities of the parties and shall not affect the coming into or
continuance in force of any provision which is expressly or by implication to come into
or to continue in force after such termination.

11. For the purpose of this Agreement,

Call for Delivery means any instruction issued by Panasonic to Supplier specifying
the required delivery quantities, place, date and (if relevant) time of delivery of
Product, and
Supply Contract means any contract formed by Sellers acceptance of Panasonics
Purchase Order.

Article 2: Delivery Times, Delay and Force Majeure

1. Delivery dates and quantities shall be as set out in the Purchase Order and/or Calls for
Delivery. Supplier acknowledges that delivery times and quantities are of the essence
and Panasonic may reject and/or return at Supplier's expense any delivery of Product
or part thereof received before or after the delivery date or in excess of the quantity
specified in the Purchase Order and/or Call for Delivery.
2. Upon notice set out in the Purchase Order and/or Calls for Delivery, Supplier shall
deliver Product at an appointed time of delivery, such time and timing to be set out in
Calls for Delivery, and in the correct sequence of delivery, such sequence also to be
set out in Calls for Delivery.

3. Supplier agrees to take all actions necessary and appropriate to ensure that Product
are received by Panasonic as required under the relevant Supply Contract. Supplier
will inform Panasonic promptly of any occurrence which will or may result in any delay
of delivery at any time or which will or may result in Supplier's inability to fulfill the
quantities specified in the Purchase Order and/or Calls for Delivery. Supplier shall also
advise Panasonic in writing of corrective measures which Supplier is taking to
minimize the effect of such occurrence.

4. Except for excusable delay (hereinafter, "Excusable Delay",) as set forth in Article 2.5
below, in the event that Supplier fails for any reason whatsoever to effect delivery
consistent with the delivery dates specified in the Purchase Order and/or Calls for
Delivery, Panasonic shall be entitled to recover from Supplier all actual, consequential
and incidental losses and damages including, but not limited to, losses and
damages relating to and arising out of incremental cost of labour, transportation,
production changes and storage.

5. Either of the parties may suspend performance of a Supply Contract during the
occurrence of an Excusable Delay, which shall mean any delay not occasioned by the
fault or negligence of the delayed party and which results from (without limitation) acts
of God or public enemy, restrictions, prohibitions, priorities or allocations imposed by
governmental authority, embargoes, fires, floods, typhoons, earthquakes, epidemics,
unusual severe weather, delays of similar natural or governmental causes, and strikes
or labour disputes (of or involving the delayed party's employees of Supplier's
suppliers) or any other circumstances beyond such party's reasonable control. Nothing
contained in this Article 3.5 shall limit either party's rights under other Provisions of
these Terms and Conditions. Further, Panasonic shall be entitled to obtain the Product
covered by the Supply Contract from other sources for the duration of Supplier's
inability to perform due to Excusable Delay and to reduce without any obligation to
Supplier, the quantity of the Product specified in the Purchase Order and / or Calls for

6. In the event that Supplier discovers any fact which may, or could with the passage of
time, result in Excusable Delay, Supplier will immediately advise Panasonic of such
fact and use its best endeavours to take all measures and precautions to reduce the
effect of the Excusable Delay. In addition, at any time, at Panasonic's request,
Supplier will furnish to Panasonic such information as Panasonic may request
concerning matters which could result in delays and assurances or contingency plans
with respect to those matters. Supplier will notify Panasonic immediately of any
actual or potential labour dispute delaying or threatening to delay timely performance
of a Supply Contract or a Call for Delivery and will include all relevant information.

7. If the parties agree on a buffer stock to be maintained by the Supplier, Supplier is

obliged to notify Panasonic at monthly intervals of the latest status of this stock.

Article 3: Packaging, Shipping

1. Product shall be suitably, carefully and appropriately packed in accordance with
Panasonic's instructions.
2. If the INCOTERM "FCA" or "EXW" has been agreed between Panasonic and Supplier
in relation to Product, all consignments will be shipped by the transport provider and
by the mode of transport prescribed by Panasonic.

3. Supplier will provide support to the Panasonic to ensure that transportation of the
Product is undertaken in the most cost-effective way.

4. Supplier will give the following data to the transport provider in writing:
(1) shipping location and loading depot;
(2) quantity and type of loading units;
(3) gross weight and storage area requirements;
(4) date of delivery; and
(5) delivery depots.
5. In case of shipment by road Supplier shall notify readiness of the Product for dispatch
to the transport provider. Such notification must arrive at the transport provider in due
time to ensure compliance with the agreed delivery date.

6. Supplier shall ensure that the product description on the packaging or shipping
documents accurately reflects the Product shipped.

7. If Supplier fails to comply with Article 3, any losses suffered by Panasonic as a result
of such failure shall be reimbursed in full by Supplier.

8. Delivery notes must be made in writing. With regard to documents accompanying

Product (physical or electronic documents), Supplier shall comply with Panasonic's
shipping guidelines and packaging instructions.

Article 4: Transfer of Risk

Save as otherwise agreed between the parties, the time at which the risk of damage to or loss
of the Product shall pass to Panasonic shall be upon Panasonics acceptance of the delivery.

Article 5: Notification of Deficiencies

1. Panasonic shall not be obliged to conduct any inspection of incoming Product prior to
their use in production.

2. Panasonic shall notify Supplier in writing regarding any deficiency of Product delivered
once the deficiency has been discovered by the Panasonic in the ordinary course of its
business. To this extent Supplier hereby waives any right to reject delayed
notification of deficiencies.

Article 6: Settlement of Accounts and Payment

1. The accounts of Supplier will be settled via original commercial invoices, unless
otherwise agreed. Supplier will need to send one copy of original invoice to
Panasonic as payments will be made based on the receipt of Product and the terms
agreed in the Supply Contract. For customs purposes only a commercial invoice
shall be attached by Supplier to the shipping documents of import deliveries in
duplicate. Such invoice shall include the data as set out in Article 6.2 and additional
data as described in Article 7.
2. The original invoice, which shall be sent to the Panasonic from the Supplier, should
include the following data:
(1) Panasonic's Purchase Order number / Panasonic's Purchase Order
modification number;
(2) Panasonic's item number;
(3) Specification of delivery or service rendered;
(4) Delivery note number indicated by Supplier, date of shipping;
(5) In case of re-delivery relating to prior delivery by Panasonic: Delivery note
number indicated by Panasonic with respect to the said prior delivery;
(6) Quantity, unit of scale;
(7) Value of consignment (price per item and total price)
(8) Price unit, currency unit;
(9) Price of packaging (per unit of Product);
(10) Number of packages, weight (gross/net);
(11) Delivery address / point of unloading;
(12) Percentage rate of applicable taxes; and
(13) Supplier's corporate name, registered office and registered number;

3. Unless otherwise agreed, payment for Product properly and timely delivered will be
made by the 15th day of the month following the month of Panasonics delivery.

4. Payment remittances shall either be made by bank transfer or by cheque, as specified

by Panasonic.

5. Where Product are not supplied in accordance with the Supply Contract, Panasonic
shall be entitled to withhold payment of the respective amount of the price until
Supplier has fulfilled its obligations in full.

6. Supplier may not assign its payment rights hereunder without the prior written consent
of Panasonic.

7. Payment by Panasonic for any Product does not indicate nor constitute acceptance of
such Product.

8. Should the addresses of the place of shipment, the recipient of payment or the party
making out the invoice deviate from the address of the party receiving the Purchase
Order, such deviation has to be expressly agreed in writing by Panasonic in advance.

Article 7: Customs and Origin

1. For customs purposes Supplier will attach a commercial invoice to the shipping
documents in duplicate. Any simplification of that procedure is only permitted, if
agreed in advance by Panasonic. In the case of customs dutiable deliveries the
invoice shall specify as separate items:
(1) cost of items not included in the price (such as commissions, brokerage, cost
of licenses, cost of means of production, Panasonic's contributions);
(2) cost of items included in the price (such as cost of assembly and freight cost);
(3) value of repairs carried out, broken down into cost of materials and wages.

Even if deliveries are made free of charge, an indication of value is still required with
the additional note "Only for customs duty". Either the invoice or the delivery note
must include the reason why the delivery is made free of charge (e.g. sample
2. Should further official documents be required in the case of imports or exports for the
intended use of the Product delivered, Supplier shall procure such documents for
Panasonic without delay and make them available to Panasonic at Supplier's cost.

3. Supplier shall be obliged to provide a declaration of origin for the Product being
(1) Panasonic will provide Supplier with a set of preprinted forms to be filled in,
signed by Supplier's authorised representatives and submitted to Panasonic
within fourteen (14) days after Supplier's receipt of the forms (or in the case of
the first delivery of Product, no later than the date of delivery).
(2) Supplier may not submit a declaration of origin on its own business forms,
unless this has been agreed with Panasonic.
(3) Supplier shall inform Panasonic immediately in writing of any change of origin
of Product.
(4) If Supplier supplies Product which get a preferential treatment in the import
country, Supplier must provide a declaration of origin suitable to that supply.
This certificate is required with every such shipment.

4. Supplier shall be liable for any losses suffered by Panasonic due to Suppliers failure to
comply with this Article 7. Supplier shall provide Panasonic with all such support as
may be necessary to enable Panasonic to reduce or minimize its liability to customs
duties. If Supplier suppliers Product from a country which benefits from a trade credit
scheme, Supplier shall transfer that benefit to Panasonic in the country of export.

5. For any and all questions and instructions arising out of or required in connection with
customs and declaration of origin, Supplier shall contact Panasonic's respective
customs department. Unless otherwise agreed, customs clearance shall be the
responsibility of Panasonic. If Supplier assumes responsibility for customs clearance
without Panasonic's prior written approval, Supplier shall bear the costs of such

Article 8: Product Liability

1. If the Product traded between the Panasonic and the Supplier causes any damage to
the Panasonic, any of its officers or employees (including temporary workers), or any
third party due to any defect therein, then the Supplier shall make compensation for
such damage.
The Supplier may request a discussion with the Panasonic about the scope of damage
to be compensated for and the amount of compensation, and the Panasonic shall
respond to such request in good faith. However, the Supplier shall not be held liable if
(1) the defect in such Product could not have been discovered even with the highest
level of scientific or technical knowledge available at the time of the delivery thereof
to the Panasonic; or
(2) the defect in such Product arose solely from the Supplier's compliance with the
Panasonic's design instructions, and there is no negligence on the part of the
Supplier with respect to the occurrence of such defect.

2. In the case where the Panasonic, any of its officers or employees (including temporary
workers), or any third party suffers damage in connection with the Product, if the
Panasonic believes that such damage may have occurred due to some defect in the
Product, then the Supplier shall cooperate in the investigation of the cause.

3. If the Panasonic compensates any third party for any damage it suffers due to the
Product and such damage is attributable to a certain defect in the Product, then the
Supplier shall, after discussion with the Panasonic, reimburse it for such compensation
and all expenses incurred in connection therewith.
Article 9: Indemnity
1. Supplier will indemnify and hold Panasonic, its agents, servants, officers, directors and
employees, Panasonic's distributors, dealers and all entities which sell Product or
products into which the Product are incorporated, and their respective customers,
harmless against liability, costs, damages, losses, claims and expenses (including
legal expenses) occasioned by or arising out of any claim for death, damage, which
results from (a) any defect or alleged defect in the Product; (b) the Supplier's breach of
any term of the Supply Contract; or (c) the fault, act, omission or negligence of
Supplier (including without limitation, the failure by Supplier to accurately declare the
country of origin for the Product, product description as well as for discrepancies
between commercial invoice and labeling on packaging for the Product).

2. In connection with the Product or otherwise, if Supplier's employees, agents, sub-

contractors or other representatives (hereinafter "Supplier's Agents") are on or present
at any premises of Panasonic, Supplier shall be and is responsible for the acts and
omissions of Supplier's Agents within or about Panasonic's premises and agrees to
indemnify and hold Panasonic harmless against liability for damage to property or
injury or death to persons arising out of acts or omissions of Supplier's Agents whether
pursuant to a Supply Contract or otherwise. The indemnity in this Article 9.2 shall not
apply insofar as the claim is caused by the negligence or fraud of Panasonic.

3. Supplier will hold Panasonic, its agents, servants, officers, directors and employees,
Panasonic's distributors, dealers and all entities which sell Product or products into
which the Product are incorporated, and their respective customers, harmless against
liability, costs, damages, losses, claims and expenses (including legal expenses)
occasioned by or arising out of any action to recall any, Product, or any product into
which Product have been incorporated.
4. In the event of a claim by a third party against Panasonic (hereinafter, "Third Party
Claim"), which may be the subject of indemnification provided for in this Provision 10
the Panasonic shall provide written notification thereof to Supplier. Supplier shall
provide Panasonic with such reasonable assistance in the response and prosecution
of any defence as Panasonic may request.

5. In the event of any claim against Panasonic by a third party for death, personal injury
and/or property damage alleging a defect in Supplier's Product or any product into
which the Product are incorporated, Supplier and Panasonic shall, in good faith,
promptly attempt to reach an agreement (hereinafter, "Defence Agreement")
specifying the terms under which Supplier and Panasonic would apportion
responsibility and liability for the defence of any such Third Party Claim or suit and the
financial burdens arising therefrom. The purpose of the Defence Agreement is to foster
cooperation between Supplier and Panasonic in the defence of a Third Party
Claim or suit and thus should, to the greatest extent possible, cover such matters as:
(1) the roles, responsibilities, and obligations of Panasonic and Supplier and
(2) their respective counsel in the defence of the Third Party Claim or suit;
(3) the payment of legal and other reasonable defence expenses, and
(4) the payment of any settlement or judgment amounts.
Notwithstanding the foregoing, but subject to the provisions of any applicable Defence
Agreement, Supplier will, in respect of any Third Party Claim or suit, reimburse
Panasonic for the legal and other reasonable defence expenses paid by Panasonic
and/or Panasonic's insurance carriers, and for the amount of any reasonable
settlement or final judgment award paid by Panasonic and/or Panasonic's insurance
6. The provisions of this Article 9 shall survive the termination or expiry of any Supply

Article 10: Intellectual Property Rights

1. Supplier shall indemnify Panasonic and its sub-contractors from and against all
liabilities, costs, damages, claims and expenses (including legal expenses) that may
be awarded or paid to any third party in respect of any claim or action that the Product
or their use by Panasonic infringe the Intellectual Property Rights of such third party,
save to the extent that Supplier has manufactured the Product in accordance with
instructions received from Panasonic and Supplier having taken all reasonable
precautions could not have known that following these instructions would result in an
infringement of a third party's Intellectual Property Right.
2. The parties will inform each other forthwith of all such infringements or suspected
infringements of which they became aware. Panasonic will give Supplier sole conduct
of the defence of any such claims or actions.

3. Upon Panasonic's request, Supplier shall specify any and all Intellectual Property
Rights known or becoming known to him, which are used in the design or manufacture
of, or which otherwise affect or relate to the Product.

Article 11. Observance of Laws and the Prevention of Corruption

1. Supplier agrees to perform all obligations under this Agreement diligently, with all
commercially reasonable care, expertise and skill in full and strict compliance with all
applicable laws and regulations, including without limitation, laws prohibiting corrupt
payments. Notwithstanding anything to the contrary herein, both Panasonic and
Supplier agree to abide by all applicable laws and regulations in any countries

2. Supplier (including its directors, employees and agents) shall not make, authorize or
offer any payments, gifts or other transfers of value, directly or indirectly, to any of the
below-mentioned government officials or private persons (including directors,
employees and agents of Panasonic) in order to improperly influence any action or
decision by that government official or private person so as to secure any improper
business advantage.

(a) any officer working in or serving the administrative bodies of the central government,
ministry or regional authority
(b) any officer working in or serving any state-owned or state-controlled enterprises,
universities, hospitals and other bodies and entities
(c) any officer working in or serving the courts or the judiciary
(d) any officer working in or serving the United Nations, WTO or similar official
international institutions
(e) any officer appointed by the aforesaid authority or state-owned or state-controlled
organizations, the judiciary or official international institutions
(f) all political parties and their officers, politicians, councilors and candidates

Supplier shall defend, indemnify, and hold harmless Panasonic and Customers from
any liability or penalty that may be imposed on Panasonic and/or Customers by reason
of any alleged breach of Paragraph 1 hereof by Supplier, any Subcontractor, employee,
or any other representative or agent of Supplier hereunder.

3. Supplier shall ensure its accounting records will properly, accurately and fairly reflect all
transactions in accordance with all applicable laws and regulations. As part of Suppliers
obligation to strictly adhere to all applicable laws and regulations, and in the interest of
preventing the negative effects of corruption, Supplier shall at all times maintain healthy
and appropriate relationships with all relevant governments and administrators and shall
not offer any bribes or political donations, nor shall Supplier engage in activities such as
offering or receiving cash or its equivalent, gifts or entertainment for the purpose of
obtaining, retaining or otherwise influencing business.

4. Supplier undertakes that it will, for the purpose of ensuring this Article being complied
with, provide all necessary information and documents to Panasonic upon Panasonics
request. Further, Supplier shall immediately notify Panasonic in accordance with
Paragraph 5 below if it becomes aware or has reasonable grounds to believe that there
is actual, potential or suspected breach of this Article or any potential conflict of interest.

5. All notifications to Panasonic under this Article shall be made to the whistleblowing
hotline or channel designated by Panasonic.

6. Panasonic and Supplier shall cooperate and use all commercially reasonable efforts to
resolve any concerns or problems under this Article. Should a resolution reasonably
acceptable to Panasonic not be promptly reached, Panasonic shall have the right to
terminate any individual contract in whole or in part, and revoke Suppliers usage of the
Panasonic MRO System

Article 12. Export Control

1. All orders for Goods are subject to Panasonic and/or Supplier obtaining all licenses or
permits required by applicable laws. Each Party agrees to provide reasonable
assistance to the other to obtain and comply with all requisite licenses and permits.

2. In the event that the Transactions are subject to trade restrictions/controls under any
applicable laws, rules, regulations or governmental controls (collectively, the
Regulations) and the export of which is controlled under such Regulations, the
Supplier shall obtain requisite licenses, approvals or permits from the relevant
government and ensure compliance of all necessary procedures pursuant to the

3. The Supplier shall be responsible in determining whether the Transactions and any
ancillary exchange of technical information are subject to the Regulations and shall
immediately notify Panasonic and provide Panasonic with any supporting documents
or information which Panasonic may reasonably require.

Article 13. Confidentiality

1. The Supplier shall not disclose or divulge to any third party or use for any other purpose
than for the performance of the Transactions hereunder any of the matters concerning
Panasonic which come to its knowledge through the performance of such Transactions
(hereinafter referred to as the "Confidential Information"), and shall implement
necessary control measures within its organization. However, the foregoing shall not
apply to any such matter which
(1) is already in the possession of the Supplier at the time of disclosure by Panasonic;
(2) is already in the public domain or in public use at the time of disclosure by
(3) becomes public after disclosure by Panasonic through no fault of the Supplier;
(4) is lawfully obtained from a duly authorized third party without confidentiality
obligations; or
(5) is developed by the Supplier independently of the disclosed matter after its
disclosure by Panasonic.

2. Upon the termination of the Transactions or at the request of Panasonic, the Supplier
shall return to Panasonic or destroy or erase in accordance with its instructions any and
all Confidential Information retained by it (including any and all reproductions thereof).

3. When disclosing Confidential Information to any third party, the Supplier shall give prior
notice to and obtain written approval from the Panasonic and cause such third party to
comply with the provisions of this Article.

4. In handling Confidential Information, the Supplier undertakes as follows:

(1) it shall use its best endeavours to keep in confidence the Confidential Information
received from Panasonic.
(2) it may disclose the Confidential Information to its officers and employees (including
temporary workers; hereinafter the same) who require this information for the
purpose of performing the Transactions, provided that it shall notify such officers
and employees in detail about the confidentiality obligations set forth in this
paragraph and cause them to comply therewith.
(3) it shall not copy, reproduce, reverse-engineer, or otherwise analyze the
Confidential Information without the prior written approval of the Panasonic.
(4) it shall appoint a Confidential Information control manager and cause him or her to
clearly separate the Confidential Information from the Supplier's information, strictly
store and control the Confidential Information, and take appropriate control
measures, including, but not limited to, prohibiting the storage of Confidential
Information in any personal computer.
(5) upon the termination of the Transactions or upon the return or disposal by the
Supplier of the Confidential Information at the written request of Panasonic, the
Supplier shall submit a written certificate thereof to Panasonic.

5. Panasonic may request reports on compliance with the confidentiality obligations from
the Supplier and otherwise check how the Confidential Information is controlled by the
Supplier. If necessary, the Panasonic may, by agreement with the Supplier, enter the
Supplier's factories, offices, etc., to carry out inspections etc. to check how the
Confidential Information is controlled there.

6. The Confidential Information as defined in the preceding paragraph of this Article shall
refer to the information disclosed by Panasonic to the Supplier which
(1) is marked as confidential at the time of provision, regardless of whether it is
provided in paper form or electronic medium, in the form of a sample etc., by
regular or electronic mail, or otherwise; or
(2) is disclosed orally, through a demonstration or in any other intangible form, is orally
designated as confidential by Panasonic party at the time of provision, and
designated as such in a notice issued by Panasonic party to the Supplier within 30
days of disclosure together with a written brief description thereof.

7. Notwithstanding the provisions of this Article, if the Supplier is required under any act,
regulation, judgment, decision, order, etc., of any competent court, administrative
agency, etc., to disclose the Confidential Information, then it may disclose such
Confidential Information to such court, administrative agency, etc., after giving notice to
and discussing such disclosure with the Panasonic.

8. If the Supplier discovers any access to or illegal acquisition of the Confidential

Information, attempt to do so, or other similar act, or if the Confidential Information is or
may have been lost, stolen, or leaked, then the Supplier shall promptly notify Panasonic
and cooperate in its investigation regarding such facts.

9. The provisions of this Article shall not restrict the Supplier's efforts to pursue the
exchange or development of similar information independently or with any third party,
provided that such efforts are not in breach of any of the obligations prescribed in this

10. The Supplier acknowledges that damages are not a sufficient remedy for Panasonic for
any breach of any of Suppliers undertakings under this Article and Supplier further
acknowledges that the remedies of specific performance or injunctive relief (as
appropriate) are appropriate remedies for any breach or threatened breach of such
undertakings by Panasonic, in addition to, and without prejudice to, any other remedies
available to the Panasonic at law.

Article 14. Environmental Protection

1. Panasonic and the Supplier shall promote environmental protection activities designed
to reduce the burden on the global environment by eliminating pollution, waste, waste
materials, etc., saving energy and resources, and promoting recycling in their corporate
activities. In addition, the Supplier shall understand the Panasonics environmental
policy and pay due attention to environmental protection and the prevention of accidents
etc. when supplying parts and materials, disposing of waste, etc.

2. Panasonic will, if it deems it necessary, notify the Supplier of environmental load

substances (hereinafter referred to as the "Environmental Load Substances") in a form
to be separately prescribed by it. In this case, the Supplier shall guarantee that the
Product is not one of the prohibited substances appearing on the list of the
Environmental Load Substances (hereinafter referred to as the "Prohibited Substances")
and that no Prohibited Substances will be contained in the Product or used in its
manufacturing process.

3. If the Product is or contains any of those controlled substances appearing on the list of
the Environmental Load Substances which are specifically designated by Panasonic
(hereinafter referred to as the "Designated Controlled Substances") or if any of the
Designated Controlled Substances is used in its manufacturing process, then the
Supplier shall notify Panasonic in the form prescribed by Panasonic (including via
electronic data) before delivering such Product to it.

4. In the case where the Supplier is required to give a guarantee under this Article,
Panasonic may enter, if necessary, the Supplier's factories, offices, etc., and production
outsourcees, upon prior notice, to carry out an inspection etc. to check how
environmental protection activities are performed there.

Article 15: Hazardous Materials

1. In the event that Supplier or Panasonic learns of any issue relating to a potential safety
hazard or unsafe condition in Product supplied by Supplier hereunder or are advised
of such by competent authorities of any Government having jurisdiction over such
Product, it will immediately advise the other party by the most expeditious means of

2. All parties shall cooperate in correcting any such condition that is found to exist, but
Supplier shall remain ultimately responsible therefore and shall indemnify and hold
Panasonic harmless against any and all costs, expenses, suits, claims, damages
(including attorney fees and court costs) in connection therewith and with recovering
and effecting such correction.

Article 16. Respect for Human Rights

1. The Supplier shall endeavor to pay due respect to the human rights of its employees,
provide a safe and proper working environment, promote nondiscrimination, and
provide equal employment opportunities. Also, the Supplier shall always endeavor to
build sound relationships and solve problems with its employees through proactive,
good-faith dialogues with them.

2. The Supplier shall not engage in any forced labor, child labor, illegal employment of
foreign workers, or other illegal or unjust employment practices, and shall comply with
the acts and regulations of the countries and regions in which it operates with respect to
the terms of employment, including, but not limited to, wages and working hours.

Article 17. Fair Trade

1. The Supplier warrants and represents that it has not at any time in the past, nor will it in
the future, either directly or indirectly through third parties, engage in any bribery or

2. The Supplier warrants and represents that (i) it has no knowledge of any past, current or
future actual or potential inaccuracies in its financial recordsl; and (ii) it shall maintain
complete and accurate financial records, ensuring that all transactions, including
transactions with Panasonic, are properly, accurately and fairly recorded in a single set
of books. The Supplier will notify Panasonic immediately of any suspicious records
which indicate impropert payments or accounting inaccuracies or inconsistencies.

3. The Supplier agrees that upon Panasonics request, it shall provide to Panasonic
necessary information and documentation in order to determine whether all provisions
of this Agreement have been met.

4. At its sole discretion, upon notification to the Supplier, Panasonic may terminate, without
any liability, all contracts with the Supplier effective immediately if:
(1) Panasonic makes a good faith determination that the Supplier, its subsidiaries
or affiliated companies, have breached the terms of this Agreement or has
committed a violation of any other applicable anti-bribery or anti-corruption
laws; or
(2) the Supplier or an employee or affiliate of the Supplier has been named,
appointed, or otherwise becomes a government official; or
(3) the contracts are found to be impermissible under applicable laws.

5. The Supplier shall warrant and represent that it is not an antisocial force; it will not use
any antisocial force; it will not purport to be an antisocial force, or otherwise harm the
reputation or credibility of the Panasonic or interfere with its business operations or
make any undue demand on it; and none of the Supplier's major capital contributors
and officers are members of any antisocial force.

6. The Supplier shall have the obligation to cause its outsourcees and vendors to comply
with the provisions of the preceding paragraphs of this Article.

7. The Supplier shall immediately report to the Panasonic any breach of the provisions of
the preceding paragraphs of this Article that it may become aware of.
8. If the Supplier is in breach of the provisions of any of the preceding paragraphs of this
Article, then the Panasonic may immediately terminate transactions with the Supplier
without having to give it any warning or complete any formalities.

Article 18: General/Miscellaneous

1. No amendment, modification, termination or waiver of any provision of these General

Terms and Conditions or of any Supply Contract, and no consent to any departure by
either party therefrom, shall under any circumstances be effective unless the same
shall be in writing and signed by both parties, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given. No
notice to or demand on Supplier in any event, case or occurrence, shall of itself entitle
Supplier to any other or further notice or demand in any similar or other circumstances.

2. The headings of the various provisions of these General Terms and Conditions are
solely for convenience and shall not be used for the purposes of interpreting the same.

3. If any provision hereof or any part provision is or is held by any competent court or
authority to be invalid or unenforceable, such provision or part provision will be
deemed severed and omitted, the remaining portions hereof continuing in full force
and effect. If required, Panasonic and Supplier shall replace such invalid or
unenforceable provision with a valid and enforceable provision having similar
economic consequences, provided that the content of the Terms and Conditions is not
materially altered.
4. No course of dealings between Supplier and Panasonic or any delay or omission of
Panasonic to exercise any right or remedy granted under these Terms and Conditions
shall operate as a waiver of such rights, and every right and remedy of Panasonic
provided herein shall be cumulative, concurrent and in addition to any other further
rights and remedies available at law or in equity.

5. Supplier shall not assign the benefit or the burden of any Supply Contract, in whole or
in part to any third party without the prior written consent of Panasonic.

Article 19: Governing Law and Dispute Resolution

1. The terms of any Supply Contract (including these Terms and Conditions) shall be
governed by and construed in accordance with the laws of Japan, without reference to
principles of conflict of laws and excluding the application of the United Nations
Convention on Contracts for the International Sale of Goods 1980..

2. The parties agree that, save as to matters dealt with in Article 9, and save in relation to
the enforcement of judgments, the prosecution of insolvency proceedings or the taking
of injunctive relief, any dispute, disagreement, controversy or claim arising out of or in
connection with transactions using the Panasonic MRO system (the Dispute) shall be
settled by Panasonic and Supplier through mutual good-faith discussions. In the event
any Dispute between Panasonic and Supplier cannot be settled through mutual good-
faith discussions within sixty (60) days after either Panasonic or Supplier issues a
written notice to the other expressly acknowledging the existence of such Dispute,
such Dispute shall be exclusively referred to and finally settled by arbitration, to be
held in [Osaka, Japan] in the English language, in accordance with the rules of the
International Chamber of Commerce by three (3) arbitrators selected under such rules.
The award rendered shall be final and binding upon the Panasonic and Supplier. The
award rendered shall be enforceable in any court of competent jurisdiction, and neither
Panasonic nor Supplier shall object to such award being enforced nor commence any
action in any court regarding any Dispute except to enforce the award.

Article 20: Third Parties Rights

Nothing hereunder shall be deemed to create any right in any person or entity that is not a
party to these General Terms and Conditions except as specifically provided herein and these
General Terms and Conditions shall not be construed in any respect to be an agreement in
whole or in part for the benefit of any other party, person, or entity. No consent of third party is
required for any variation or termination of these General Terms and Conditions.