Common use of ASSUMPTIONS/PRE-REQUISITES Clause in Contracts

ASSUMPTIONS/PRE-REQUISITES. 4.1 The Procurement services will be carried out according to and within Volvo Cars existing sourcing process and approval levels. Volvo Cars Procurement will follow the already established functional forums, where Procurement is required for the sourcing process. Sourcing Strategy (bidders list) and Sourcing Decision (final supplier) will be approved in Volvo Cars Supplier Choice Meeting (“SCM”) and Supplier Choice Consensus (“SCC”). The sourcing decisions will be made in SCM and SCC. The governance procedure is described in Appendix 4. 4.2 At the supplier selection for Polestar Technology components, Polestar is responsible to participate in the SCM and is regarded as one of the Stakeholders and will have a voice in the SCM. At the supplier selection for common platform components, Polestar is invited to be present in the SCM. 4.3 Volvo Cars Procurement requires all Engineering Statement of Work (“ESOW”) to be agreed and signed-off between Volvo Cars and Polestar R&D before Sourcing is commenced. 4.4 Sourcing decisions will be based on multiple parameters such as quality, technical capability, sustainability, strategic consideration, and price. All price calculations are based on landed cost. 4.5 To adhere to Volvo Cars standards, the Volvo Cars Purchasing Terms & Conditions will be used towards the suppliers at sourcing and contract signing. Volvo Cars plants payment terms: 60 days + free delivery months and 75 days net for export/import between EU and China. Volvo Cars delivery terms: FCA. 4.6 “Arm’s length principle” will be applied, meaning that information shared with Polestar about for instance Volvo Cars supplier strategies and agreements will be based on “need-to-know” basis only. Volvo Cars will not share benchmark data without the consent of the Supplier. 4.7 Volvo Cars will use its own standard agreements for sourcing Volvo Technology parts, but will not commit to volume on behalf of Polestar. 4.8 Volvo Cars Procurement functions will work in their normal line organisation while providing this service to Polestar, and may work with other projects in parallel.

Appears in 2 contracts

Samples: Service Agreement (Polestar Automotive Holding UK LTD), Service Agreement (Polestar Automotive Holding UK LTD)

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ASSUMPTIONS/PRE-REQUISITES. 4.1 The Procurement services will be carried out according to and within Volvo Cars existing sourcing process change management processes and approval levels. Volvo Cars Procurement will follow the already established functional forums, where Procurement is required for the sourcing processdifferent change management processes (i.e DRM). Sourcing Strategy (bidders list) Decision related to supplier relocation and Sourcing Decision (final supplier) claims will be approved aligned in Volvo Cars Supplier Choice Meeting (“SCM”) and Supplier Choice Consensus (“SCC”). The sourcing decisions will be made in SCM and SCCor similar forum. The governance procedure is described in Appendix 42 General Terms to this Service Agreement. 4.2 At the In case of supplier selection relocation for Polestar Technology componentsunique components according to chapter 3.5 point 2, Polestar is responsible to participate in the SCM and is regarded as one of the Stakeholders and will have a voice in the SCM. At Service provider will provide all SCM material to the supplier selection for common platform components, Polestar Purchaser when material is invited officially filed prior to be present in the SCMSCM or related decision meeting. 4.3 Volvo Cars Procurement requires all Engineering Statement of Work (“ESOW”) to be agreed and signed-off between Volvo Cars and Polestar R&D before Sourcing is commenced. 4.4 Sourcing Relocation decisions for any [***] part will be based on multiple parameters such as quality, technical capability, sustainability, strategic consideration, and price. All price calculations are based on landed cost. 4.4 Cost of and final decision about claims will be done by the Purchaser and target is that all such cost shall be ordered and paid directly between the Purchaser and the Suppliers. The Parties may for a certain claim/s agree that the Service Provider should pay the Supplier in which case the Service Provider should be reimbursed in full by the Purchaser. 4.5 To adhere to Volvo Cars standards, the Volvo Cars Purchasing Terms & Conditions will be used towards the suppliers at sourcing and contract signingclaim handling. Volvo Cars plants payment terms: 60 days + free delivery months and 75 days net for export/import between EU and China. Volvo Cars delivery terms: FCA. 4.6 “Arm’s length principle” Information which is part of the Result generated under this Agreement will be applied, meaning that information shared with Purchaser upon request based on Procurement Information Sharing principles in Polestar about for instance Volvo Cars supplier strategies and agreements Shared Technology Working Principles (STWP). Purchaser recognize that the information will be based on “need-to-know” basis onlyprovided within a reasonable timeframe considering Sellers’ resource constraints. Volvo Cars will not share benchmark data without the consent of the Supplier. Notwithstanding the above, the Purchaser shall have access to all necessary data to be able to judge and decide upon eventual claims. 4.7 Volvo Cars will use its own standard agreements for sourcing Volvo Technology parts, but will not commit to volume on behalf of Polestar. 4.8 Volvo Cars Procurement functions will may work in their normal line organisation while providing this service to Polestar, Polestar and may work with other projects in parallel.

Appears in 1 contract

Samples: Service Agreement (Polestar Automotive Holding UK LTD)

ASSUMPTIONS/PRE-REQUISITES. 4.1 Volvo Cars Procurement will have the full lead for the Indirect Procurement activities. • Polestar and Volvo Manufacturing Engineering shall agree about cost targets for each sourcing scope prior to sourcing. If sourcing results is not fulfilling set cost targets deviations to be aligned in Polestar Program Governance Meeting (PPGM) between Volvo and Polestar and then agreed in SCM/SCC. In the event a deviation cannot be agreed in SCM/SCC, the issue will be escalated according to the governance process described in Appendix 2. 4.2 The Procurement services will be carried out according to and within Volvo Cars existing sourcing process and approval levels. Volvo Cars Procurement will follow the already established functional forums, where Procurement is required for the sourcing process. Sourcing Strategy (bidders list) and Sourcing Decision (final supplier) will be approved in Volvo Cars Supplier Choice Meeting (“SCM”) and Supplier Choice Consensus (“SCC”). The sourcing decisions will be made in SCM and SCC. The governance procedure is described in Appendix 4. 4.2 At the supplier selection for Polestar Technology components, Polestar 4.3 The Purchaser is responsible to ‘to’ participate in the the’ SCM and is regarded as one of the the’ Stakeholders and will have a voice in the SCM. At the supplier selection for common platform componentsThe Purchaser should get an invitation in due time and will be provided with necessary information, Polestar is invited according to Section 5.4, in order to be present able to actively participate in the SCM. 4.3 meeting. If Polestar chooses not to participate, the decisions made by Volvo Cars Procurement requires all Engineering Statement of Work (“ESOW”) in SCM and SCC are deemed to be agreed and signed-off between Volvo Cars and Polestar R&D before Sourcing is commencedaccepted by Polestar. 4.4 Sourcing decisions will be based on multiple parameters such as quality, technical capability, sustainability, strategic consideration, and price. All price calculations are based on landed cost. 4.5 To adhere to Volvo Cars standards, the Volvo Cars Purchasing Terms & Conditions will be used towards the suppliers at sourcing and contract signing. All contracts that are required to, will be 3-party agreement, meaning that Polestar and Volvo Cars plants payment terms: 60 days + free delivery months and 75 days net for export/import between EU and China. Volvo Cars delivery terms: FCAjointly sign one contract with the supplier. 4.6 “Arm’s length principle” will be appliedBased on initial estimated split provided by Manufacturing Engineering program, meaning that information shared with Polestar each Party shall then place their orders towards the supplier. If there is a need to adjust the order split after contract is signed, each Party shall immediately, and based on split provided by Manufacturing Engineering program, make the funding (Shopping Cart) available for the Service Provider. 4.7 Information about for instance Volvo Cars the Service Provider’s supplier strategies and agreements will be shared with the Purchaser based on “need-to-know” basis only. Volvo Cars The Service Provider will not share benchmark data without the consent of the Supplier. 4.7 Volvo Cars . However, information based on the Service Providers agreements where by the Purchaser is an affiliate to the agreement and utilising the agreement will use its own standard agreements for sourcing Volvo Technology parts, but will not commit to volume on behalf of Polestarbe shared. 4.8 Volvo Cars Procurement functions will work in their normal line organisation while providing this service to Polestar, and may work with other projects in parallel.

Appears in 1 contract

Samples: Service Agreement (Polestar Automotive Holding UK LTD)

ASSUMPTIONS/PRE-REQUISITES. 4.1 Volvo Cars Procurement will have the full lead for the Indirect Procurement activities. Polestar and Volvo Manufacturing Engineering shall agree about cost targets for each sourcing scope prior to sourcing. If sourcing results is not fulfilling set cost targets deviations to be aligned in Polestar Program Governance Meeting (PPGM) between Volvo and Polestar and then agreed in SCM/SCC. In the event a deviation cannot be agreed in SCM/SCC, the issue will be escalated according to the governance process described in Appendix 2. 4.2 The Procurement services will be carried out according to and within Volvo Cars existing sourcing process and approval levels. Volvo Cars Procurement will follow the already established functional forums, where Procurement is required for the sourcing process. Sourcing Strategy (bidders list) and Sourcing Decision (final supplier) will be approved in Volvo Cars Supplier Choice Meeting (“SCM”) and Supplier Choice Consensus (“SCC”). The sourcing decisions will be made in SCM and SCC. The governance procedure is described in Appendix 4. 4.2 At the supplier selection for Polestar Technology components, Polestar 4.3 The Purchaser is responsible to participate in the SCM and is regarded as one of the Stakeholders and will have a voice in the SCM. At the supplier selection for common platform componentsThe Purchaser should get an invitation in due time and will be provided with necessary information, Polestar is invited according to Section 5.4, in order to be present able to actively participate in the SCMmeeting. If Polestar chooses not to participate, the decisions made by Volvo Cars in SCM and SCC are deemed to be accepted by Polestar. 4.3 Volvo Cars Procurement requires all Engineering Statement of Work (“ESOW”) to be agreed and signed-off between Volvo Cars and Polestar R&D before Sourcing is commenced. 4.4 4.5 Sourcing decisions will be based on multiple parameters such as quality, technical capability, sustainability, strategic consideration, and price. All price calculations are based on landed cost. 4.5 4.6 To adhere to Volvo Cars standards, the Volvo Cars Purchasing Terms & Conditions will be used towards the suppliers at sourcing and contract signing. Volvo Cars plants payment terms: 60 days + free delivery months and 75 days net for export/import between EU and China. Volvo Cars delivery terms: FCA. 4.6 “Arm’s length principle” , All contracts that are required to, will be applied3-party agreement, meaning that information shared Polestar and Volvo Cars jointly sign one contract with Polestar the supplier. 4.7 Based on initial estimated split provided by Manufacturing Engineering program, each Party shall then place their orders towards the supplier. If there is a need to adjust the order split after contract is signed, each Party shall immediately, and based on split provided by Manufacturing Engineering program, make the funding (Shopping Cart) available for the Service Provider. 4.8 Information about for instance Volvo Cars the Service Provider’s supplier strategies and agreements will be shared with the Purchaser based on “need-to-know” basis only. Volvo Cars The Service Provider will not share benchmark data without the consent of the Supplier. However, information based on the Service Providers agreements where by the Purchaser is an affiliate to the agreement and utilising the agreement will be shared. 4.7 Volvo Cars will use its own standard agreements for sourcing Volvo Technology parts, but will not commit to volume on behalf of Polestar. 4.8 4.9 Volvo Cars Procurement functions will work in their normal line organisation while providing this service to Polestar, and may work with other projects in parallel.

Appears in 1 contract

Samples: Service Agreement (Polestar Automotive Holding UK LTD)

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ASSUMPTIONS/PRE-REQUISITES. 4.1 The Procurement services will be carried out according to and within Volvo Cars existing sourcing process change management processes and approval levels. Volvo Cars Procurement will follow the already established functional forums, where Procurement is required for the sourcing processdifferent change management processes (i.e DRM). Sourcing Strategy (bidders list) and Sourcing Decision (final supplier) related to supplier relocation will be approved in Volvo Cars Supplier Choice Meeting (“SCM”) and Supplier Choice Consensus (“SCC”). The sourcing decisions will be made in SCM and SCC. The governance procedure is described in Appendix 42. 4.2 At the In case of supplier selection relocation for Polestar Technology componentsunique components according to chapter 7, under point 2, Polestar is responsible to participate in the SCM and is regarded as one of the Stakeholders and will have a voice in the SCM. At Service provider will provide all SCM material to the supplier selection for common platform components, Polestar Purchaser when material is invited officially filed prior to be present in the SCMSCM or related decision meeting. 4.3 Volvo Cars Procurement requires all Engineering Statement of Work Relocation decisions for any [***] (“ESOW”PS2) to be agreed and signed-off between Volvo Cars and Polestar R&D before Sourcing is commenced. 4.4 Sourcing decisions part will be based on multiple parameters such as quality, capacity, technical capability, sustainability, strategic consideration, and price. All price calculations are based on landed cost. 4.4 In case of claims (accepted to be handled by the Service Provider), cost of and final decision about claims will be done by the Purchaser and target is that all such cost shall be ordered and paid directly between the Purchaser and the Suppliers. The Parties may for a certain claim/s agree that the Service Provider should pay the Supplier in which case the Service Provider should be reimbursed in full by the Purchaser. 4.5 To adhere to Volvo Cars standards, the Volvo Cars Purchasing Terms & Conditions will be used towards the suppliers at sourcing and contract signing. Volvo Cars plants payment terms: 60 days + free delivery months and 75 days net for export/import between EU and China. Volvo Cars delivery terms: FCA. 4.6 “Arm’s length principle” Information which is part of the Result generated under this Agreement will be applied, meaning that information shared with Purchaser upon request based on Procurement Information Sharing principles in Polestar about for instance Volvo Cars supplier strategies and agreements Shared Technology Working Principles (STWP). Purchaser recognize that the information will be based on “need-to-know” basis onlyprovided within a reasonable timeframe considering Sellers’ resource constraints. Volvo Cars will not share benchmark data without the consent of the Supplier. 4.7 Volvo Cars will use its own standard agreements for sourcing Volvo Technology parts, but will not commit to volume on behalf of Polestar. 4.8 Volvo Cars Procurement functions will may work in their normal line organisation while providing this service to Polestar, Polestar and may work with other projects in parallel.

Appears in 1 contract

Samples: Service Agreement (Polestar Automotive Holding UK LTD)

ASSUMPTIONS/PRE-REQUISITES. 4.1 The Procurement services will be carried out according to and within Volvo Cars existing sourcing process change management processes and approval levels. Volvo Cars Procurement will follow the already established functional forums, where Procurement is required for the sourcing processdifferent change management processes (i.e DRM). Sourcing Strategy (bidders list) and Sourcing Decision (final supplier) related to supplier relocation will be approved in Volvo Cars Supplier Choice Meeting (“SCM”) and Supplier Choice Consensus (“SCC”). The sourcing decisions will be made in SCM and SCC. The SCM”).The governance procedure is described in Appendix 42. 4.2 At the In case of supplier selection relocation for Polestar Technology componentsunique components according to chapter 7, under point 2, Polestar is responsible to participate in the SCM and is regarded as one of the Stakeholders and will have a voice in the SCM. At Service provider will provide all SCM material to the supplier selection for common platform components, Polestar Purchaser when material is invited officially filed prior to be present in the SCMSCM or related decision meeting. 4.3 Volvo Cars Procurement requires all Engineering Statement of Work Relocation decisions for any [***] (“ESOW”PS2) to be agreed and signed-off between Volvo Cars and Polestar R&D before Sourcing is commenced. 4.4 Sourcing decisions part will be based on multiple parameters such as quality, capacity, technical capability, sustainability, strategic consideration, and price. All price calculations are based on landed cost. 4.4 In case of claims (accepted to be handled by the Service Provider), cost of and final decision about claims will be done by the Purchaser and target is that all such cost shall be ordered and paid directly between the Purchaser and the Suppliers. The Parties may for a certain claim’s agree that the Service Provider should pay the Supplier in which case the Service Provider should be reimbursed in full by the Purchaser. 4.5 To adhere to Volvo Cars standards, the Volvo Cars Purchasing Terms & Conditions will be used towards the suppliers at sourcing and contract signing. Volvo Cars plants payment terms: 60 days + free delivery months and 75 days net for export/import between EU and China. Volvo Cars delivery terms: FCA. 4.6 “Arm’s length principle” Information which is part of the Result generated under this Agreement will be applied, meaning that information shared with Purchaser upon request based on Procurement Information Sharing principles in Polestar about for instance Volvo Cars supplier strategies and agreements Shared Technology Working Principles (STWP). Purchaser recognize that the information will be based on “need-to-know” basis onlyprovided within a reasonable timeframe considering Sellers’ resource constraints. Volvo Cars will not share benchmark data without the consent of the Supplier. 4.7 Volvo Cars will use its own standard agreements for sourcing Volvo Technology parts, but will not commit to volume on behalf of Polestar. 4.8 Volvo Cars Procurement functions will may work in their normal line organisation while providing this service to Polestar, Polestar and may work with other projects in parallel.

Appears in 1 contract

Samples: Service Agreement (Polestar Automotive Holding UK LTD)

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