EXHIBIT 10.10 (v)
[INDICATED PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT]
WARRANTY AGREEMENT
between:
Bayerische Motoren Werke
Aktiengesellschaft
Petualring 130
80788 Munchen
Germany
and subsidiaries (ref.ss.15 AktG)
(excluding Rover Group Ltd. Birmingham)
-Referred to herein as,,BMW"-
and
Navigation Technologies BV
Xx Xxxx 00
0000 XX Best
Niederlande
-Referred to herein as the,,Supplier"-
Supplier-Nr.: 202202
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1. CONTENT OF THE WARRANTY OBLIGATION
1.1 The subject of this Agreement is the Warranty for all products
("Parts") supplied by supplier, as a supplement to Section 7, of BMWs
,,Purchasing Terms and Conditions".(BMW Terms and Conditions for the
Purchase of Production Material and Automobile Components)
It is the sense of this agreement that the Parts delivered are
defective when upon delivery they are encumbured by faults or flaws
that nullify or diminish the value or the utility as described in the
specifications (BMW Lastenheft), drawings and purchase orders.
[redacted]
[redacted]
1.2 Notifications of defects leading to warranty claims shall be checked by
the supplier in order to determine the reasons for such defects. The
scope and extent of such testing shall be agreed with BMW or shall be
determined by BMW. The results of such testing shall be reported to BMW
Immediately. For reoccuring defects it is suppliers obligation to
immediately put the remedy process into operation once it is consented
by BMW.
The supplier shall periodically verify the corrective measures taken
for their effectiveness and provide BMW with corresponding reports.
Should the supplier be unable to perform such testing itself, BMW will
carry out such testing and charge the cost incurred for such purpose to
the supplier. Both parties hereto shall endeavor to agree on the amount
of such costs in advance.
[redacted]
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Furthermore, supplier commits itself to revise faults reported by BMW
[redacted]
1.3 Warranty handling procedures, warranty accounting, and warranty refunds
shall be conducted between BMW and the supplier or by their nominated
representatives.
1.4 All warranted Parts shall be replaced by new products. However, should
repairs of defective Parts be agreed for economic or ecological
reasons, rebuilt ("exchange") Parts shall be used for such repair
purposes.
1.5 Except for those regulations expressly provided in this agreement the
contractual relationship is governed by the currently agreed version of
the following:
BMW AG Purchasing Terms and Conditions
BMW AG Terms for Production Equipment
BMW AG Terms and Conditions for Deliveries
BMW AG Supply Instructions
BMW AG Quality Assurance Instructions
2. Warranty period
The warranty period expires [redacted] after the first registration of
the vehicle or the installation of spare Parts, at the latest, however,
[redacted] after delivery to the purchaser of the Part.. The warranty
period is further limited by the warranty period currently granted by
BMW AG to the purchaser of the vehicle or Part.
However, In the case of Parts relevant to the emission control system
and vehicle safety, the warranty period shall be determined by the
pertinent legal requirements applicable in the various sales markets to
which BMW AG exports cars, to the extent to which the warranty periods
required in such sales markets exceed the above periods or mileage. Any
costs resulting there from shall be the responsibility of the supplier.
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3. WARRANTY FOR "ZERO-KILOMETER" FAILURES
Zero-kilometer failures shall be deemed to be complaints
- in goods receiving - niet
- in further processing of semi-finished products - niet
- on the assembly line or in function testing after assembly - niet
If defective Parts are delivered, the supplier shall first be given the
opportunity before start of production (processing or fitting) to sort
out and rework or replace them. If the supplier is unable to comply
with or accomplish the afore stated immediately, BMW is entitled to
rescind the contract to this extent and return the Parts at the
supplier's risk. In addition, in urgent cases BMW may, after
consultation with the supplier and on the supplier's behalf, accomplish
the rework itself or have it done by a third party.
BMW shall compile a test report specifying the costs incurred and shall
return the deficient Parts to the supplier to the extent to which such
deficiency has not been remedied by re-working, providing an
appropriate, case-related calculation of the costs incurred. The test
report will be sent to the supplier. Based on the content of the test
report, and provided that there is a valid claim under this agreement,
the following costs shall be charged to and refunded by the supplier
upon return of the Part::
3.1 BMW production plants in Europe
a) Supplies/Parts returned plus lump sum for packaging and
freight [redacted]
b) Procedure-related costs actually incurred for re-working or
loss of processing at BMW or with a third party [redacted]
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3.2 BMW production plants outside Europe (CKD assembly)
CKD claims from South Africa, Thailand, Malaysia, Indonesia, Vietnam,
Mexico, Philippines, United Emirate and future CKD markets to be
developed shall be settled as follows:
[redacted]
b) Procedure-related costs actually incurred for re-working or loss of
processing at-BMW or with a third party [redacted]
3.3 Failures and deficiencies caused by BMW
Parts with deficiencies caused by BMW shall be returned to the supplier
for repair, the lump sum repair charge agreed by the parties hereto
being deducted from the value of such Parts and the residual value of
[redacted] of the purchase price of the Part being debited to the
supplier. The supplier shall repair such Parts and return them to BMW,
charging BMW the currently valid purchase price. All repaired Parts
shall be specially marked.
4. Warranty for failures in the field
"Failures in the field" shall be deemed to be deficiencies on vehicles
which have already left BMW's production plants and facilities.
4.1 Warranty procedure for countries required to return Parts
4.1.1 BMW shall provide the supplier with defective Parts from the countries
listed in the Annex (meaning that the countries in the Annex list are
required to return Parts).
BMW shall send defective Parts to the supplier, who shall then examine
such Parts and inform BMW in writing of the result of the testing.
Where it is determined appropriate,
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BMW shall perform its own testing or participate in the testing
conducted by the supplier. Should the supplier fail to submit the
result of such a test to BMW within [redacted] from the date (date of
shipping documents) that the Parts have been sent to the supplier, then
the supplier shall be deemed to have duly acknowledged and accepted the
Parts involved as deficient.
4.1.2 Parts free of deficiencies (Kein Fehler gefunden "KFG" Parts)
The supplier shall return without delay all Parts tested as ,,KFG" (no
trouble found) together with the individual test results attached to
the respective warranty detail (warranty Parts tag), and except in case
of destructive testing, the Part will be returned in its original
condition. All functional Parts will be marked "tested by supplier to
be free of defects."
BMW Work Standard 600 13.0 Part 4 has to be applied accordingly to
electric and electronic components only.
The supplier's characterization of Parts as ,,KFG" confirms that the
Part has no deficiencies and can be reused without limitation to its
original warranty. [redacted]
4.1.3 BMW shall in all cases provide a defective Parts tag.
4.2 Warranty procedure for countries not required to return Parts
All BMW sales markets not listed in the Annex shall be deemed countries
not required to return Parts. In these cases BMW shall test
deficiencies itself and Parts shall not be sent to the supplier. The
supplier shall also be entitled to test such Parts provided he has
informed BMW of his wish in due time. In such a case the supplier shall
credit BMW by reimbursing the extra cost of handling/administration
required.
[redacted]. The calculation of such [redacted] is calculated in the
Annex.
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4.3 Calculation and settlement of warranty costs
4.3.1 Basis for the calculation shall be the scope of warranty determined
according to Section 4.1 above and the cost of re-procuring the
deficient products delivered.
4.3.2 Calculation and settlement of accounts for the minimum standard
warranty period currently granted globally by BMW
At the conclusion of this agreement, BMW grants its customers a global
warranty of at least 12 months
BMW will charge the supplier in accordance with the calculation set out
in the Annex.
5. SERIES DEFECTS INCLUDING RECALLS
Series defects shall be deemed to be an accumulation of warranty claims
attributable to the same cause exceeding the zero-defect target plus a
specific permissible defect rate. General quality deficiencies found
throughout an entire series of Parts shall also be regarded as series
defects. [redacted]
Should preventive service measures (including recalls) require the
exchange of Parts, [redacted]. This provision also applies to the Part
deficiencies incurred before a service action/ Campaign is implemented,
in which Parts are replaced because of the same cause of damage. Should
comprehensive exchange of Parts not be possible because of limited
Parts availability, or for reasons of damage containment, [redacted]
Net warranty costs are calculated as follows:
- [redacted]
- [redacted]
- [redacted]
- [redacted]
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6. DEFECTS AFTER WARRANTY PERIOD, GOODWILL
,,Cases of goodwill occur when BMW regulates individual and series
defects beyond the time of warranty granted to the end-user.
[redacted]
7. PRODUCT LIABILITY
In addition to Section 14.3 of the BMW Purchasing General Terms and
Conditions, the parties hereto agree as follows:
[redacted]
Munich, 08.09.1998
BAYERISCHE MOTOREN WERKE NAVIGATION TECHNOLOGIES H.V
AKTIENGESELLSCHAFT
/s/ /s/
--------------------------- ------------------------------
Signature Signature
/s/ Xxxx-Xxxxxx Xxxxxx
--------------------------- ------------------------------
Xxxx-Xxxxxx Xxxxxxx Xxxxx Xxxxx
---------------------------
Signature
/s/ Xxxxx Hepers
---------------------------
Xxxxx Hepers
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ANNEX TO THE WARRANTY AGREEMENT CONCLUDED BY
BAYERISCHE MOTOREN WORKE AG and NAVIGATION TECHNOLOGIES BV
5684 PH BEST/ NIEDERLANDE
DATED: 08.09.98 (SUPPLIER)
RE. SECTION 4.1.1:
Countries required to return deficient Parts: Germany
RE. SECTION 4.3.2:
Calculation of the total cost to be incurred:
[redacted]
*)This lump sum shall be determined in accordance with the ratio between sales
of BMW cars in Countries not required to return Parts and sales in the countries
required to return Parts, in each case for the previous year. Should this ratio
not be applicable to the items covered by the Agreement (e.g. because of model
specifications varying from one country to another), the applicable ratio shall
be determined and used for calculating the appropriate lump sum. If applicable,
the lump sum may also be determined in due consideration of defect frequency
varying from one region to another.
BMW shall review the lump sum annually and make an adjustment wherever
necessary.
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