CORPORATE AGREEMENT
Last revised January 1, 2015
This Corporate Agreement (“Agreement”) is entered into by and between BOSCH AUTOMOTIVE SERVICE SOLUTIONS INC., a Delaware corporation, with offices located at 28635 Mound Road, Warren, Michigan 48092 (“Bosch”) and [INSERT SELLER NAME], a [JURISDICTION] [corporation/limited liability company], with a place of business located at [INSERT ADDRESS] (“Seller”).
1. Scope
1.1 The provisions of this Agreement shall apply to all purchase orders, scheduling agreements, tooling orders, manifest and material releases entered into between Seller and Bosch during the term of this Agreement with respect to the products, defined below, which are the subject of this Agreement (hereinafter referred to as “Individual Contracts”).
1.2 This Agreement also is valid for Seller and all of its affiliates.
2. Term
2.1 This Agreement shall become effective as of [INSERT EFFECTIVE DATE] and will continue until terminated as permitted herein. However, this Agreement may be terminated by either party by giving no less than six (6) months notice in writing that the Agreement will terminate at the end of a calendar year. Notwithstanding the termination of this Agreement pursuant to this paragraph, the Individual Contracts entered into prior to the termination shall continue in full force and effect under this Agreement, pending the termination of such Individual Contracts.
2.2 Notwithstanding Section 2.1 above, termination for good cause shall remain unaffected. Events which trigger Bosch’s right to terminate this Agreement and Individual Contracts for good cause includes the following:
(a) Breach by Seller of a material term or condition of this Agreement or an Individual Contract, which breach is not corrected within fifteen (15) days after written notice;
(b) Seller shall become insolvent, admit in writing its inability to pay debts as they mature or cease to conduct business as a going concern; or
(c) If any bankruptcy, reorganization, debt arrangement, or other proceeding under any bankruptcy or insolvency law or any dissolution or liquidation proceeding shall be instituted by or against Seller.
3. Products and Pricing
3.1 The components, materials, parts and services covered under this Agreement (hereinafter referred to as the “Product(s)”) are defined in Exhibit A, which may be modified at any time by written agreement of the parties. All Bosch engineering drawings, requirements, descriptions and/or specifications related to the Products (collectively referred to as “Specifications”) provided to the Seller during the course of supply of Products are material to and are incorporated in this Agreement.
3.2 This Agreement and Individual Contracts issued pursuant to this Agreement shall continue to apply notwithstanding any change to a part number of any Product or any change in the Specifications of any Product. If Seller supplies any components, materials, parts or services not listed on the Pricing Agreement, such components, materials, parts and services shall nevertheless be deemed to be Products under this Agreement, unless the parties agree otherwise in writing.
3.3 Prices for the Products shall be in accordance with the prices listed in Exhibit A, which may be modified at any time by written agreement of the parties.
4. Contracting Party and Terms and Conditions
4.1 The Bosch Automotive Service Solutions Inc. North American Terms and Conditions of Purchase attached hereto as Exhibit B (“POTCs”) are a material part of this Agreement and are incorporated herein in full. This Agreement, the POTCs, the Individual Contracts, and any other documents incorporated by reference into this Agreement or the POTCs, constitutes the entire understanding of the parties regarding the subject matter hereof, and supersedes all prior understandings, negotiations or agreements, whether written or oral.
4.2 In the event of a conflict among the provisions of this Agreement, the provisions of the POTCs, the provisions of an Individual Contract for the purchase of Products or the terms of any other agreement, the terms contained in this Agreement shall prevail and be controlling.
5. Dispute Resolution and Governing Law.
5.1 Bosch and Seller shall first endeavor to resolve through good faith negotiations any dispute arising under this Agreement or any Individual Contract. If a dispute cannot be resolved through good faith negotiations within a reasonable time, either party may request non-binding mediation by a mediator approved by both parties. If mediation fails to resolve the dispute within thirty (30) days after the first mediation session, all disputes arising out of or relating to the Agreement or any Individual Contract shall be resolved through binding arbitration, except that any request for injunctive or emergency relief may be filed in Michigan Circuit Court for the County of Oakland or the United States Court for the Eastern District of Michigan. Seller acknowledges that it is subject to jurisdiction in the above listed courts and agrees to submit to the jurisdiction of the above listed courts.
5.2 The arbitration proceedings shall be conducted before a panel of three arbitrators (one appointed by each party and the neutral appointed by the other two arbitrators) in accordance with the Commercial Rules of the American Arbitration Association including application of the Optional Rules for Emergency Measures of Protection and shall be governed by the United States Arbitration Act and this Section 5. The arbitration shall be conducted in Oakland County, Michigan, and the language of the arbitration shall be English. The arbitrators shall issue a written opinion setting forth the basis for the arbitrator’s decision, which may include an award of legal fees and costs. While arbitration proceedings are pending, the parties shall continue to perform their obligations under this Agreement or any Individual Contract without setoff for any matters being contested in the arbitration proceedings. Unless otherwise agreed by Bosch and the Seller in writing, the arbitration hearing shall be conducted within 180 days of the filing of the claim. The arbitration hearing shall be conducted on consecutive days until completed.
5.3 Venue for confirmation of or any challenge to the arbitration award under Section 5.2 shall be, at Bosch’s option, either the Michigan Circuit Court for the County of Oakland or the United States Court for the Eastern District of Michigan.
5.4 This Agreement and any Individual Contract shall be construed and governed in accordance with either the internal laws of the State of Michigan and the United States of America. The provisions of the United Nations Convention on Contracts for the International Sale of Goods, and any conflict-of-laws provisions of any jurisdiction that would require the application of another choice of law, are explicitly excluded.
6. Final Provisions
6.1 This Agreement may only be modified by a written amendment executed by authorized representatives of each party.
6.2 If any provision of this Agreement, or portion of any provision hereof, is found by a court of competent jurisdiction to be unenforceable, the balance of this Agreement or such provision shall be interpreted and enforced to the greatest extent possible as if the unenforceable provision or portion had never been a part hereof.
6.3 Seller may not, without Bosch’s prior written consent: (i) assign or delegate (including without limitation by subcontract) its obligations under this Agreement or any Individual Contract; or (ii) enter into a transaction which would, directly or indirectly, result in a Change of Control of Seller. For purposes of this Agreement, a “Change of Control” shall mean (a) a sale of all or substantially of Seller’s assets used for the production of the Products for Bosch; or (b) a merger, sale or exchange of stock or other equity interests that would result in the Seller directly or indirectly being controlled by a third party. For purposes of this Agreement, “control” means the ownership of more than 50% of the voting stock or other equity interest of the Seller or otherwise possessing the power to designate a majority of the members of the board of directors (or other functionally equivalent governing body). In the event of any assignment (including, without limitation, subcontract), or Change of Control to which Bosch has consented, Seller shall retain all responsibility for Products, including all related warranties and any claims arising out of or in connection with such warranties, unless otherwise expressly agreed to in writing by Bosch.Bosch shall have the right to assign any benefit or obligation under this Agreement, or any Individual Contract to any third party upon notice to Seller with or without Seller’s consent.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives.
BOSCH AUTOMOTIVE SERVICE SOLUTIONS INC. [SELLER NAME]
By: By:
Sign: Sign:
Title: Title:
Date: Date:
By:
Sign:
Title:
Date:
Exhibit A
Products and Pricing
[PER SUPPLIER’S QUOTE/PRICE LIST DATED XXX]
[PER BOSCH’S PURCHASE ORDER]
[Bosch shall be paid rebates in accordance with the Rebate Agreement by and between Bosch and Supplier dated [xx]]
Exhibit B
Bosch Terms and Conditions of Purchase
See attached
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