ISUZU NORTH AMERICA CORPORATION - ISUZU … · • PPAP 12 1 • Process Change ... ECS/ECN (for...

ISUZU NORTH AMERICA CORPORATION

PURCHASING PROCEDURES MANUAL

Revised February 2016

Isuzu North America Corporation Purchasing Department 46401 Commerce Center Drive Plymouth, Michigan 48170 (734) 455-7595

Isuzu North America Corporation c/o Spartan Motors 1055 Mikesell St., Plant 5 Charlotte, MI 48813 (517) 541-3809

INAC Corporate Office 1400 S. Douglass Road Anaheim, CA 92806 (714) 935-9300

MISSION

The Purchasing Department of Isuzu North America Corporation (INAC) contracts for all commodities and services by maintaining procedures which foster fair and open competition; and by acquiring the greatest possible value and quality in the services and products purchased, with timely delivery, and the most economical cost.

Goals Purchasing goals are to: • Act as the liaison between the supplier and all departments facilitating the

production of commercial trucks for Isuzu North America Corporation. • Evaluate and select suppliers based on cost, quality and engineering

expertise. • Investigate and resolve supplier financial and accounts payable questions.

Issued 6/01/2005 Revised 8/18/2015

i

TABLE OF CONTENTS Section Page Request for Quotation • Basic Policy 1 1 • Part Quotation Process 1 1 • Request for Quotation Forms 1 2 Terms and Conditions • Basic Policy 2 1 • Terms and Conditions (Sample) 2 i Forecasts and Delivery Orders • Planning Forecasts 3 1 • Delivery Orders 3 1 • Emergency Delivery Orders 3 1 • Forecast and Delivery Order Forms 3 2 Purchase Order • System P.O. 4 1

◊ Basic Conditions 4 1 ◊ Process 4 1

• Manual P.O. 4 1 ◊ Basic Conditions 4 1 ◊ Service and Prototype Contact Information 4 2

• Purchase Order Forms 4 3 Payment • Production parts 5 1

◊ Basic Conditions 5 1 ◊ Process 5 1 ◊ Discrepancies/Questions 5 1 ◊ Adjustments 5 2

• Tooling, Special Parts 5 2 ◊ Basic Conditions 5 2 ◊ Process 5 2

Issued 6/01/2005 Revised 8/18/2015

ii

Section Page

Claim Procedures • Basic Policy 6 1 • Types of Claims 6 1

◊ Quality Claim - Defective Parts 6 1 ◊ Packaging and Container Claims 6 2 ◊ Shipping Non-Conformance 6 2 ◊ Shortage of Parts or Misdelivered Parts 6 3 ◊ Over Shipment of Parts 6 3 ◊ Multiple Bills of Lading 6 3 ◊ Split Shipments 6 4 ◊ Late Shipments 6 4 ◊ Unauthorized Freight Carrier 6 4 ◊ Freight Damage 6 4

• Standard Claim Package 6 4 • Repeat Claim 6 5 Tooling • Basic Policy 7 1 • Ordering and Production 7 1 • Payment 7 2 • Manner of Usage 7 3 • Relocation 7 3 • Disposal of Tooling 7 3 • Tooling Forms 7 4

Engineering and Model Changes • Engineering Change Basic Policy 8 1 • Documents and Definitions 8 1 • Document Combinations and Flow 8 2

◊ Basic Flow of Engineering Changes 8 2 ◊ Basic Flow of Supplier Request Sheets 8 3

• Engineering & Model Change Forms 8 3 Notification of Changes

• Required Documents 9 1 • Forms 9 2

Issued 6/01/2005 Revised 8/18/2015

iii

Section Page

Customs Operations • U.S. Free Trade Agreements 10 1

◊ NAFTA General Provisions 10 1 ◊ NAFTA H.S. Tariff Classification 10 1 ◊ Other Free Trade Agreements 10 1

• Customs-Trade Partnership Against Terrorism 10 2 • Customs Forms 10 3 • Appendix A CTPAT Expectations 10 i • Appendix B CTPAT Self-Assessment Form 10 ii Itochu Automobile America, Inc. (Logistics) • Transportation 11 1 • Parts Transportation Contact 11 2 Quality Requirements

• Quality Policy 12 1 • Concepts for Quality Assurance 12 1 • PPAP 12 1 • Process Change Requests & Deviations 12 2 • Production Controls 12 3 • Product Concern & Corrective Action 12 3 • Packaging 12 4 • Document Retention 12 4 • Quality Forms 12 5

1-1 Issued 6/01/2005 Revised 2/01/2016

REQUEST FOR QUOTATION Basic Policy • A Request for Quotation (RFQ) will be issued in the following circumstances:

◊ A new part release (current and future programs) ◊ A design change for an existing part ◊ Market test or cost investigative inquiry

• The RFQ sheet itemizes the details to be considered when quoting. In submitting a quotation, it is essential that supplier quote to the prints and specifications provided in the RFQ Sheet. However, Isuzu encourages supplier to provide alternative specifications to reduce cost or improve product quality.

• A Part RFQ is subject to the General Terms and Conditions which are enclosed with each RFQ package. Supplier’s submission of a quotation or proposal in response to the RFQ constitutes supplier’s acceptance of Isuzu’s General Terms and Conditions.

Part Quotation Process • INAC Purchasing will provide the following documents to the supplier in a part

quote package: ◊ Request for Quotation Cover Sheet ◊ General Terms and Conditions ◊ Standard Supplement to Request for Quotation ◊ Pre-Survey Questionnaire (new supplier) ◊ Part Quotation Form ◊ Tooling Quotation Form ◊ Production Process Charts (as required) ◊ Drawings and Specifications ◊ ECS/ECN (for initial production part release or design

changes) • Supplier should complete the RFQ package in accordance with the General

Terms and Conditions. • Supplier is welcome to recommend alternative specifications. In this case,

the Supplier should attach their drawing and a full explanation to the quotation. Supplier is still required to quote to the original drawings and specifications. If the quotation cannot be returned within the requested time, supplier should contact the commodity buyer who initiated the RFQ.

• Supplier is required to quote each phase of vehicle development (including pilot costs) using the quotation format.

• It is Isuzu’s policy that pilot parts should be supplied at production piece pricing.

• After receipt of quotations, the commodity buyer will evaluate and select a supplier.

1-2 Issued 6/01/2005 Revised 2/01/2016

REQUEST FOR QUOTATION FORMS**

1. Part Quotation Sheet 2. Tooling Quotation Sheet 3. Production Process Charts 4. Standard Supplement to Request for Quotation 5. Supplier Questionnaire **Forms are periodically updated with process change; please always confirm with INAC Purchasing that you are using the most current form or access the Isuzu website at www.iszapurchasing.com.

Issued: 6/01/05Updated: 2/01/16 www.iszapurchasing.com

Supplier's Name: Code:

Date: This quotation is valid until: / / P/ No.: P/ Name: Est. Vol./Month: Complete for cost variance

to previous P/ No. (if applicable)

Scrap Old P/ No. CostMaterial Name Material Wt. (Kg) Rate (%) Unit Price Amount Variance *Reason

1234

Total (1)

Scrap Old P/ No. CostComponent Name Material Qty. Rate (%) Unit Price Amount Variance *Reason

123456789

10Total (2)

Type of Operating Rate per Old P/ No. Cost Production Process Machine Minutes Minutes Qty. Amount Variance *Reason123456789

10Total (3)

(4) - Fill the attached sheet(s) for Tools S.G.A. Expenses ( %) (5)

Freight cost included in (5)- Preproduction build orders must be at production price. Profit ( %) (6)

Total (4)+(5)+(6) (7)- Cost Reduction % at SOP + 1yr.: Tooling Cost/Piece (8)- Cost Reduction % at SOP + 2yr.: Packaging Cost/Piece (9)

Grand Total (7)+(8)+(9)

- Production Readiness Timing:

- Manufacturing Plant Location:

- FOB Ship Location:

Remarks:

* Reason Code: (A)=VA; (B)=Design Change; (C)=Specification; (D)=Volume; (E)=Supply Parts Change; (F)=Negotiation; (G)= Other (state reason in Remark section)

Amount

Amount

INAC PART QUOTATION SHEET

Supplier Signature:

RFQ or ECS No.:Old P/ No.:

Title:

(1)+(2)+(3) =

Amount

www.iszapurchasing.comIssued: 6/01/05

Updated: 2/01/16


Date: This quotation is valid until:P/ No.: P/ Name: Est. Vol./Month: Complete for Tool Modification


Tool Tool *Tool P/ No. CostTool Name Size (LxWxH) Weight (Kg) Type New Mod. Amount Suffix Variance **Reason

123456789

10111213

Var.Total:

Location (where tool will be used) Name of Tool Manufacturer Location Tool PreparationTool Name City State Manufacturer City State Lead Time

123456789

10111213

- Production Volume Lead Time: Supplier Signature:

Title:

Remarks:

* Tool Type: (P)= Press; (C)= Casting; (F)= Forging; (J)=Jig; (R)=Resin; (BM)= Blow Mold; (M)= Model; (D)= Die; (CM)= Compression Mold; (IM)= Injection Mold

** Reason Code: (A)=VA; (B)=Design Change; (C)=Specification; (D)=Volume; (E)=Supply Parts Change; (F)=Negotiation; (G)= Other (state reason in Remark section)

(Provide more detail for Cost Variance Reason in Remark section)

- Gantt Chart for production readiness must be submitted after Isuzu tool kick off

INAC TOOLING QUOTATION SHEET


Total Tooling Cost:

PRODUCTION PROCESS CHART - PLASTIC and RUBBER PARTS

Updated 6/1/05www.iszapurchasing.com Page 1 of 2

SKETCH OF PART (With Dimensions) PRODUCTION PROCESS CHART (B) 1/2 Sheet No.

--- For Plastic & Rubber Part --- Date of Issue

Name of Supplier

Material of Part

Thickness of Part mmSignature

Weight of Part kg

Production Volumeunits/

monthBusiness Engineering

Pieces(s) per carName of Subcontractor:

Prototype or Volume Proto V.P.Sketch of tool (With Dimensions; R , L x F , B x H)

Injection Type of MachineMolding

Cycle Time: /sec

Compression Pieces per Shot /shotMolding

Number of Tool

Vacuum Molding Material of Tool

Blow Molding Weight of Tool kg

Extrusion Tool Life shotsMolding Lead Time

(Weeks)

Others Tool Number: Estimated Tool Cost ($)

0 1 2 3

Estimate

Assembly Eval Model Part Number Part Name Component Part Number Component Part Name Isuzu Approval


Updated 8/24/11 www.iszapurchasing.com Page 2 of 2

Production Process Chart (B) 2/2For Plastic & Rubber Parts

Sketches of

1 2

Production Process

Item Modification Records Originated Isuzu ApprovalModel Part Number Part Name (Due to) Date Name Date Name

0

Component Part NumbeComponent Part Name 1

2

3

PRODUCTION PROCESS CHART - STAMPED and FORGED PARTS


SKETCH OF PART (With Dimensions)PRODUCTION PROCESS CHART (A) 1/2 Sheet No.

--- For Stamped & Forged Parts --- Date of Issue

Name of Supplier

Material of Part


Weight of Part kg



Piece(s) per carName of Subcontractor:

Prototype or Volume Proto V.P.Ite Production Process

Type of Machine

Number of Tools

Pieces per Size of Tool (mm)

Weight of Tool Estimated Tooling Cost ($)

Est. Date of Compl

m Shot (kg) 0 1 2 3

Estimate

1 Eval.

Estimate

2 Eval.

Estimate

3 Eval.

Estimate

4 Eval.

Estimate

5 Eval.Model Part Number Part Name Component Part No. Component Part Name Isuzu Approval



PRODUCTION PROCESS CHART 2/2-FOR STAMPED & FORGED PARTS-

Sketches of

1 2 3

Production Process

4 5 6


0

Component Part Number Component Part Name 1

2

3

Standard Supplement to Request for Quotation

Revised 02/01/2016 Page 1 of 2

The objective of Isuzu North America Corporation Purchasing is to source the highest quality components, at lowest possible costs, delivered on time, all the time. In order to meet this objective, we request our suppliers to consistently meet our requirements of quality, cost, delivery, management and research standards. As such:

1. Please quote part cost and tooling cost separately, in the format required.

2. Please state your quotation assumptions clearly, especially if the quotation is not to print.

3. Volumes are planned volumes only and do not represent the actual usage for a given model.

4. Please quote to the Isuzu specification(s). If you decide to quote a standard design( your company’s own design), please state this in writing, and propose it as an alternative design (in this case, we require that you submit a drawing with your alternative design as well as performance data to support your case).

5. As you quote to the Isuzu specification, if your company has an idea to take cost out of the part while improving its performance, please quote this alternative as a “V.E./V.A.” idea (value engineering/value analysis). 6. Aside from the tooling equipment (such as jigs and dies) required to manufacture the part, please quote if any additional investment is required stating the amount, as well as an explanation detailing your assumptions. Possible changes in conditions should be noted prior to entering volume production, in order to avoid any potential penalties to both companies.

7. Upon receipt of a design change notice, the supplier is responsible to quote the design change related cost (piece price and tooling) impact only; economic adjustments are not accepted at the time of engineering change. The cost of the engineering change is detailed by each change on the “INAC Part Quotation” form. This is also required for control purposes even if there is no cost impact. In order for our companies to be in mutual agreement and avoid any misunderstanding, every change in part design, must be documented by submitting a revised quotation (old and new level) along with a sketch of the old and new design. 8. If your part is a standard part, any design changes that may occur at the request of your other customers must be informed to Isuzu for review.

Standard Supplement to Request for Quotation

Revised 02/01/2016 Page 2 of 2

9. If you have any specific restrictions or conditions to your quotation, please incorporate them in your first quotation; conditions submitted at a later date but referring to earlier quotes are not acceptable and will be rejected.

10. Isuzu requires that suppliers assure the quality and reliability of their parts and materials used in the assembly of Isuzu vehicles. This requirement also applies to service parts supplied to Isuzu’s service parts division. Suppliers shall be responsible for warranty costs incurred in replacement, rework, repair, and sorting out defective parts attributable to suppliers, and determined to be supplier’s liability.

11. If you are a new supplier to Isuzu, quoting for the first time, you must complete the “Pre-Questionnaire Survey “ form and return it at the time of your quotation submission.

12. If your company decides it cannot quote, we request that you return the RFQ package, along with a brief explanation of the reason why your company opted not to quote.

13. Whether you are a current supplier, or new supplier, please comply with our cost breakdown request policy as we move through a current or new program.

SUPPLIER QUESTIONNAIRE .

Updated: 02/01/2016 www.iszapurchasing.com Page 1 of 2

COMPANY NAME (Full name): Isuzu Supplier Code (if known): GENERAL INFORMATION HEAD OFFICE ADDRESS: SALES OFFICE ADDRESS: PARENT COMPANY(S): OWNERSHIP: AUTOMOTIVE JOINT VENTURES: TECHNICAL AGREEMENTS: FACILITY INFORMATION PLANT NAME (which will supply parts to Isuzu): PLANT ADDRESS: GENERAL MANAGER: PHONE NUMBER: EMAIL: FAX NUMBER: QUALITY MANAGER: PHONE NUMBER: EMAIL: FAX NUMBER: PRODUCTION MANAGER: PHONE NUMBER: EMAIL: FAX NUMBER: SIZE OF PLANT: AGE OF PLANT: DESIGNATED R&D FACILITY (YES OR NO) _______________ EMPLOYEES SHIFT 1ST 2ND 3RD UNION OR NON-UNION?(Circle one) TOTAL EMPLOYEES: IF UNION, SPECIFY NAME(S): _____________________________ DIRECT: IF UNION, CONTRACT EXPIRATION DATE:___________________ INDIRECT: SALARY: % ABSENTEEISM OVER LAST 12 MONTHS:__________________ TEMPORARY: AVG. HOURLY EMPLOYEE LENGTH OF SERVICE:____________ CUSTOMERS Major Customers Product Supplied TRUCK

CLASS 2, 3-4, 5-7, 8+

% of Business

Annual Quality PPM

Annual Volume

SUPPLIER QUESTIONNAIRE .

Updated: 02/01/2016 www.iszapurchasing.com Page 2 of 2

PROCESSES PLEASE LIST YOUR PROCESSES CURRENTLY UTILIZED AT THE PRODUCTION PLANT WHICH WILL MAKE PARTS FOR ISUZU: TESTING / INSPECTION TESTING / INSPECTION CAPABILITIES (List equipment available) 1) ENGINEERING & RELIABILITY TEST EQUIPMENT: 2) DIMENSIONAL: OTHER CAPABILITIES: SAFETY/ENVIRONMENTAL LIST ANY SPECIFIC SAFETY OR ON-GOING ENVIRONMENTAL CONCERNS: FUTURE PLANS FUTURE CHANGES (LIST AND GIVE REASONS): (Include such items as expansions, location changes, process improvements, process deletions, capital investments, changes in personnel levels, training, etc.) You may attach sheet if needed. NAME OF PERSON COMPLETING PRE-SURVEY QUESTIONNAIRE: TITLE: PHONE: EMAIL: FAX: PLEASE EMAIL THIS QUESTIONNAIRE ALONG WITH A COPY OF YOUR QUALITY CERTIFICATION TO YOUR PURCHASING COMMODITY BUYER.

2 - 1 Issued 6/01/2005 Revised 2/01/2016

TERMS AND CONDITIONS Basic Policy • The INAC General Terms and Conditions are part of the quotation package.

In responding to a quotation, the supplier agrees to accept these General Terms and Conditions.

• The General Terms and Conditions constitute the entire agreement between supplier and purchaser with respect to the matters contained in this document and supersedes all prior oral or written representations and agreements.

• A copy of the current General Terms and Conditions is sent to the supplier with the yearly purchase order.

ISUZU NORTH AMERICA CORPORATION GENERAL TERMS AND CONDITIONS OF PURCHASE

1. Agreement to Supply. Supplier agrees to supply Buyer’s requirements of the products (“Products”) identified in Buyer’s purchase orders in accordance with the terms hereof. In the

event that the Products are developed exclusively for Buyer or are produced by Supplier in accordance with Specifications furnished by Buyer, Supplier shall not sell the Products to any other person or entity without Buyer’s prior written consent.

2. Specifications. The Products shall be manufactured by or for Supplier in conformity with such specifications, designs, drawings or other materials as shall have been furnished or

approved by Buyer (collectively, "Specifications") and in conformity with such samples as may have been approved by Buyer. Supplier shall test and evaluate the Products in accordance with Buyer’s instructions and shall deliver to Buyer the results of such tests and evaluations. In the event that Buyer disapproves any of the Products, Buyer shall provide to Supplier the reasons therefor, and Supplier shall take the necessary corrective actions to obtain Buyer’s approval. In the event that Products are produced by Supplier in accordance with Specifications furnished or approved by Buyer, such approval shall not reduce or modify Supplier’s obligations to satisfy the requirements of this Contract. Buyer in no way assumes any part of Supplier’s obligations with respect to such Specifications, or waives the satisfactory performance of the resulting Products manufactured in accordance with such Specifications.

3. Estimates. As an aid to Supplier in planning its manufacture of Products, Buyer may furnish Supplier with good faith estimates of its purchasing requirements. Such forecasts shall be

binding upon Buyer only as and to the extent provided in Buyer’s Supplier Guides. Supplier shall not make commitments for supplies or raw material purchases or for the fabrication of Products in excess of the amounts, or in advance of the times, specified in Buyer’s binding forecasts, except at Supplier’s own risk.

4. Orders. Buyer’s purchase orders specify the part numbers and prices of the Products and the other terms and conditions that apply to the sale of the Products. As used herein, the term

“release authorization” shall mean (i) Buyer’s delivery order or release (in the case of a production part identified in a blanket purchase order, or (ii) Buyer’s purchase order (in the case of a Service Part or accessory). Buyer shall not be required to purchase any Product until the issuance of a release authorization to Supplier and then only to the extent of the Products covered under the release authorization. Each release authorization shall set forth the quantity of Products ordered and the time and date required for delivery of such Products to Buyer. Provided that a contract is in effect for a particular Product, release authorizations for such Product shall be binding upon Supplier and shall not be subject to acceptance or rejection. Supplier shall not fabricate any Products or procure any of the materials required in their fabrication, or ship such Products to Buyer, except to the extent authorized in release authorizations or forecasts furnished to Supplier. Buyer may make changes to the terms of any previously issued purchase order or release authorization upon written notice to Supplier; provided that in such event, the parties shall promptly negotiate, reasonably and in good faith, any adjustments in the price or delivery schedule.

5. Changes. Upon written notice to Supplier, Buyer may from time to time make, or direct Supplier to make, changes to the Products (including, without limitation, the Specifications) or to

otherwise change the scope of the work covered by this Contract (including, without limitation, work with respect to such matters as inspection, testing or quality control), provided that in such event, the parties shall promptly negotiate, reasonably and in good faith, any pricing adjustments (up or down) or changes to the delivery schedule to be made in connection with such changes. Supplier agrees to promptly implement such changes. Supplier shall not at any time modify the Products (including their Specifications, or the functioning or serviceability of the Products or of other components and parts) or discontinue production of the Products without Buyer’s prior written consent. Supplier shall not relocate the production, manufacture or assembly of the Products from the facilities approved by Buyer, or change the location from which the Products are shipped, without Buyer’s prior written consent.

6. Shipping and Packaging Requirements. Supplier shall comply with Buyer’s shipping and packaging requirements as amended or updated from time to time. Supplier shall: (a) properly

pack, mark and ship Products in accordance with the requirements of Buyer, the involved carriers, and applicable law, and in a manner which shall permit the securing of the lowest transportation rates; (b) route shipments in accordance with Buyer's instructions and the terms and conditions stated in Buyer’s purchase order or release authorization; (c) make no charge for handling, packaging, storage or transportation of Products unless otherwise agreed in writing by Buyer; (d) properly mark each package with a label/tag in accordance with Buyer's instructions and provide packing slips with each shipment; (e) promptly forward the original bill of lading or other shipping receipt for each shipment in accordance with Buyer's instructions; and (f) have each packing slip and bill of lading indicate Buyer’s purchase order or release authorization number, date of shipment, part numbers and locations to which Products are to be shipped. Supplier shall ship only the quantities specified in Buyer’s release authorizations and shall be responsible for any delivery and return freight costs resulting from shipments of different quantities. Unless otherwise provided in this Contract, any charges or costs relating to handling, packaging, storage or transportation of Products shall be borne by Supplier and shall be included in the piece price of the Products, and no charge shall be made by Supplier for containers, crating, boxing, bundling, dunnage, drayage or storage. Supplier shall include on bills of lading or other shipping receipts correct classification identification of the shipped Products in accordance with Buyer's instructions and the carrier’s requirements. The marks on each package and identification of the Products on packing slips, bills of lading and invoices (when required) shall be sufficient to enable Buyer to easily identify the Products purchased. Any deviation from Buyer’s shipping and packaging (including packing, marking and labeling) instructions shall be at Supplier's risk and Supplier shall be responsible for the costs of any corrective work undertaken by Buyer as a result of Supplier’s non-compliance.

7. Delivery. Unless otherwise agreed, Supplier shall deliver Products to Buyer on an F.C.A. Supplier location basis in accordance with the terms of the Buyer’s purchase order or release

authorization, and title to and risk of loss of such Products shall pass from Supplier to Buyer upon delivery of such Products to the carrier. Title to all Products shall be delivered free and clear of all liens, claims and encumbrances. Unless otherwise agreed, Buyer may determine the common carrier to be used for all shipments. Time of delivery is of the essence, and deliveries shall be made both in quantities and at times specified in Buyer's release authorization. Buyer may from time to time make changes to shipping schedules or temporarily suspend scheduled shipments. Supplier shall be liable for all increased costs, including premium freight charges, incurred by Buyer as a result of Supplier's failure to meet a scheduled delivery date and time or necessitated by quality, manufacturing or other problems for which Supplier is responsible. If Supplier’s acts or omissions result in Supplier’s failure to meet Buyer’s delivery requirements and Buyer requires a more expeditious method of transportation for the Products than the transportation method originally specified by Buyer, Supplier shall ship the Products as expeditiously as possible at Supplier’s sole expense. Supplier will, at Supplier’s expense, take such actions as are necessary or appropriate to ensure the uninterrupted supply of Products to Buyer. Supplier shall inform Buyer promptly of any occurrence which is reasonably expected to result in any delivery at a time or in a quantity not specified in the purchase order or release authorization, and shall in such event advise Buyer of the corrective measures which Supplier is taking to minimize the effect of such an occurrence. This section shall not constitute a waiver of and is without prejudice to Buyer’s other rights and remedies.

8. Assurance of Performance. In the event that Buyer has reasonable grounds for insecurity with respect to Supplier’s continued performance under this Contract, Buyer may, in writing,

demand adequate assurance of such performance from Supplier. After receipt of such demand, Supplier’s failure, within a reasonable period of time under the circumstances (not to exceed 15 days), to provide assurances adequate under the circumstances shall be deemed a breach of this Contract by Supplier.

9. Prices. The prices for the Products are set forth in Buyer’s purchase order. Unless otherwise agreed, all prices shall be in U.S. dollars F.C.A. Supplier location. All prices shall include all

costs and expenses incurred before the dispatch of such Products from Supplier, including all applicable taxes, excises, duties or other governmental impositions, as well as all packaging, labeling and other costs. Prices of production parts covered by a blanket purchase order shall be fixed on a calendar year basis expiring December 31st of each year. All price changes initiated by Supplier shall be submitted not less than ninety (90) days prior to the end of the preceding calendar year on the form described in the Purchasing Procedures Manual (for production parts) or in the Supplier Policy and Procedure Guide (for Service Parts and accessories), and shall be determined by mutual agreement of the parties.

10. Payment. Supplier agrees to accept payment by electronic funds transfer or check. Unless otherwise set forth in Buyer’s purchase order, and provided that Supplier is in compliance

with the terms of this Contract, (i) the payment date for production parts shall be the second day of the second month following Supplier’s shipment date of Products (or if not a banking day, the first banking day thereafter) for payments made by electronic funds transfer, and net prox 25th for payments made by check, and (ii) the payment date for Service Parts shall be net 30. Payments are subject to adjustments, discrepancies and other unresolved issues. In addition to any right of setoff or recoupment provided by law, all amounts due to Supplier will be considered net of indebtedness of Supplier to Buyer, and Buyer will have the right to setoff against or recoup from any amounts due to Supplier from Buyer.

11. Exports; Customs. Credits or benefits resulting or arising from this Contract, including trade credits, export credits or the refund of duties, taxes or fees, shall belong to Buyer. Supplier

shall timely and accurately provide all information and documents necessary (including written documentation and electronic transaction records) to permit Buyer to receive such

benefits or credits, as well as to fulfill its customs related obligations, origin marking or labeling requirements and local content origin requirements, if any. Supplier shall undertake such arrangements as necessary for the Products to be covered by any duty deferral or free trade zone program(s) of the country of import. Supplier shall comply with the requirements and recommendations of all applicable Authorized Economic Operator (AEO) and governmental security/anti-terrorism and enhanced border release programs. Supplier represents that it has been accepted into, and will at all times comply with the requirements of, the United States Customs and Border Protection's Customs-Trade Partnership Against Terrorism (C-TPAT), and if applicable to Supplier, the Canada Border Services Agency's Partners in Protection initiative, and Administración General de Aduanas de Mexico’s Neuvo Esquema Empressa Certificada (NEEC) program. At the request of Buyer or the appropriate customs authority, Supplier shall certify in writing its compliance with the foregoing. Supplier shall permit Buyer and the appropriate customs authority to audit and inspect Supplier’s facilities and records to verify Supplier’s compliance with C-TPAT requirements. Supplier shall comply with all applicable export control and sanctions laws and regulations of the United States, of member States of the European Union, and any other relevant country (the “Export Control Laws”). Supplier shall not violate, and shall not cause Buyer to violate, any Export Control Laws (e.g. by transshipping Products through, or supplying Products from, sanctioned countries). Licenses or other authorizations required for the export of Products shall be the responsibility of Supplier unless otherwise indicated in this Contract, in which event Supplier shall provide such information as may be requested by Buyer to enable Buyer to obtain such licenses or authorizations.

12. Quality Control. Supplier shall comply, and shall cause its subcontractors and suppliers to comply, with Buyer’s quality requirements and procedures as specified and updated by Buyer

from time to time, including but not limited to the requirement that Supplier maintain a program of quality control of the Products at its manufacturing plant, inspect Products prior to delivery, maintain adequate records concerning the results of inspections, and maintain a record keeping system which provides Supplier with the ability to trace Product defects to a specific period of manufacture. Supplier shall promote continuous improvement in the quality of the Products and Supplier's manufacturing and logistics processes. Supplier shall permit Buyer to audit and inspect Supplier’s facilities, materials, tools, dies and equipment, Supplier's production and quality assurance processes, and the records required under this agreement to be maintained by Supplier. Supplier shall cooperate with Buyer so as to facilitate Buyer’s audit, including, without limitation, by segregating and promptly producing such records, data, and information (including test, manufacturing, field performance and warranty data) as Buyer may reasonably request.

13. Non-Conforming Products. Buyer is not required to perform incoming inspections of the Products and Supplier waives any requirement that Buyer conduct such inspections. If

Purchaser discovers any misdelivery, defective, or malfunctioning Products, or any loss, damage, discrepancy or nonconformity of any kind, Purchaser shall notify Supplier and Supplier shall replace or supplement such nonconforming delivery at Supplier’s cost. Nonconforming Products shall be held by Buyer in accordance with Supplier's instructions at Supplier's risk. Supplier's failure to provide written instructions within 10 days, or such shorter period as may be commercially reasonable under the circumstances, after notice of nonconformity shall entitle Buyer, at Buyer's option, to charge Supplier for storage and handling or to dispose of the Products without liability to Supplier. Payment for nonconforming Products shall not constitute an acceptance of them, impair Buyer’s rights under the warranty set forth herein, limit Buyer’s right to assert any other legal or equitable remedy, or relieve Supplier’s responsibility for latent defects. Supplier shall take all necessary actions requested by Buyer to contain and correct any quality problems in Products at Buyer’s warehouse, in transit or at Supplier’s plant. Supplier shall ensure that nonconforming, rejected, obsolete or surplus Products are not sold to third parties as service or replacement parts for products distributed by Buyer or its affiliates. Supplier shall institute appropriate controls with its subcontractors and suppliers to ensure compliance with this section.

14. Force Majeure. Any delay or failure of either party to perform its obligations under this Contract shall be excused to the extent that Supplier is unable to produce, sell or deliver, or Buyer

is unable to accept delivery, buy or use, the Products covered by this Contract, directly as the result of an event or occurrence beyond the reasonable control of such party and without its fault or negligence (a “force majeure event”), including, if applicable, acts of God, actions by any governmental authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, wars and sabotage; provided that written notice of such force majeure event (including the anticipated duration of the delay) must be given by the affected party to the other party as soon as possible after the event or occurrence (but in no event more than 10 days after the force majeure event occurs). During any force majeure event, Buyer, at its option, may purchase Products from other sources and reduce Products ordered under outstanding release authorizations by such quantities, without liability to Supplier, or require Supplier to provide the Products from other sources in quantities and at times requested by Buyer, and at the price set forth in this Contract. Supplier shall use all diligent efforts to ensure that the effects of any force majeure event are minimized and, as promptly as possible, resume full performance under this Contract. In addition, Supplier at its expense shall take such actions as are necessary to ensure the supply of Products to Buyer for a period of at least 30 days during any anticipated labor disruption or resulting from the expiration of Supplier's labor contract(s). If requested by Buyer, Supplier shall, within 10 days, provide adequate assurances that the delay shall not exceed 30 days. If any delay lasts more than 30 days or Supplier does not provide adequate assurance that the delay shall cease within 30 days, Buyer may immediately terminate this Contract without liability.

15. Materials; Hazardous Materials Disclosure. Upon Buyer’s request, Supplier shall promptly furnish to Buyer in such form and detail as Buyer may direct: (a) a list of all materials

incorporated in the Products; (b) the amount of such materials; and (c) information concerning any changes in or additions to such materials. Prior to and with the shipment of the Products, Supplier shall furnish to Buyer sufficient advance warning and notice, in writing (including, without limitation, appropriate labels on the Products, containers and packing) of any dangerous Products or hazardous materials that are included in any shipment of Products, together with such special handling instructions as may be necessary to advise carriers, Buyer, and their respective employees of how to exercise that measure of care and precaution that shall comply with any applicable laws or regulations and best prevent bodily injury or property damage in the handling, transportation, processing, use or disposal of the Products, containers and packing shipped to Buyer. Upon Buyer's request, Supplier shall certify to Buyer in writing the origin of any materials in the Products. Supplier shall promptly provide and require the suppliers in its supply chain to provide, in writing, any records, data, and information regarding the Products requested by Buyer so that Buyer may comply in a timely manner with reporting or other requirements under applicable law with respect to consumer and environmental protection, "conflict minerals" or similar materials, if any.

16. Duty to Notify. Supplier shall promptly notify Buyer in writing of any of the following events or occurrences, or any facts or circumstances reasonably likely to give rise to any of the

following events or occurrences: (a) any failure by Supplier to perform any of its obligations under this Contract; (b) any delay in delivery of Products under this Contract; (c) any defects or quality problems relating to the Products; (d) any changes in Supplier’s corporate structure or organization (including any direct or indirect change in control or ownership of Supplier); (e) any deficiency in Specifications, samples, prototypes or test results relating to this Contract; (f) any failure by Supplier, or its subcontractors or common carriers, to comply with applicable laws and regulations, including, without limitation, with respect to transportation of Products under this Contract; or (g) any change in Supplier’s authorized representatives, required insurance coverage or professional certifications (e.g., ISO 9001).

17. Supplier Guides. Supplier shall comply with the terms of the policies and procedures manuals and guides (i.e., the Supplier Policy and Procedure Manual for production parts, and

the Parts Policies and Procedures Manual for Service Parts) furnished to Supplier by Buyer (“Supplier Guides”). Such Supplier Guides contain policies, procedures and processes for matters such as purchasing procedures, packaging, shipping and quality. The Supplier Guides can be found at the Buyer’s purchasing portal (www.isuzupurchasing.com) or obtained directly from Buyer, and may be updated by Buyer upon notice to Supplier from time to time. These General Terms and Conditions of Purchase shall take precedence in the event of any conflict with a Supplier Guide, except to the extent that a Supplier Guide specifies otherwise.

18. Supplier’s Property. Unless otherwise agreed to by Buyer, Supplier, at its expense, shall furnish, keep in good condition, and replace when necessary all machinery, equipment, tools, jigs,

dies, gauges, fixtures, molds, patterns, containers and other items ("Supplier’s Property") necessary for the production of the Products. Supplier shall insure Supplier’s Property with coverage for all losses for its replacement value. Supplier shall not dispose of Supplier’s Property or alter Supplier’s Property in a way that renders it unable to properly produce the Products during the period in which Supplier remains obligated to supply Products under this Contract. Supplier grants Buyer an irrevocable option to take possession of and title to Supplier’s Property that is used exclusively for the production of the Products upon payment to Supplier of its net book value less any amounts that Buyer has previously paid to Supplier for the cost of such items, and less any amounts owing to Buyer by Supplier; provided, however, that this option shall not apply if Supplier’s Property is used to produce Products that are the standard stock of Supplier or if a substantial quantity of like Products are being sold by Supplier to others.

19. Buyer’s Property. All supplies, materials, prototype and production tools, jigs, dies, gauges, fixtures, molds, patterns, containers, equipment and other items (together with any

accessions, appurtenances, modifications, repairs, refurbishments and replacements thereof) furnished by Buyer, either directly or indirectly, to Supplier to perform this Contract, or for which Supplier has been reimbursed by Buyer outside of the piece price (“Buyer’s Property”), shall be and remain the property of Buyer and held by Supplier on a bailment basis. Buyer will, at any time, have the right to immediate possession of Buyer’s Property on Buyer’s demand. If title in any Buyer’s Property has not otherwise passed to Buyer, title shall pass to Buyer immediately upon completion of Buyer’s production part approval process (PPAP) for such property or the date Buyer first makes any payment to Supplier relating to such property, whichever comes first. Supplier shall bear all risk of loss of and damage to Buyer’s Property while it is in Supplier’s possession or under its control. Buyer’s Property shall at

http://www.isuzupurchasing.com/

all times be properly housed, maintained and/or stored by Supplier, at its expense, shall not be used by Supplier for any purpose other than the performance of this Contract; shall be deemed to be personalty; shall be conspicuously marked by Supplier as the property of Buyer; shall not be commingled with the property of Supplier or with that of a third person; and shall not be moved from Supplier’s premises without Buyer’s prior written approval. Buyer and its designees shall have the right to enter Supplier’s premises at all reasonable times to inspect Buyer’s Property and Supplier’s records with respect thereto. Upon the request of Buyer, Buyer’s Property shall be immediately released to Buyer or delivered to Buyer by Supplier, either (i) FCA transport equipment at Supplier’s plant (Incoterms 2010), properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport such property, or (ii) to any location designated by Buyer, in which event Buyer shall pay to Supplier the reasonable costs of delivering such property to such location. To the fullest extent permitted by law, Supplier waives any liens, claims, encumbrances, interests or other rights that Supplier might otherwise have or assert on or with respect to any of Buyer’s Property for work performed on such property or otherwise. Supplier shall indemnify, defend and hold harmless Buyer, its affiliates, agents, representatives and employees from and against all claims, liabilities, damages, losses, costs and expenses (including without limitation legal and other professional fees) arising out of or in connection with Supplier’s possession, handling or use of Buyer’s Property. To the extent any intellectual property rights owned by or licensed to Supplier is embodied in, or is otherwise necessary for the intended use of, any Buyer’s Property, Supplier hereby grants to Buyer a fully paid, irrevocable, non-exclusive, worldwide, perpetual, royalty-free license, with the right to grant sublicenses as necessary for any use of Buyer’s Property, to use such intellectual property rights.

20. Service Parts. As used herein, “Service Parts” means Products to be used as service or replacement parts or as accessories. Supplier agrees to supply Buyer’s requirements of Service

Parts to meet Buyer’s current model Service Parts needs. The prices for current model Service Parts shall be no greater than the prices set forth in Buyer’s purchase order issued for the same Products used in production, adjusted only for differences in packaging and logistics costs, all as approved by Buyer. Supplier additionally agrees to supply Buyer’s requirements of Service Parts to meet Buyer’s past model Service Parts needs for a period of at least 10 years (15 years for Duramax engine Service Parts), or such longer period as may be required by applicable law, after Buyer completes current model purchases. Unless otherwise agreed to by Buyer, the prices during the first 3 years of this period shall be those in effect at the conclusion of current model purchases. For the remainder of this period, the prices for Products shall be as agreed to by the parties negotiating reasonably and in good faith; provided that during any period in which a new price is being negotiated, the most recently agreed to price shall apply. For the remainder of this period, the prices for Products shall be as agreed to by the parties. In no event may Supplier raise prices beyond a level that makes the Products non-competitive or that would impede Buyer’s abiliity to re-sell Service Parts at a fair and marketable price to support the continuing use and maintenance of its products by its customers. If the Service Parts are systems or modules, Supplier shall sell the components or parts that comprise the system or module at prices that shall not, in the aggregate, exceed the price of the system or module less assembly costs. It shall be Supplier’s responsibility to take whatever actions are necessary to enable Supplier to fulfill Buyer’s past model service and replacement parts requirements for the time period set forth above, and Supplier may not impose an all time buy upon Buyer or charge Buyer for any set-up, tooling, or other costs or fees associated with the supply of Service Parts without Buyer’s written consent. Without limiting the generality of the foregoing, Supplier shall not discontinue supply of the Service Parts or take any actions which are likely to adversely affect Supplier’s ability to supply Service Parts without pre-building a sufficient safety stock to ensure an uninterrupted supply of Purchaser’s requirements of the Products, and without offering Buyer a reasonable opportunity to make an all time buy. Supplier may not impose minimum order quantity requirements upon Buyer that exceed Buyer’s reasonable supply needs. Upon Buyer’s request, the parties shall enter into a separate contract for the supply of Service Parts; until such agreement is entered into, the purchase and sale of Products constituting Service Parts shall be governed by the terms of this Contract.

21. Warranty. Supplier warrants and represents that the Products supplied under this Contract shall be free from defects in design, materials and workmanship, conform to the

Specifications and the samples accepted by Buyer and be of at least the same level of quality as such samples, and be merchantable and suitable for their intended use by Buyer. The duration of the warranty provided by Supplier to Buyer for the Products shall begin on the date of receipt of the Products by Buyer and end on the latter of expiration of any warranty provided by Buyer to Buyer's end customer applicable to the Products or to the vehicle or engine into which the Products are incorporated or the expiration of any warranty period provided under applicable law for the Products. The warranties set forth herein are in addition to any warranties express or implied by law or equity or otherwise made by Supplier.

22. Remedies. The rights and remedies reserved to Buyer in this Contract are cumulative with, and in addition to, all other rights and remedies of Buyer under applicable law or in equity.

Without limiting the foregoing, in the event that any Products fail to conform to the warranties set forth in this Contract or if Supplier otherwise breaches any of its other obligations under this Contract, Buyer shall be entitled to recover from Supplier the damages, liabilities, losses, legal and other professional fees and costs incurred by Buyer and its affiliates, including, without limitation, costs and expenses incurred by Buyer (a) in inspecting, sorting, testing, repairing or replacing nonconforming Products or nonconforming deliveries; (b) resulting from production interruptions; or (c) in conducting recall campaigns or other corrective service actions. Supplier shall indemnify, defend and hold harmless Buyer and its affiliates against any claims, damages, liabilities, losses, costs and expense (including, without limitation, attorneys’ and other professional fees) arising from or relating to Supplier’s negligence, breach or failure to perform any of its obligations under this Contract.

23. Compliance With Law. Supplier, and all Products supplied by Supplier, shall comply with all applicable laws, rules, regulations, orders, conventions, ordinances or standards of the

countr(ies) of destination (“Applicable Law”), including but not limited to those that relate to the manufacture, labeling, transportation, importation, exportation, licensing, approval or certification of the Products or services, emissions and other environmental matters, the handling and transportation of dangerous Products or hazardous materials, data protection and privacy, wages, hours and conditions of employment, subcontractor selection, discrimination, occupational health/safety and motor vehicle safety. Supplier represents and warrants that neither it nor any of its subcontractors, suppliers, agents or other associated third parties shall utilize child, slave, prisoner or any other form of forced or involuntary labor, or engage in abusive employment or corrupt business practices, in the supply of Products under this Contract. At Buyer’s request, Supplier shall certify in writing its compliance with the foregoing and provide Buyer with any requested documentation to enable Buyer to comply with Applicable Law.

24. Recalls. If a recall or other campaign is performed in relation to the Products, the expenses necessary for such campaign shall be borne by Supplier in proportion to the extent that the

Products are the basis for such campaign. For purposes of this section, a campaign includes any special service campaigns, special policy adjustments or buybacks necessitated by an unusually high failure rate of a Product. Notwithstanding anything to the contrary contained herein, Supplier shall supply the Products necessary for the recall or other campaign while such recall or other campaign is ongoing.

25. Products Liability. Supplier shall indemnify, defend and hold harmless Buyer and its affiliates and any other person selling or using the Products from and against all claims, damages,

liabilities, losses, costs and expenses (including, without limitation, attorneys’ and other professional fees) arising from or in connection with any injury to persons, including death, or damage to property alleged to have been caused by any malfunction of, or defect in, any Product or as a result of any act or omission of Supplier, its employees, agents or subcontractors. With respect to any actual, potential, or threatened product liability claim, demand, suit or action, each party shall: communicate and cooperate with the other to the fullest extent reasonably possible in connection with the investigation of the facts and circumstances and in any litigation; refrain from taking any position adverse to the interests of the other party; and not, except in enforcement of its rights hereunder, institute any claim, action, or proceeding against the other party. Each party shall not disclose to any third parties (except their affiliates, attorneys, insurers and auditors) any information with respect to the arrangements effected under this section, except as may be required as a matter of law or in any judicial proceedings involving such party.

26. Insurance. Supplier shall maintain in full force and effect adequate product liability insurance from reputable and financially responsible insurance companies protecting Supplier and

Buyer from claims and liability for injury, death or property damage which arise out of or relate to the use or application of the Products. In addition, during such period of time in which Supplier possesses, handles or uses Buyer’s Property, Supplier shall maintain adequate comprehensive general public liability and property damage insurance from reputable and financially responsible insurance companies protecting Supplier and Buyer from claims and liability for injury, death or property damage which arises out of or relates to the possession, handling or use of Buyer’s Property. Such insurance must cover claims and liability arising from the use of Products outside of the United States. Supplier shall furnish Buyer with certificates of insurance for such policies within ten (10) days of Buyer’s written request which shows Buyer and its affiliates as additional insureds under such insurance and states that Buyer shall receive 30 days' prior written notice of any termination or reduction in the amount or scope of coverage. Supplier's furnishing of certificates of insurance or purchase of insurance shall not release Supplier of its obligations or liabilities under this Contract.

27. Patent Infringement. Supplier shall indemnify, defend and hold harmless Buyer and its affiliates and any other person selling or using the Products from and against all liabilities,

damages, losses, claims, costs and expenses (including, without limitation, attorneys’ and other professional fees) arising from or in connection with any claim of infringement of any patent, copyright, trade secret or other proprietary right of any third party by reason of the sale or use of the Products. Buyer or Buyer’s subcontractor may repair, reconstruct,

remanufacture, reflash, or rebuild the Products delivered under this Contract without payment of any royalty to Supplier. To the extent that this Contract is issued for the creation of copyrightable works, the works are considered “works made for hire” for Buyer, except to the extent that the works do not qualify as “works made for hire” for Buyer, in which case Supplier hereby assigns to Buyer all right, title and interest in all copyrights and if lawfully permitted waives all moral rights therein. With respect to any inventions, patents or processes which Supplier conceives of or develops in connection with the Products, Supplier hereby grants to Buyer a permanent, paid-up, non-exclusive, world wide license, with a right to sublicense to others, to make and/or use, any processes or products that are encompassed within, or covered by, such inventions, patents or processes.

28. Buyer’s Intellectual Property. All intellectual property rights in any patents, Specifications, samples or know-how which Buyer (or its suppliers) supply to Supplier shall remain the sole

and exclusive property of Buyer (or its suppliers) and Supplier shall not use or disclose such patents, Specifications, samples or know-how except as authorized by Buyer. Supplier agrees that parts manufactured based on such patents, Specifications, samples or know-how may not be sold to any person or entity without Buyer’s prior written approval. If Products are packaged, labeled or otherwise distinctively marked to identify them as Products to be resold by Buyer, Supplier shall not package, label or otherwise mark similar Products sold by Supplier to others such that they become confused with Products sold by Buyer.

29. Confidentiality. Supplier shall on behalf of itself and its affiliates treat all information and property which it receives from Buyer or its representatives, including, without limitation, all

patents, Specifications, samples, know-how, information, equipment, materials, tools and tooling furnished by Buyer to Supplier under this Contract, in confidence, not disclose such information or property to any third person (including, without limitation, Supplier’s subcontractors or suppliers) without Buyer’s prior written consent, not use or sell any such information or property to make more Products than ordered by Buyer. Supplier shall use such confidential information only for the purpose of filling release authorizations issued by Purchaser, adhere to adequate security measures to ensure the continuing confidentiality of such confidential information, and return such confidential information, including, without limitation, all copies, summaries and reports thereof, to Buyer within two weeks following receipt of Buyer’s written request. Buyer may disclose Supplier’s confidential information to affiliates provided that such affiliates use such confidential information only for the purposes related to this Contract for which it was disclosed. In the event of any conflict between the terms of this section and the terms of any mutually-executed non-disclosure agreement in effect between the parties, the terms of the non-disclosure agreement shall prevail.

30. Termination for Breach. Buyer may terminate all or any part of this Contract, without liability to Supplier, if Supplier: (a) breaches any term of this Contract (including Supplier's

warranties); (b) states its intention not to perform or otherwise rejects its obligations under this Contract; or (c) fails to make progress in performance so as to endanger timely and proper delivery of Products, provided that Supplier does not correct such breach, rejection or failure within 10 days (or such shorter period of time if commercially reasonable under the circumstances) after receipt of written notice from Buyer specifying such failure or breach. Supplier shall reimburse Buyer for all costs incurred by Buyer in connection with any of the foregoing events, including, without limitation, all attorneys’ and other professional fees.

31. Termination for Convenience. In addition to any other rights of Buyer to terminate this Contract, Buyer may, at its option, terminate all or any part of this Contract, at any time and for

any reason, by giving written notice to Supplier. Not later than thirty (30) days following Buyer’s termination under this section, Supplier shall submit a claim for compensation for the following amounts without duplication: the Contract price for all Products that have been completed in accordance with a release authorization or binding forecast and not previously paid for, and the actual costs of work-in-process and raw materials incurred by Supplier in furnishing the Products under a release authorization or binding forecast, to the extent such costs are reasonable in amount and are properly allocable or apportionable under generally accepted accounting principles to the terminated portion of this Contract. Such work-in-process and raw materials shall be delivered to Buyer if requested by Buyer. Buyer shall not be responsible for finished Products, work-in-process or raw materials fabricated or procured by Supplier in amounts in excess of those authorized in Buyer’s release authorizations or binding forecasts, or for undelivered Products that are in Supplier's standard stock or that are readily marketable. In no event shall the compensation paid by Buyer for the cancellation of any Product exceed the agreed-upon purchase price for such Product. Any amount due to Supplier pursuant to this section shall be reduced by any amount owed by Supplier to Buyer under this Contract or otherwise. Any payment under this section shall not be deemed a waiver of any of Buyer's other rights arising under this Contract or applicable law. The foregoing sets forth Supplier’s sole remedy and Buyer’s maximum liability to Supplier in the event of a termination by Supplier under this section. This section shall not apply in the event that Buyer terminates this Contract as a result of a breach by Supplier. Buyer shall have access to Supplier’s premises and records, prior or subsequent to payment, to verify charges supporting a claim under this section.

32. Effect of Termination. Buyer shall not be liable to Supplier on account of the termination of this Contract as permitted hereunder, and shall not be required to make payments to

Supplier, directly or on account of claims by Supplier’s subcontractors, for loss of anticipated profit, overhead, interest on claims, commitments, investments or expenditures, facilities and equipment rearrangement costs or rental, unamortized depreciation costs, or general and administrative burden charges from termination of this Contract. The expiration or termination of this Contract shall not relieve either party from any obligations which have accrued pursuant to this Contract, and any rights and obligations of the parties which are intended to survive the expiration or termination of this Contract, including but not limited to the rights and obligations set forth in Sections 19-38, shall survive such expiration or termination. Upon the termination of this Contract, Supplier shall cooperate with Buyer to help avoid production disruptions and to transfer title and possession of the Products, work-in-process and raw materials that Buyer has the right to acquire from Supplier and return Buyer’s Property and other property of Buyer.

33. Assignment. Under no circumstances may Supplier transfer, assign or delegate, in whole or in part, any of its rights or obligations under this Contract, whether directly or indirectly, by

merger, acquisition or contribution to a joint venture, without Buyer's prior written consent provided that Supplier’s purchase of raw materials or standard commercial articles shall not be deemed a subcontract. Buyer may assign this Contract to any affiliate or successor-in-interest of Buyer without Supplier’s consent. This Contract shall be binding upon and inure to the benefit of the successors and assigns of the parties.

34. Relationship of the Parties. This Contract does not create the relationship of principal and agent between Buyer and Supplier nor shall it be construed as creating any other form of legal

arrangement which would impose liability upon one party for the act or omission of the other party. Neither party has the right, power or authority to assume or to create any obligation on behalf of or in the name of the other.

35. No Waiver; Severability. The failure of either party at any time to require performance by the other party of any provision of this Contract shall in no way affect the right to require such

performance at any time thereafter, nor shall the waiver of either party of a breach of any provision of this Contract constitute a waiver of any succeeding breach of the same or any other provision. If any provision of this Contract is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

36. Interpretation. As used herein, “Contract” means these General Terms and Conditions of Purchase and the accompanying purchase order issued by Buyer. “Contract” shall also mean

any supplemental terms and conditions that may be issued by Buyer to address special or specific requirements relating to the purchase of Products and any applicable Supplier Guides. This Contract, including these General Terms and Conditions of Purchase, shall be accepted by Supplier and become effective upon the first to occur of: (a) the date on which Supplier provides written or electronic acceptance to Buyer, or (b) Supplier’s commencement of any work or performance under this Contract. Supplier’s acceptance of this Contract shall be expressly limited to the terms of this Contract. Terms and conditions proposed by Supplier in Supplier’s quotations, acceptances, acknowledgements, invoices or other documents, that are different from or in addition to the provisions of this Contract are expressly rejected by Buyer and are not a part of this Contract. This Contract and any mutually-executed non-disclosure agreement in effect between the parties constitute the entire agreement between the parties and supersede all previous or contemporaneous oral or agreements between the parties with respect to the Products ordered hereunder. This Contract may be modified only by an amendment issued by Buyer.

37. Dispute Resolution. This Contract and any claims relating to the Products or services provided under this Contract shall be governed by the laws of the State of Michigan, excluding the

provisions of the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980), as amended, and any conflict of law provisions that would require application of another choice of law. Any action or proceedings by Buyer against Supplier may be brought by Buyer in any court(s) having jurisdiction over Supplier or, at Buyer’s option, in the court(s) having jurisdiction over Buyer, in which event Supplier consents to such jurisdiction and service of process in accordance with applicable procedures. Any actions or proceedings by Supplier against Buyer may be brought by Supplier only in the court(s) having jurisdiction over Buyer’s Location. In the event that any action at law or in equity is brought to enforce or interpret the provisions of this Contract, the prevailing party shall be entitled to an award of its reasonable attorneys’ fees in addition to any other relief to which the prevailing party may be entitled. If a dispute between Buyer and Supplier arises under this Contract, Supplier shall proceed with the performance of the work hereunder, including the delivery of Products in accordance with Buyer’s release authorizations pending resolution of the dispute.

3 - 1 Issued 4/29/2011

FORECASTS AND DELIVERY ORDERS Planning Forecasts • Weekly planning forecasts are reported on the Estimate & Authorization

Report (E&A) for 14 weeks from the date of issue. • Once a Delivery Order (FIRM ORDER) is issued with a DN number

(DN12345678) that quantity will drop off the planning forecast report the following week.

• ISUZU reports do not indicate cumulative quantities shipped (CUMS); nor do the reports indicate past due orders. The supplier should keep record of each Delivery Order until that order is fulfilled.

• The first two weeks from issuance date are Firm; the third and fourth weeks are Fabrication; the fifth, sixth, seventh and eighth weeks are Raw Material. The remainder of the E&A Report quantities are estimates, and are to be used only for planning purposes.

Delivery Orders • The weekly firm orders are issued on the Delivery Order Report. • Once a Delivery Order is issued, it is required to be delivered on the

DELIVERY DATE indicated on the Delivery Order. If the DELIVERY DATE falls on a holiday the system will modify the DELIVERY DATE to the next business day.

• If the supplier encounters a problem fulfilling a Delivery Order, the Materials Coordinator should be contacted.

• The supplier is also required to complete and send the RECOVERY SCHEDULE to the Materials Coordinator.

• Upon shipment those suppliers not on EDI are required to email/fax the packing list to the Materials Coordinator. This must be done to insure timely payment.

Emergency Delivery Orders • An Emergency Delivery Order (EDO) is used for an urgent request for a part. • Reasons for issuing an EDO include:

◊ Part order was not issued with original firm orders. ◊ Part number has changed after firm order was issued. (Usually

the result of an Engineering Change or AAS) • The EDO is a manual process and will not show up on your weekly Delivery

Order Report. They will be initiated by the Materials Coordinator and will be accompanied by written authorization, issued by email or fax on the “Emergency Delivery Order Request” form.

3 - 2 Issued 4/29/2011

FORECAST AND DELIVERY ORDER FORMS

1. E & A Report 2. Delivery Order Report 3. Recovery Schedule Form 4. Emergency Delivery Order Request Form

www.iszapurchasing.com Updated 2/2016

USORDEST1W ISUZU NORTH AMERICA CORP DATE: 01/22/2016 PAGE: 1 PLANT: N ESTIMATE & AUTHORIZATION REPORT TIME: 00:29:30 RAW MATERIAL & FABRICATION

SUPPLIER CODE: C000/01 SUPPLIER NAME: INAC SUPPLIER

----- DAILY REQUIREMENTS ---- ----------------------- WEEKLY REQUIREMENTS --------------------------- PART UNIT MON TUE WED THU FRI FAB FAB RAW RAW RAW RAW EST EST EST EST EST EST NUMBER LOAD 02/08 02/09 02/10 02/11 02/12 02/15 02/22 02/29 03/07 03/14 03/21 03/28 04/04 04/11 04/18 04/25 05/02 -------------- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----

9876543210 45 0 0 0 0 180 180 180 225 180 225 180 225 225 180 225 225 45

TRUCK PART

SAMPLE E&A REPORT


USORDERS1W ISUZU ASSEMBLY DISTRIBUTION SYSTEM DATE: 01/22/2016 PAGE: 2 PLANT: N DELIVERY ORDERS TIME: 23:01:37

SUPPLIER CODE: C000/00 SHIP TO: SPARTAN MOTORS ISUZU MNORTH AMERICA CORP (INAC) SUPPLIER NAME: INAC SUPPLIER 1055 MIKESELL ST 46401 COMMERCE CENTER DRIVE FOB POINT: 1234 ISUZU AVE PLANT # 5 PLYMOUTH, MI 48170

CITY, STATE ZIP CODE CHARLOTTE, MI 48813

TRANSIT NORMAL DAYS: 1 DELIVERY PART GM PART PART DOCK DELIVERY SHIP UNIT SNP PURCHASE ORDER # NUMBER NUMBER DESCRIPTION CODE DATE QTY LOAD ORDER NO

DN12345678 9876543210 87654321 TTRUCK PART 02/12/2016 180 45 1 PA0000002B

SAMPLE DELIVERY ORDER

http://www.iszapurchasing.com/

WWW.ISZAPURCHASING.COM Updated 2/2016

USORDEST1W ISUZU NORTH AMERICA CORP DATE: 01/29/2016 PAGE: 5 PLANT: N ESTIMATE & AUTHORIZATION REPORT TIME: 01:44:42 RAW MATERIAL & FABRICATION

SUPPLIER CODE: C100/01 SUPPLIER NAME: INAC SUPPLIER

----- DAILY REQUIREMENTS ---- ----------------------- WEEKLY REQUIREMENTS --------------------------- PART UNIT MON TUE WED THU FRI FAB FAB RAW RAW RAW RAW EST EST EST EST EST EST NUMBER LOAD 02/15 02/16 02/17 02/18 02/19 02/22 02/29 03/07 03/14 03/21 03/28 04/04 04/11 04/18 04/25 05/02 05/09 -------------- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----

9876543210 45 0 0 0 0 180 180 225 180 225 180 225 225 180 225 225 180 90 TRUCK PART

SAMPLE E&A REPORT FOLLOWING WEEK

PLEASE NOTICE THAT THE PREVIOUS WEEK’S

DELIVERY ORDER HAS DROPPED OFF THE REPORT

Issued: 5/01/11Updated: 2/01/16 www.iszapurchasing.com

RECOVERY SCHEDULESupplier Name: Date:Contact:Phone Number:

Part Number: Description:Past Due Order Date:

Ship Schedule DatesNew Order Past Due New PD+ New Mon. Tues. Wed. Thurs. Fri. Mon. Tues. Wed. Thurs. Fri. Mon. Tues. Wed. Thurs. Fri.

Date Amount Order Order 03/07/16 03/08/16 03/09/16 03/10/16 03/11/16 03/14/16 03/15/16 03/16/16 03/17/16 03/18/16 03/21/16 03/22/16 03/23/16 03/24/16 03/25/16

3/7/2016 100 50 150 50 503/14/2016 50 50 100 100

0



Date Amount Order Order date date date date date date date date date date date date date date date

Issued: 5/1/11Revised: 2/1/16 www.iszapurchasing.com

Plant Location: Change Requested by: Anne SulllivanIsuzu North America Corporation Contact Info: Ph: 517-541-3809 Ex. 3560

Spartan Plant 5 Cell: 810-444-92431055 Mikesell St. [email protected], MI 48813Code: Date Issued:Suppler:Supplier Contact: Expected Delivery Date:

Emergency DeliveryOrder Number Isuzu Part Number Part Name Quantity

1.Reason: Special Instruction:





Supplier Signature: Isuzu UseAAS#

Date: ECS#

Emergency Delivery Order Request

mailto:[email protected]

4-1 Issued 6/01/2005 Revised 2/01/2016

PURCHASE ORDER

SYSTEM & MANUAL System Purchase Order (P.O.) Basic Conditions • A system generated blanket P.O. will be issued for production and is the

individual part pricing contract. • The P.O. will specify the part number, part name, price, effective date,

expiration date and payment terms. • One P.O. number is assigned to one part number. A new P.O. will be issued

to the supplier every time the price or effective date changes. • The terms and price included in the P.O. will apply to every shipment within

the effective dates of the P.O. • The term of the P.O. is the calendar year: January 1st through December 31st. Process • The P.O. will be issued after the supplier and INAC agree on all the terms

and conditions of the parts to be supplied. • After receipt of the P.O., the supplier should verify the content; sign the P.O.

and return one copy within five working days to the appropriate commodity buyer at INAC.

Manual Purchase Order (P.O.) Basic Conditions • The manual P.O. will be used to procure special parts or tooling. • The P.O. is issued after the supplier and INAC agree on terms and details of

the specified order. • Supplier will receive one original of the manual P.O. Supplier should

submit invoice referencing the manual purchase order number to the INAC Purchasing Department.

4-2 Issued 6/01/2005 Revised 2/01/2016

Service Parts • Any communication or questions regarding service parts should be directed

to:

American Isuzu Parts Distribution Network 1400 S. Douglass Road Anaheim, CA 92806 (714) 935-9300

Prototype Parts

• Any communication or questions regarding prototype parts should be directed to:

Prototype Department Isuzu Technical Center of America, Inc. 46401 Commerce Center Drive Plymouth, MI 48170 (734) 455-7595 www.iszapurchasing.com/prototypeparts

You may reference our website at www.iszapuchasing.com

http://www.iszapurchasing.com/prototypeparts

http://www.iszapuchasing.com/

4-3 Issued 6/01/2005 Revised 2/01/2016

PURCHASE ORDER FORMS

1. System P.O. (sample) 2. Manual P.O. (sample)


PAGE: 1( 1) PURCHASE ORDER

NAME : INAC SUPPLIER (C 000) DATE : FEB 0 4, 2016

ADDRESS: 1234 ISUZU AVE P/O NUMBER: PA0000000B CITY STATE ZIP USA

SHIP TO : DESIGNATED PLACE

P/O DESCRIPTION : PRICE REVISION P/O CATEGORY : PRODUCTION PRODUCTION/SERVICE : PRODUCTION MODEL YEAR : 120 BOOK : A8

FOB TERMS : SUPPLIERS PLANT TRANSPORTATION : TRUCK PAYMENT TERMS : 2ND DAY 2ND MTH FREIGHT TERMS : BILL ISUZU START OF PRODUCTION : JAN 2016

CURRENCY : U.S. DOLLAR ESTIMATED MONTHLY VOLUME : 1 ORDER TERM : NORMAL

PART NUMBER EFFECTIVE DATE

DESCRIPTION --------------------

UNIT PRICE --------------

UNIT MEAS ----------

EXPIRATION DATE ------------------

9876543210 (PL:0) TRUCK PART

$21.5800 EACH JAN 01, 2016 DEC 31, 2016

OLD PART NUMBER OLD PRICE OLD P/O OLD EFFECTIVE DATE -------------------- -------------- ---------- ------------------ N/A

ADDITIONAL INFORMATION :

BUYER CODE: (03) SUPPLIER

------------------------------- ------------------------------- PURCHASING MANAGER SUPPLIER SIGNATURE

------------------------------- ------------------------------- DATE DATE

THIS PURCHASE ORDER IS SUBJECT TO THE ACCOMPANYING GENERAL TERMS AND CONDITIONS

Isuzu North America Corp. 734-455-7595 46401 Commerce Center Drive 734-455-7581 or 734-455-7582 FAX Plymouth, Michigan 48170

PURCHASE ORDER

Isuzu North America Corporation.46401 Commerce Center DrivePlymouth, MI 48170-2473

734 455 7595734 455 7581 Fax

www.iszapurchasing.com updated : 2/2016

No:

TO: SOLD TO: Isuzu North America Corporation46401 Commerce Center DrivePlymouth, MI 48170

DATE TERMS FOB REF # ACCT# DEPT. #

QTY P/N DESCRIPTION UNIT PRICE AMOUNT

TOTAL $0.00

REMARKS INVOICE TO: Isuzu North America CorporationAttn: Purchasing Administration46401 Commerce Center DrivePlymouth, Michigan 48170

REFERENCE: P.O. Number :

MANAGER DATE

DELIVERY DATE

5 - 1 Issued 6/01/2005 Revised 2/01/2016

PAYMENT Production Parts Basic Conditions • This policy applies to all parts paid against system Purchase Orders. • Payment to suppliers is made on a “PARTS RECEIVED” basis. INAC will not

require or reference a supplier invoice for payment of production parts. Therefore, there is NO NEED to submit invoices for payment of these parts.

Process • INAC will close its Parts Receipts at the end of each month. • INAC will issue an “Accounts Payable Report” (AP Report) around the tenth

working day of the new month for the previous month’s activity. This report will be emailed to the supplier. Please contact INAC Purchasing for details on receiving your report by email.

• The AP Report is calculated based on the purchase order and the quantity of parts shipped and received per the packing list, ASN information or Bill of Lading.

• Supplier’s accounting department should be able to reconcile and apply payment in conjunction with the INAC AP Report

• Payment made by wire transfer/ACH will be on the 2nd day of the 2nd month following shipment. Payment made by check will be made on the 25th of the month following shipment.

Discrepancies/Questions • If you have discrepancy questions regarding your AP Report, the following

procedure is required: ◊ Contact INAC Plymouth-Purchasing Department ◊ If there are missing parts’ payments, provide INAC Purchasing

with a written notice of the proposed corrections including: packing list number, ASN number, part number, part quantity and FOB date.

• INAC will verify the proposed corrections and any adjustments will be reflected in the following month’s AP Report and payment.

5 - 2 Issued 6/01/2005 Revised 2/01/2016

Adjustments • Individual Price Adjustment memos and individual Quantity Adjustment

memos are created each month and are referenced by memo numbers on the AP Report.

• Quantity Adjustments are created as a result of shipping errors, plant receiving errors or supplier quality issues.

• Price Adjustments are issued as a result of a price change. Tooling and Special Parts Basic Conditions • This policy applies to Tooling or Special parts ordered by a manual purchase

order. • Payment to suppliers is made based on supplier invoice. Process • Supplier should submit invoices to the INAC Plymouth office:

◊ Tooling: Attn: Commodity Buyer ◊ Special Parts: Attn: Purchasing Administration

• Supplier invoice should reference the manual purchase order number. • Upon receipt of supplier invoice, INAC will verify the invoice content, and

process the individual invoice for payment. • The payment check for tooling will be issued from the INAC-Anaheim office

after receipt of the invoice and the completed tooling package. Please see the Tooling section of this manual for more details.

• All questions regarding payment of these invoices should be directed to INAC Purchasing Administration at the Plymouth office.

NOTE: Please forward a copy of this payment section to the Accounts Receivable Department within your company.

6- 1 Issued 6/01/2005 Revised 2/01/2016

CLAIM PROCEDURES Basic Policy The supplier is responsible for the condition of the parts shipped/delivered to an INAC facility. INAC is not able to verify the condition of the parts until they arrive at our facility. Types of Claims Quality Claim – Non-Conforming

• This policy applies to non-conforming parts that include, but are not limited to, discrepancies or problems with:

◊ Appearance ◊ Dimensions ◊ Welds ◊ Finish, i.e. burrs or flash ◊ Contamination ◊ Coating ◊ Part or container labeling ◊ Laboratory and metallurgy specifications ◊ Machining ◊ Functions

• INAC will verify that the non-conformance is the supplier’s responsibility

prior to issuing a Product Concern & Countermeasure (PCC).

• Prior to issuing the PCC, Supplier Quality Assurance (SQA) should contact the supplier by telephone, notify the supplier of the problem and discuss immediate actions to be taken.

◊ In order to contain the non-conformance, the next scheduled

shipment should be inspected and certified.

◊ The supplier must decide whether the non-conforming parts(s) should be (1) returned via a Returned Material Authorization (RMA) at the supplier’s expense, or (2) scrapped at the supplier’s expense.

6- 2 Issued 6/01/2005 Revised 2/01/2016

◊ The supplier and SQA will determine whether sorting activity at the supplier’s expense will be performed by the supplier, the supplier’s appointed 3rd party sorter, or plant personnel.

◊ The supplier should replace the non-conforming parts at the

supplier’s expense.

Large quantity of non-conforming items (which affects production): An emergency delivery order will be issued.

Small quantity of non-conforming items: A request will be issued to include the replacement parts in the next scheduled delivery.

◊ The supplier to repair the non-conforming parts at the supplier’s

expense or INAC shall repair the non-conforming parts at the supplier’s expense.

• Production downtime at the customer’s plant shall be the responsibility of

the supplier.

• A standard claim package (referenced below) will be issued to recover expenses/costs associated with the non-conformance.

Packaging and Container Claims

• A packaging claim will be issued when the customer has verified that the supplier’s action or inaction has caused a non-conformance which could result in part damage from one the following:

◊ Parts or material that was inadequately secured in the container ◊ Container was inadequately secured in the carrier vehicle ◊ Container that has been damaged by improper handling

• A standard claim package (referenced below) will be issued to recover

expenses/costs associated with the non-conformance. Shipping Non-Conformance

• A shipping claim will be issued when the customer has caused shipping or transportation related non-conformity.

6- 3 Issued 6/01/2005 Revised 2/01/2016

Shortage of Parts or Misdelivered Parts

• If INAC discovers missing or misdelivered parts, one of the following two actions will be taken:

◊ Require the Supplier to replace the misdelivered parts at the

supplier’s cost. Large quantity of misdelivered parts (which affects

production): An emergency delivery order will be issued.

Small quantity of misdelivered parts: A request will be issued to include the additional parts in the next scheduled delivery.

◊ Require the Supplier to supplement the short delivered parts at

the supplier’s cost. Large quantity of missing parts (which affects

production): An emergency delivery order will be issued.

Small quantity of missing parts: A request will be issued to include the additional parts in the next scheduled delivery.

Over shipment of Parts

• In the case of an over shipment, INAC will work directly with the supplier to decide the best way to handle the over shipment. The two most common options are:

◊ Supplier will be required to short-ship the next order. ◊ Supplier will be requested to take back the parts at supplier’s

expense.

• In the case of an over shipment of parts at vehicle build out, INAC will inform the supplier of the over shipment. Supplier must immediately take back the excess parts at supplier’s expense. If the supplier does not respond, INAC will scrap the parts at the supplier’s expense.

6- 4 Issued 6/01/2005 Revised 2/01/2016

Multiple Bills of Lading

• Only one Bill of Lading per shipment should be issued. In the event a supplier issues more than one, the supplier will be held financially responsible for any additional carrier charges caused by multiple Bills of Lading.

Split Shipments

• If the supplier splits a shipment, the supplier will be held financially responsible for the transportation costs of the additional shipment(s).

Late Shipments

• If the delivery order schedule is not met (late shipment), the supplier will

be responsible for the expedited freight. Unauthorized Freight Carrier

• Suppliers, who utilize a carrier other than the carrier designated by Itochu/INAC, will be held financially responsible for the variance in actual freight expense incurred.

Freight Damage All freight damage claims will be addressed directly with the carrier. Standard Claim Package Claim packages sent by INAC Purchasing will include a copy of all supporting documentation:

◊ Man-hours for plant personnel ◊ Third party service invoices ◊ Cost of other parts damaged as a result of non-conforming

parts ◊ Other costs relating to the non-conformance which include but

are not limited to shipping, customer travel expense to supplier location, downtime, etc.

◊ PCC (Product Concern and Countermeasure)

6- 5 Issued 6/01/2005 Revised 2/01/2016

◊ A pre-numbered acknowledgement copy of the letter to be signed and returned to INAC by the listed due date

◊ Other relevant supporting documentation

• If the signed acknowledgement or an appeal response is not received by the due date (approximately 30 days from the date of the letter), the claim amount will be automatically deducted from the next scheduled supplier payment.

• The supplier should direct all claim charge appeals in writing to the

Executive Manager of Purchasing. Repeat Claim For those non-conformance issues that reoccur after the first PCC has been resolved and closed, there will be a penalty fee assessed. In addition to the potential items for chargeback listed above, the supplier will be assessed:

1. First repeat occurrence after the initial PCC is closed: $100.00 2. Second repeat occurrence after the initial PCC is closed: $250.00 3. Third repeat occurrence after the initial PCC is closed: $500.00

7 - 1 Issued 6/01/2005 Revised 2/01/2016

TOOLING Basic Policy • This policy applies to all tools, dies, molds, jigs and fixtures (collectively

referred to as “tools or tooling”) which INAC purchases or consigns to suppliers for use in producing parts exclusively for INAC.

• INAC Purchasing is responsible for administration and decisions relative to all tools, including but not limited to the following:

◊ Ordering and Production ◊ Payment ◊ Manner of Usage ◊ Relocation ◊ Disposal For parts in production Purchasing’s approval is needed for

disposal. For parts in service AIPDN approval is needed for disposal.

Ordering and Production • INAC Purchasing shall negotiate pricing of tools based on Tooling Quotation

Sheet and Production Process Charts submitted by Supplier. • INAC Purchasing will issue Manual Purchase Orders in cases where INAC

owned tools will be required. • INAC Purchasing may confirm the tooling process by holding supplier

hearings, conducting supplier surveys, or by visiting the supplier plant. On supplier visits, INAC Purchasing may be accompanied by representatives from Quality Assurance and/or Engineering.

7 - 2 Issued 6/01/2005 Revised 2/01/2016

Payment

Full payment of tooling will not be made until parts are PPAP approved.

Lump sum payment • Upon PPAP approval, Supplier should submit the following information to the

INAC Purchasing Department: ◊ Invoice ◊ Tooling Notice (including address and county of tooling location) ◊ Production Process Charts (PPC) ◊ Signed Tooling Maintenance Agreement ◊ Copy of PPAP Approval

• Payment is issued from INAC - Finance (Anaheim office). Any questions pertaining to tooling payment should be directed to INAC Purchasing Department (Plymouth office).

• After Supplier Invoice is processed for payment, INAC Purchasing will issue the following to the Supplier:

◊ Asset tag numbers for each tool ◊ Tooling notice (with specific asset numbers assigned)

• Supplier is required to attach asset tag numbers to tools according to the

Tooling Notice. The supplier is also required to take a photo of the tool with the Isuzu tag attached. Supplier will return Tooling Asset Weight and Log form (www.iszapurchasing.com/purchasing_form.html ) with photos attached to INAC Purchasing Department.

Amortization

• Term and piece price will be negotiated between supplier and the INAC Commodity Buyer.

• Prior to the amortization period, Supplier should submit the following: ◊ Completed Tooling Notice. Notice should indicate that tools

are “amortized”. ◊ Tooling Quote ◊ PPC Charts

• Supplier will keep title of ownership for amortized tools.

http://www.iszapurchasing.com/purchasing_form.html

7 - 3 Issued 6/01/2005 Revised 2/01/2016

Manner of Usage • All tools owned by INAC and located at Supplier’s facilities will be used in

accordance with the INAC Tooling Maintenance Agreement. • Tools owned by INAC will produce only parts designated by INAC unless

otherwise directed by INAC Purchasing. • Suppliers using tools owned by INAC shall report the following to INAC

Purchasing upon request: 1. Presence of tools, stating exact location (city, state, and county). 2. Current part number(s) manufactured by the tools. 3. Presence of transferred tools. 4. Presence of obsolete tools. • In case the tools need modification due to an engineering change from INAC,

the supplier shall inform INAC Purchasing and comply with the instructions of INAC Purchasing.

Relocation • If tooling must be relocated for any reason, the Supplier MUST notify INAC

Purchasing in advance of the relocation and wait for authorization. • Supplier is required to submit completed Tooling Notice indicating “Transfer

from” and “Transfer to” addresses, the effective date of the transfer and the INAC tool numbers affected, along with backup (i.e. shipping documents).

Disposal of Tooling • Supplier must request tooling disposition with a written request (stating

reason for disposal) and a completed Tooling Notice. This information should be submitted to INAC Purchasing.

• Supplier is responsible for notification to INAC Purchasing of any relocation/transfer of tooling BEFORE said tooling is moved.

7 - 4 Issued 6/01/2005 Revised 2/01/2016

TOOLING FORMS**

1. Tooling Notice 2. Tooling Asset Weight and Log 3. Tooling Maintenance Agreement 4. Product Process Chart 5. Tooling Quotation **Forms are periodically updated; please always confirm with INAC Purchasing that you are using the most current form.

www.iszapurchasing.com Updated: 8/24/11

DATE:SUPPPLIERNAME: PROJECT:

TRANSFER DATE:

EFFECTIVE DATE:

FULL ADDRESS, CITY STATE COUNTY

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

-$ US DOLLARS

XPURCHASING MANAGER APPROVAL SIGNATURE

(City), (State), (Zip Code)

(City), (State), (Zip Code)

(Street Address)

TRANSFER FROM:

TOOLING NOTICE

SUPPLIERCODE:

SUPPLIERINVOICE #:

** TOOL TYPE: P=PRESS C=CASTING F=FORGING R=RESIN BM=BLOW MOLDM=MODEL J=JIG D=DIE CM=COMPRESSION MOLDING

X

ISUZUTOOL# PART#

TOOLTYPE ** MOD NEW

TRANSFER TO:

SUPPLIERCODE:

SUPPLIERNAME:

TOOLLOCATION:

SUPPLIER APPROVAL SIGNATURE

TITLE

TOOLNAME

MODELYEAR

Buyer or Scrap DealerNAME:

ADDITIONAL INFORMATION FOR DISPOSAL

PURCHASEPRICE

PPAPDATE

(Street Address)

SALES DATE:SUPPLIERCODE:TOOLLOCATION:

SUPPLIERNAME:

LOCATION

NO

AMORTIZED

YES

ACQUISITION DISPOSAL TRANSFER


TOOLING ASSET WEIGHT AND LOG

Supplier Code: _______ Purchase Order No. _______ Page: of

ASSET NUMBER:

Asset Weight

_______ lbs.

ASSET NUMBER:

Asset Weight

_______ lbs.

THIS AGREEMENT MUST BE EXECUTED BY ALL SUPPLIERS IN POSSESSION OF TOOLS OWNED OR FURNISHED BY ISUZU

TOOLING MAINTENANCE AGREEMENT

The undersigned supplier (hereinafter “we” or “us”) hereby agrees to the following terms and conditions which shall apply to our possession, handling and use of Tools owned by Isuzu North America Corporation (“Isuzu”) or such other party as may be designated in writing by Isuzu (a “Designee"). As used herein, the term “Tools” means any tools, dies, molds, jigs, fixtures and other items of equipment currently in our possession or hereinafter furnished to us by Isuzu for use in manufacturing or assembling products for purchase by Isuzu or its Designee. We agree that the terms set forth herein are in addition to the terms set forth in Isuzu’s General Terms & Conditions. 1. Use of Tools. We agree to use the Tools solely for the purpose of manufacturing or assembling products for

purchase by Isuzu or its Designee and for no other purpose. We agree not to sell to any party (other than Isuzu or its Designee) any products manufactured or assembled by use of the Tools without Isuzu’s prior written consent.

2. Title to Tools. All Tools are and shall remain the sole and exclusive property of Isuzu or its Designee. We

agree to execute such documents as may be reasonably requested by Isuzu from time to time to confirm such ownership, and we shall at no time represent to any third party, expressly or by implication that title to the Tools is held by any person or entity other than Isuzu or its Designee. We agree not to sell, loan or otherwise transfer the Tools to any party or to grant or allow any encumbrance or lien upon the Tools without Isuzu’s prior written consent. We agree to mark the Tools "Property of Isuzu North America Corporation", or in such other manner as may be designated by Isuzu. We agree not to co-mingle the Tools with our own property or with the property of any other person, to modify the Tools, or to remove the Tools from the location of record without Isuzu’s prior written consent. The Tools are and shall at all times remain personal property, notwithstanding that they may now be or hereinafter become in any manner attached to or permanently resting on real property or improvements thereon.

3. Information Regarding Tools. Within 45 days following the date of this Agreement, and within 30 days

following the date on which any additional Tools are hereinafter furnished to us, we agree to supply Isuzu with the following information:

a. names of all Tools in our possession; b. description of the Tools; c. names and addresses of locations where the Tools are located; d. part names and numbers produced by the Tools; and e. such other information as may be reasonably requested by Isuzu. We also agree to promptly notify Isuzu upon any changes in the foregoing information. In the event that

Isuzu furnishes us with tags containing asset numbers for the Tools, we agree to attach such tags to the appropriate Tools, and furnish photographs of the Tools to Isuzu with the asset number on the tag visibly displayed. Isuzu or its Designee shall have the right to enter our premises at all reasonable times upon prior notice to inspect such Tools, our records for the Tools and/or to remove the Tools from our premises.

4. Safety Precautions. We agree at our own expense to take full responsibility for the possession, handling

and use of the Tools and for compliance with all applicable laws governing same. We agree to initiate, maintain and supervise all necessary safety precautions in connection with our possession, handling and use of the Tools.

2

5. Care of Tools. We agree to maintain the Tools in good working order, condition and repair, reasonable wear and tear excepted, and to bear the risk of loss or damage to the Tools while they are in our possession or control. In the event that any of the Tools becomes obsolete or unusable, we agree to promptly notify Isuzu and dispose of such Tools in accordance with Isuzu’s instructions. The costs of changes or replacements to the Tools due to engineering changes shall be allocated in accordance with our mutual agreement.

6. Taxes. We agree to assist Isuzu in making any necessary filings and registrations with applicable state and

local taxing authorities, including any applications for exemption from sales and use taxes imposed in connection with the Tools.

7. Accidents. We agree to assume the risk of, and to indemnify and hold Isuzu and its affiliates, agents,

representatives and employees harmless from and against, all claims, damages, liabilities, cost and expenses (including reasonable attorneys’ fees) incurred as a result of or in connection with our possession, handling or use of the Tools. We also agree to maintain adequate insurance protecting both us and Isuzu from claims and liability for injury, death and property damage arising out of or relating to the possession, handling or use of the Tools, and upon Isuzu’s request, to furnish Isuzu with a certificate of insurance showing Isuzu as an additional insured under such insurance.

8. Termination; Return of Tools. We agree that Isuzu shall have the right to terminate this Agreement at any

time without Isuzu incurring any liability towards us. Promptly upon the termination of this Agreement, or earlier upon Isuzu’s demand, we agree to return the Tools to Isuzu or its Designee in such manner as Isuzu shall designate. We also agree to deliver to Isuzu all specifications, operating manuals and other documents furnished by the manufacturer relating to the construction, maintenance or operation of the Tools.

_________________________________________ [NAME OF SUPPLIER]

By: _____________________________________

Title: ____________________________________

Date:____________________________________



SKETCH OF PART (With Dimensions) PRODUCTION PROCESS CHART (B) 1/2 Sheet No.

--- For Plastic & Rubber Part --- Date of Issue

Name of Supplier

Material of Part


Weight of Part kg



Pieces(s) per carName of Subcontractor:

Prototype or Volume Proto V.P.Sketch of tool (With Dimensions; R , L x F , B x H)

Injection Type of MachineMolding

Cycle Time: /sec

Compression Pieces per Shot /shotMolding

Number of Tool

Vacuum Molding Material of Tool

Blow Molding Weight of Tool kg

Extrusion Tool Life shotsMolding Lead Time

(Weeks)

Others Tool Number: Estimated Tool Cost ($)

0 1 2 3

Estimate

Assembly Eval Model Part Number Part Name Component Part Number Component Part Name Isuzu Approval


Updated 8/24/11 www.iszapurchasing.com Page 2 of 2

Production Process Chart (B) 2/2For Plastic & Rubber Parts

Sketches of

1 2

Production Process


0

Component Part NumbeComponent Part Name 1

2

3



SKETCH OF PART (With Dimensions)PRODUCTION PROCESS CHART (A) 1/2 Sheet No.

--- For Stamped & Forged Parts --- Date of Issue

Name of Supplier

Material of Part


Weight of Part kg



Piece(s) per carName of Subcontractor:

Prototype or Volume Proto V.P.Ite Production Process

Type of Machine

Number of Tools

Pieces per Size of Tool (mm)

Weight of Tool Estimated Tooling Cost ($)

Est. Date of Compl

m Shot (kg) 0 1 2 3

Estimate

1 Eval.

Estimate

2 Eval.

Estimate

3 Eval.

Estimate

4 Eval.

Estimate

5 Eval.Model Part Number Part Name Component Part No. Component Part Name Isuzu Approval



PRODUCTION PROCESS CHART 2/2-FOR STAMPED & FORGED PARTS-

Sketches of

1 2 3

Production Process

4 5 6


0

Component Part Number Component Part Name 1

2

3

www.iszapurchasing.comIssued: 6/01/05

Updated: 2/01/16


Date: This quotation is valid until:P/ No.: P/ Name: Est. Vol./Month: Complete for Tool Modification


Tool Tool *Tool P/ No. CostTool Name Size (LxWxH) Weight (Kg) Type New Mod. Amount Suffix Variance **Reason

123456789

10111213

Var.Total:

Location (where tool will be used) Name of Tool Manufacturer Location Tool PreparationTool Name City State Manufacturer City State Lead Time

123456789

10111213

- Production Volume Lead Time: Supplier Signature:

Title:

Remarks:

* Tool Type: (P)= Press; (C)= Casting; (F)= Forging; (J)=Jig; (R)=Resin; (BM)= Blow Mold; (M)= Model; (D)= Die; (CM)= Compression Mold; (IM)= Injection Mold

** Reason Code: (A)=VA; (B)=Design Change; (C)=Specification; (D)=Volume; (E)=Supply Parts Change; (F)=Negotiation; (G)= Other (state reason in Remark section)

(Provide more detail for Cost Variance Reason in Remark section)

- Gantt Chart for production readiness must be submitted after Isuzu tool kick off

INAC TOOLING QUOTATION SHEET


Total Tooling Cost:

8 - 1 Issued 6/01/2005 Revised 2/01/2016

ENGINEERING CHANGES Basic Policy • Engineering changes can be requested from several different sources

including supplier, manufacturing personnel, quality engineers, or design engineers.

Documents and Definitions • Engineering Change Request (ECR)

◊ Used for changes to a future model part, current or existing part or a part that is not currently in production.

• Work Order/Engineering Change Notice (ECN)

◊ Document released with a drawing that summarizes and approves the changes made to that drawing. Also can reference the ECR number of the proposal which led to the change. ECN is recognized by a number series (Number, Alpha, Alpha, Alpha, Number, Number), i.e. 4ABC23.

◊ The ECN will indicate the effective point of the change, the reason for the change, the types of parts being changed (i.e. pilot parts, production parts), the model to which the change applies, the drawing number, and a summary of the change.

• Work Order/Engineering Change Summary (ECS)

◊ Document that is usually (but not always) released with a drawing which shows changes made to the Engineering Parts List. Also can reference ECN change number. ECS is recognized by a number series (Alpha, Alpha, Alpha, Number, Number), i.e. HAJ01.

◊ The ECS will indicate the effective point of the change, the reason for the change, the types of parts being changed, the model to which the change applies, the drawing number, the part numbers affected.

• Supplier Engineering Change Response Form

◊ Document used to indicate lead-time for an engineering change. This is the form of communication between the Supplier and INAC Purchasing.

8 - 2 Issued 6/01/2005 Revised 2/01/2016

◊ Supplier is responsible for indicating engineering change lead-time, PPAP submission date and possible ship date.

• Supplier Request Sheet (SRS or Deviation Request)

◊ Document initiated by a supplier to indicate shipment of any parts that deviate from INAC’s specifications.

◊ Reasons for using a Supplier Request Sheet are as follows: • Part has a small deviation from drawing specifications – but

is believed to be usable (Deviation) • Supplier has advanced information from engineering but has

not received Isuzu approved drawing (Pre-Implementation) • Lead-time for engineering change exceeds parts needed

timing (Deviation) • Parts not off production tooling and/or process after

“Production part due date” as specified by Isuzu (Deviation)

REMINDER: If parts deviate from current INAC drawings, a Supplier Request Sheet is REQUIRED. No shipments of incorrect parts should be made without an approved Supplier Request Sheet. The SRS should be submitted to the Isuzu Commodity Buyer.

• CR(VA) Proposal

◊ Used for change proposals to a current production part. This form is usually initiated by the supplier.

Document Combinations and Flow Basic Flow of Engineering Changes • Design change proposal comes from initiator, either supplier, manufacturing,

or engineering. Proposal comes in the form of an ECR or VA. • Formal engineering change is issued by Isuzu engineering. • Supplier will receive a combination of the following engineering change

documents from INAC Purchasing: ◊ ECN ◊ ECS ◊ Drawing ◊ Supplier Engineering Change Response Form ◊ RFQ

8 - 3 Issued 6/01/2005 Revised 2/01/2016

• Negotiation of the Engineering Change involves:

◊ Determining a possible changeover date of the parts. This is the date the supplier has new parts (reflecting the change) available for shipment.

◊ Determining the PPAP submit date. • After negotiations are completed, Supplier is responsible for informing

INAC Purchasing of changeover timing ASAP. Timing should be communicated using the Supplier Engineering Change Response Form. This form should indicate lead-time, PPAP submit date and ship date to INAC. The form should be signed, dated and sent back to the commodity buyer indicated.

• As soon as timing information is modified in the system, the Supplier’s forecasts and orders will reflect the new timing.

Basic Flow of Supplier Request Sheets • All Supplier Request Sheets should be submitted as far IN ADVANCE of

parts shipment date as possible. • Supplier Request Sheets should be submitted to INAC Commodity Buyer

ONLY. • Supplier should refer to the routing on the bottom of the Supplier Request

Sheet form for direction. • If supplier is ready to ship parts, and has not received approved copy of

Supplier Request Sheet: ◊ Supplier should hold shipment ◊ Supplier should contact their commodity buyer ASAP

8 - 4 Issued 6/01/2005 Revised 2/01/2016

ENGINEERING CHANGE FORMS

1. Engineering Change Request Form (ECR) 2. Work Order/Engineering Change Notice (ECN) sample 3. Work Order/Engineering Change Summary (ECS) sample 4. Supplier Engineering Change Response Form 5. Supplier Request Sheet (SRS) ** 6. CR (VA) Proposal Forms are periodically updated; please confirm with INAC Purchasing that you are using the most current form.

PROTOTYPE

PRE-PROD

PILOT

Originated By: Authorized By:

ITCA Authorization

Date Originated:

SUBJECT: Department Code:

YEAR/ MODEL: UPC#: INFO C/ MEASURE RE-OCCUR PART NAME: CONTENT: TYPE PROJECT REQUEST PART #: RESPONSE HISTORY: PRODUCT IMPROVEMENT INFO

C/M WILL DEFER PASS REJECT

PROPOSAL (CURRENT SITUATION, CAUSE, C/ MEASURE PROPOSAL, ETC.) / RESPONSE

DATE:

FILING #:

CODE #:

COMPANY:

NAME:

S/CARQTY/ MONTH

E CLOSE

C TEMPORARY CLOSE

R OPEN

PROJECTED: ECS NUMBER:

DETERMINED:

1 CAUSE TYPE: PROJECTED DRAWING RELEASE DATE:

2 DESIGN STANDARD: NONE COMPLETE

3 DATE TO ISSUE: / /

4 WEIGHT (KG)

5 INVESTMENT A:

6 COST B:

7 PRIORITY: A B C DESIGN PRIORITY: 1 2 3 DATE NUMBER ASSIGNED:

8 TRANSFERRED ECR#: ECR NUMBER:

9

COST

PILOT NEEDED

ENGINEERING CHANGE REQUEST

PROJECT:

FOR SUPPLIER USE:

FOR ISUZU USE:

RESERVED FOR BAR CODE

DEPARTMENT PASSED TO

DST

PDCASTATUS CODEDATE

Y N

EFFECTIVE DATE

PROSPECT

STATUS



Supplier Engineering Change Response Form February 1, 2016

Supplier Contact Name Supplier Company, Supplier Code Address City, State & Zip Phone No. 123-456-7890 Email: [email protected] Enclosed is Isuzu North America Corporation engineering change information. Please note response Due Date and Change Status dates as listed. We request that you provide the following information with your response:

• Supplier Engineering Response Form (this form) • Gantt Chart (Timing) • INAC Part Quotation Sheet* • Completion of Cost Variance column (Part Quotation Sheet) • INAC Tooling Quotation Sheet* • PPC Chart*

* Isuzu forms can be found on the Isuzu Purchasing web site. Please visit our web site at www.iszapurchasing.com.

ISUZU RESPONSIBILITY SUPPLIER MUST FILL IN THE BELOW COLUMNS

Current Part

Number

New Part

Number Part

Name Change Status

Production Readiness

Timing

PPAP Submission

Date Estimated Ship Date

Inventory of Old Part until Changeover

Supplier should contact your SQA to determine if a new PPAP will be required and what information needs to be provided in the event that a new PPAP is needed. Enter N/A in the area provided for PPAP submission date if a new PPAP is not required by SQA. Print Name: _________________________________ Title: ________________________________ Signature: _________________________________ Date: _______________________________ Completed form should be emailed to the attention of your Purchasing Commodity Buyer.

These items required for Purchase Order

Due Date: ECS# Drawing#




SUPPLIER REQUEST SHEET Isuzu North America Corporation Purchasing Date

Print Manager Name Print Analyst Name / /Manager Signature Analyst Signature

PE / Engineer Receipt

Supplier name ; Phone # ; Supplier code Deviation No.Date ; Supplier Contact (Title / Print name) Supplier Contact (Signature)

/ /Subject:

PART NAME PART NUMBER

MODELQUANTITY

(Current/Drawing) (Proposal)

Content

of

Request

Reason for this Request / Corrective Action

INAC Purchasing Supplier responsibility

Isuzu responsibility

SQA Engineer Recommendation Signature/Date

Manager

Signature/Date

ITCA Product Engineer Recommendation Signature/Date

Manager

Signature/Date

INAC Purchasing Comment Signature/Date

Manager

Signature/Date

Final Disposition: Senior / General Manager - Quality Approved Rejected

Signature: Date:

Routing: SupplierINAC PurchasingQualityITCA Prod/ EngineeringINAC Purchasing

SHIPPING START DATE & DO#SHIPPING END DATE

Supplier Responsibility Isuzu Responsibility



A : APPEARANCE / ASSEMBLY CHAG : MATERAIL CHANGE N : MACHINING PROCESS ABOLIT U :IDENTIFICATION MARK CHANGE 1 : OTHER MKR'S PARTS ADOPTION B : QUALITY STD CHANGE H : MAT'L ( COMPOSITE ) CHANGE P : WELDING PROCESS ABOLITIONV : DELIVERY METHOD CHANGE 2 : COMMONIZATIONHDV C : SUPPLY QUALITY CHANGE J : CHANGE TO MAKER STANDARD Q : SURF. FINISH,H/TREAT. CHG. o W :SUPPLY / PACKING CHANGE 3 : PRICE RECTIFICATIONCOMMONESS D : UNNECESSARY PART/FUNCTIO K : THICKNESS REDUCTION or CHG. TO R : FIXING METHOD,POSITIONS,PA X : MAKER'S CHANGE 4:

LDV REF.No. E : MACHINING CORRECTION/PRO L : PRODUCTION / PROCESS CHANGE S : PROCESS / TOOLING CHANGE Y : OVER SEA PURCHASE 5:F : TOLERANCE ADJUSTMENT M : WORK STEP,DEFECT PART REDUCTT : SUB ASSY CONDITION CHANGEZ : OTHER QUANTITY Q'TY

ORIGINAL DATE DEPT : GROUP CR Team TOOLING JUDGEMENT WITHIN 1 YEAR OK NG WIT 10D NKR ...................... ............ NO. APPROVA CHECKED REPORTER 10E V*R ...................... ............

CODE ......................................................................................................... 4D TF* ...................... ............TEL. ( EXT ) 4E UES ...................... ............

ASM P./ ASM PROCESS INTERCHA YES ......................................................................................................... BSD L-E ...................... ............P/ N LEVEL NO BSE V6D ...................... ............

NO. A .........................................................................................................OTHERNPR ...................... ............SINGLE M SINGLE DEVELOPMENT SPECIFIC SAN ...................... ............PART E PAR _______________ DAYS CODE ................................................................................................................. UBS ...................... ............

I DAILY(AS SOON AS V8D ...................... ............T .................................................................................................................OTHER ...................... ............E MODEL CHANGE M .........................................................................................................

DESCRIPTION (SKETCH AND DETAILS) PRODUCTION TRY NEED NO NEED MOD ......................................................................................................... TOOLING( 　US$・EUR

............................................................................................ ........................................................................... ......................................................................................................... DAILY CHANGE

MODEL CHANGE

............................................................................................ ........................................................................... ......................................................................................................... SIMULATE SWITCHING YES NO

............................................................................................ ........................................................................... ......................................................................................................... 1. SUPPLY UNIT OLD * NEW INTERCHANGE ABILITY YES NO

............................................................................................ ........................................................................... ......................................................................................................... 2. COMPONENT PART OLD * NEW INTERCHANGE ABILITY YES NO

............................................................................................ ........................................................................... ......................................................................................................................................................APPEARANCE EFFECT YES NO

............................................................................................ ........................................................................... ....................................................................................................................................................QUALITY STD EFFECT YES NOINHOUSE PROCESS EFFECT YES NO

............................................................................................ ........................................................................... ....................................................................................................................................................REGULATION EFFECT YES NO

............................................................................................ ........................................................................... ......................................................................................................... A : DAILY CHANGE

............................................................................................ ........................................................................... ......................................................................................................... G : MODEL YEAR CHANGE

............................................................................................ ........................................................................... ......................................................................................................... F : OTHERS ( TRANSFER etc.)

............................................................................................ ........................................................................... ......................................................................................................... E : CAN NOT USE

A : SUFFIX NOT CHANGE ............................................................................................ ........................................................................... ......................................................................................................... B : SUFFIX CHANGE

C : PART No. CHANGE ............................................................................................ ........................................................................... ......................................................................................................... D : ENGINEERING SPEC.

E : NOTICE ......................................................................................................... F : AS CASTING DWG.CHANGE

MAT'L COST PROCESOOLING COS MARGIN TOTAL TOOLING CO EAR AMORTIZATAMORTIZATION X : NO REVISIONC COST PIECE PRODUCT (Pcs COST/Pc. ......................................................................................................... ECS ISSUED DATEO CURRENT OLD TOOL D / M / Y

S PROPOSAL REPAIR CURRENT P/NO. NEW P/NO.

T IFFERENCE OLD+NEW COMMON USE POSSIBILI YES MODEL ECS No. ( CND No. )

CR-NO. CR / Pc. LABOR COST EFFECVOLUME PER MONTHCR PER MONTTOOLING COS FINAL EVALUATIO DESIGN CODE : DESIGN CODE ( )

INCLUDE □ D / M / Y APPROVAL APPROVAL

SEPARATE □

PROPOSAL PURCHASE INCHARGEPROPOSAL RECV COST CONTROL DE PROPOSAL RECVD COST PLANNING EFFECTIVE DATECONTRACT PRIC LINE EFFECTIVE PLAN / ACTUALD / M / Y D / M / Y D / M / Y D / M / Y D / M / Y

CR PROPOSAL ROUTING VENDER OVERSEAS PURCHASINGPROPOSAL BY CR GRO OVERSEAS SOURCING & CONTROL EVAL MANUFACTURING ASSESSM DESIGN CHANGI EC DWG.ROOM CR G OVERSEAS SOURCING & CONTROL

ISZ INHOUSE

DWG.

CHAN

GE S

TATU

S

( CURRENT )

MAKERCODECONTACTOR

ABILITY

TARG

ET

( US$・ EURO・ BHT/￥）

MODEL

CHAN

GE

COND

ITIO

NCH

ANGE

ME

THOD

INTE

RCHA

NGE

AB

ILITY

EFFE

CTIV

E TI

MING

FIN

AL

JUDG

EMEN

TS$・EURO・BHT/￥

EVAL

UATI

ON / D

ESIG

N IN

CHAR

GE 'S

COM

MENT

COST

EFFE

CTIV

E

RELA

TED

GROU

P

CR COST / UNI

US$・EURO・BHT/￥

EVAL

UATI

ONGR

OUP

EFFE

CTIV

EEX

PECT

ATIO

N

US$・ EURO・ BHT/￥ S$・ EURO・ BHT/￥

RCHASING INCRG(

S$・EURO・BHT/

PROP

OSAL

( CR PROPOSAL )


RW0

CR PROPOSAL

9-1 Issued 6/01/05 Revised 2/01/16

NOTIFICATION OF CHANGES Required Documents • SUPPLIER is required to notify INAC of any changes to the parts they supply,

the part production process, production location, shipping FOB location, company contact information, and any other such changes that affect parts supplied or business communication.

Note: Any changes to parts or their production process must be submitted to INAC using the documents described below (SRS or PCR) a minimum of 12 weeks prior to the change implementation, or longer if it is expected that the time needed by INAC to qualify the change will surpass 12 weeks. For instance, changes requiring extensive testing or that involve discontinuation of a part, component, or material. INAC must approve the change before changed parts or parts from a changed process are shipped from the supplier. Failure to provide proper notification or get the needed INAC approval may result in expediting fees and/or significant production downtime costs.

• An Isuzu Process Change Request (PCR) Form must be submitted to INAC Quality Department for changes to the supplier’s production process. See the Quality tab section in this manual for details.

• A Supplier Request Sheet (SRS) must be submitted to INAC Purchasing for

temporary deviations of a part from its drawing. See the Engineering & Model Change or Quality tab section for details.

• An Engineering Change Request (ECR) Form must be submitted to INAC

Purchasing for supplier requested changes to parts which require a drawing change. See the Engineering & Model Change tab section in this manual for details.

• A Supplier Engineering Change Response Form must be submitted to INAC

Purchasing after the supplier receives a Work Order-ECS/ECN from Isuzu. See Engineering & Model Change tab section for details.

• A Cost Reduction (CR) Proposal Sheet must be submitted to INAC

Purchasing for approval and documentation of any cost saving ideas. A CR can be issued for either part production process changes or design related cost saving proposals.

9-2 Issued 6/01/05 Revised 2/01/16

• Changes to supplier contact information must be submitted to INAC Purchasing on a “Supplier Profile” Form. This includes changes in:

Sales representative Quality representative Production Control representative Accounts Receivable representative Production plant address change FOB shipping address change Remittance address change

• A Delivery Change Request form must be submitted to the plant materials

coordinator for any change to a scheduled delivery order. See Forecast & Delivery tab section of this manual for details.

• A Recovery Sheet must be submitted to the plant materials coordinator

outlining the supplier’s plan of recovery for all delayed shipments. See Forecast and Delivery tab section of this manual for details.

9-3 Issued 6/01/05 Revised 2/01/16

FORMS FOR NOTIFICATION OF CHANGES**

1. Isuzu Supplier Profile Form 2. PCR Form 3. ECR Form 4. Supplier Engineering Change Response Form 5. CR Proposal Sheet 6. SRS Form 7. Emergency Delivery Request Form 8. Recovery Schedule Form **Forms are periodically updated; please always confirm with INAC Purchasing that you are using the most current form or access the Isuzu website www.iszapurchasing.com

Issued: 6/07/10www.iszapurchasing.com 1 of 2

Supplier Profile

Company Name: Supplier Code:Revision Date: Program/Model Code:

Commodity:

Sales Contact: Title:Address: Phone:

Fax:E-Mail:

Quality Contact: Title:Address: Phone:

Fax:E-Mail:

Engineering Contact: Title:Address: Phone:

Fax:E-Mail:

A/R Contact: Title:Address: Phone:

Fax:E-Mail:

Remittance Address: ABA:Account:

Dun & Bradstreet:

Prototype Contact: Title:Address: Phone:

Fax:E-Mail:

Accounts Payable Report Information (sent 10th of each month)

Payment Information (2nd Day 2nd Month):

Issued: 6/07/10www.iszapurchasing.com 2 of 2

Parent Company:

Quality Certifications(such as QS-9000):

EDI Capability? (Y/N) EDI Contact

Shipping Location:Contact: Title:Address: Phone:

Fax:

E-Mail:


Fax:

E-Mail:


Fax:

E-Mail:


Fax:

E-Mail:

Plant Locations:

Additional Supplier Information:

Private

Company Stock

Public


PROCESS CHANGE REQUEST ( Supplier shall submit this application 8 weeks prior to production volume delivery. )

COMPANY NAME : DATE : (Supplier)REPRESENTATIVE : (Supplier representative name and title)

1. CHANGE PART INFORMATION Part Number Part Name Part Classification

Emission (Regulation) Part General Part

2. DETAILS OF PROCESS CHANGE

( )DESCRIPTION OF CHANGE

PURPOSE OF CHANGE

1) In case of sub-supplier change, please explain new sub-supplier roughly. 2) You can attach another sheet to explain for detail.

3. PREPARATION FOR PRODUCTION PLAN Item Schedule Completion DateProcess ImprovementProcess Capability StudyQuality 1) Process Cont. PlanDocuments 2) Operation Instruction

3) Inspection StandardReliability TestPPAP SubmissionFirst Shipment of Changed Part

To :

INAC Comments

Pre-approved INAC will audit your process.

No INAC audit, however, supplier internal audit is recommended. Date: Submit PPAP / Due Date :

Rejected, INAC does not permit this change. Note:

Cont. No :

Welding Heat Surface Mold, Press Machining

Casting, Assembly Sub- Other

PROTOTYPE

PRE-PROD

PILOT

Originated By: Authorized By:

ITCA Authorization

Date Originated:

SUBJECT: Department Code:

YEAR/ MODEL: UPC#: INFO C/ MEASURE RE-OCCUR PART NAME: CONTENT: TYPE PROJECT REQUEST PART #: RESPONSE HISTORY: PRODUCT IMPROVEMENT INFO

C/M WILL DEFER PASS REJECT

PROPOSAL (CURRENT SITUATION, CAUSE, C/ MEASURE PROPOSAL, ETC.) / RESPONSE

DATE:

FILING #:

CODE #:

COMPANY:

NAME:

S/CARQTY/ MONTH

E CLOSE

C TEMPORARY CLOSE

R OPEN

PROJECTED: ECS NUMBER:

DETERMINED:

1 CAUSE TYPE: PROJECTED DRAWING RELEASE DATE:

2 DESIGN STANDARD: NONE COMPLETE

3 DATE TO ISSUE: / /

4 WEIGHT (KG)

5 INVESTMENT A:

6 COST B:

7 PRIORITY: A B C DESIGN PRIORITY: 1 2 3 DATE NUMBER ASSIGNED:

8 TRANSFERRED ECR#: ECR NUMBER:

9

COST

PILOT NEEDED

ENGINEERING CHANGE REQUEST

PROJECT:

FOR SUPPLIER USE:

FOR ISUZU USE:

RESERVED FOR BAR CODE

DEPARTMENT PASSED TO

DST

PDCASTATUS CODEDATE

Y N

EFFECTIVE DATE

PROSPECT

STATUS



Supplier Engineering Change Response Form February 1, 2016

Supplier Contact Name Supplier Company, Supplier Code Address City, State & Zip Phone No. 123-456-7890 Email: [email protected] Enclosed is Isuzu North America Corporation engineering change information. Please note response Due Date and Change Status dates as listed. We request that you provide the following information with your response:

• Supplier Engineering Response Form (this form) • Gantt Chart (Timing) • INAC Part Quotation Sheet* • Completion of Cost Variance column (Part Quotation Sheet) • INAC Tooling Quotation Sheet* • PPC Chart*

* Isuzu forms can be found on the Isuzu Purchasing web site. Please visit our web site at www.iszapurchasing.com.

ISUZU RESPONSIBILITY SUPPLIER MUST FILL IN THE BELOW COLUMNS

Current Part

Number

New Part

Number Part

Name Change Status

Production Readiness

Timing

PPAP Submission

Date Estimated Ship Date

Inventory of Old Part until Changeover

Supplier should contact your SQA to determine if a new PPAP will be required and what information needs to be provided in the event that a new PPAP is needed. Enter N/A in the area provided for PPAP submission date if a new PPAP is not required by SQA. Print Name: _________________________________ Title: ________________________________ Signature: _________________________________ Date: _______________________________ Completed form should be emailed to the attention of your Purchasing Commodity Buyer.

These items required for Purchase Order

Due Date: ECS# Drawing#





A : APPEARANCE / ASSEMBLY CHAG : MATERAIL CHANGE N : MACHINING PROCESS ABOLIT U :IDENTIFICATION MARK CHANGE 1 : OTHER MKR'S PARTS ADOPTION B : QUALITY STD CHANGE H : MAT'L ( COMPOSITE ) CHANGE P : WELDING PROCESS ABOLITIONV : DELIVERY METHOD CHANGE 2 : COMMONIZATIONHDV C : SUPPLY QUALITY CHANGE J : CHANGE TO MAKER STANDARD Q : SURF. FINISH,H/TREAT. CHG. o W :SUPPLY / PACKING CHANGE 3 : PRICE RECTIFICATIONCOMMONESS D : UNNECESSARY PART/FUNCTIO K : THICKNESS REDUCTION or CHG. TO R : FIXING METHOD,POSITIONS,PA X : MAKER'S CHANGE 4:

LDV REF.No. E : MACHINING CORRECTION/PRO L : PRODUCTION / PROCESS CHANGE S : PROCESS / TOOLING CHANGE Y : OVER SEA PURCHASE 5:F : TOLERANCE ADJUSTMENT M : WORK STEP,DEFECT PART REDUCTT : SUB ASSY CONDITION CHANGEZ : OTHER QUANTITY Q'TY

ORIGINAL DATE DEPT : GROUP CR Team TOOLING JUDGEMENT WITHIN 1 YEAR OK NG WIT 10D NKR ...................... ............ NO. APPROVA CHECKED REPORTER 10E V*R ...................... ............

CODE ......................................................................................................... 4D TF* ...................... ............TEL. ( EXT ) 4E UES ...................... ............

ASM P./ ASM PROCESS INTERCHA YES ......................................................................................................... BSD L-E ...................... ............P/ N LEVEL NO BSE V6D ...................... ............

NO. A .........................................................................................................OTHERNPR ...................... ............SINGLE M SINGLE DEVELOPMENT SPECIFIC SAN ...................... ............PART E PAR _______________ DAYS CODE ................................................................................................................. UBS ...................... ............

I DAILY(AS SOON AS V8D ...................... ............T .................................................................................................................OTHER ...................... ............E MODEL CHANGE M .........................................................................................................

DESCRIPTION (SKETCH AND DETAILS) PRODUCTION TRY NEED NO NEED MOD ......................................................................................................... TOOLING( 　US$・EUR

............................................................................................ ........................................................................... ......................................................................................................... DAILY CHANGE

MODEL CHANGE

............................................................................................ ........................................................................... ......................................................................................................... SIMULATE SWITCHING YES NO

............................................................................................ ........................................................................... ......................................................................................................... 1. SUPPLY UNIT OLD * NEW INTERCHANGE ABILITY YES NO

............................................................................................ ........................................................................... ......................................................................................................... 2. COMPONENT PART OLD * NEW INTERCHANGE ABILITY YES NO

............................................................................................ ........................................................................... ......................................................................................................................................................APPEARANCE EFFECT YES NO

............................................................................................ ........................................................................... ....................................................................................................................................................QUALITY STD EFFECT YES NOINHOUSE PROCESS EFFECT YES NO

............................................................................................ ........................................................................... ....................................................................................................................................................REGULATION EFFECT YES NO

............................................................................................ ........................................................................... ......................................................................................................... A : DAILY CHANGE

............................................................................................ ........................................................................... ......................................................................................................... G : MODEL YEAR CHANGE

............................................................................................ ........................................................................... ......................................................................................................... F : OTHERS ( TRANSFER etc.)

............................................................................................ ........................................................................... ......................................................................................................... E : CAN NOT USE

A : SUFFIX NOT CHANGE ............................................................................................ ........................................................................... ......................................................................................................... B : SUFFIX CHANGE

C : PART No. CHANGE ............................................................................................ ........................................................................... ......................................................................................................... D : ENGINEERING SPEC.

E : NOTICE ......................................................................................................... F : AS CASTING DWG.CHANGE

MAT'L COST PROCESOOLING COS MARGIN TOTAL TOOLING CO EAR AMORTIZATAMORTIZATION X : NO REVISIONC COST PIECE PRODUCT (Pcs COST/Pc. ......................................................................................................... ECS ISSUED DATEO CURRENT OLD TOOL D / M / Y

S PROPOSAL REPAIR CURRENT P/NO. NEW P/NO.

T IFFERENCE OLD+NEW COMMON USE POSSIBILI YES MODEL ECS No. ( CND No. )

CR-NO. CR / Pc. LABOR COST EFFECVOLUME PER MONTHCR PER MONTTOOLING COS FINAL EVALUATIO DESIGN CODE : DESIGN CODE ( )

INCLUDE □ D / M / Y APPROVAL APPROVAL

SEPARATE □

PROPOSAL PURCHASE INCHARGEPROPOSAL RECV COST CONTROL DE PROPOSAL RECVD COST PLANNING EFFECTIVE DATECONTRACT PRIC LINE EFFECTIVE PLAN / ACTUALD / M / Y D / M / Y D / M / Y D / M / Y D / M / Y

CR PROPOSAL ROUTING VENDER OVERSEAS PURCHASINGPROPOSAL BY CR GRO OVERSEAS SOURCING & CONTROL EVAL MANUFACTURING ASSESSM DESIGN CHANGI EC DWG.ROOM CR G OVERSEAS SOURCING & CONTROL

ISZ INHOUSE

DWG.

CHAN

GE S

TATU

S

( CURRENT )

MAKERCODECONTACTOR

ABILITY

TARG

ET


MODEL

CHAN

GE

COND

ITIO

NCH

ANGE

ME

THOD

INTE

RCHA

NGE

AB

ILITY

EFFE

CTIV

E TI

MING

FIN

AL

JUDG

EMEN

TS$・EURO・BHT/￥

EVAL

UATI

ON / D

ESIG

N IN

CHAR

GE 'S

COM

MENT

COST

EFFE

CTIV

E

RELA

TED

GROU

P

CR COST / UNI

US$・EURO・BHT/￥

EVAL

UATI

ONGR

OUP

EFFE

CTIV

EEX

PECT

ATIO

N

US$・ EURO・ BHT/￥ S$・ EURO・ BHT/￥

RCHASING INCRG(

S$・EURO・BHT/

PROP

OSAL

( CR PROPOSAL )


RW0

CR PROPOSAL





/ /Subject:


MODELQUANTITY


Content

of

Request





Manager

Signature/Date


Manager

Signature/Date


Manager

Signature/Date


Signature: Date:





Issued: 5/1/11Revised: 2/1/16 www.iszapurchasing.com

Plant Location: Change Requested by: Anne SulllivanIsuzu Motors America, LLC Contact Info: Ph: 517-541-3809 Ex. 3560

Spartan Plant 5 Cell: 810-955-11471055 Mikesell St. [email protected], MI 48813Code: Date Issued:Suppler:Supplier Contact: Expected Delivery Date:

Emergency DeliveryOrder Number Isuzu Part Number Part Name Quantity






Supplier Signature: Isuzu UseAAS#

Date: ECS#

Emergency Delivery Order Request


RECOVERY SCHEDULESupplier Name: Date:Contact:Phone Number:



Date Amount Order Order 11/07/11 11/08/11 11/09/11 11/10/11 11/11/11 11/14/11 11/15/11 11/16/11 11/17/11 11/18/11 11/21/11 11/22/11 11/23/11 1124/11 11/25/11

11/7/2011 100 50 150 50 5011/14/2011 50 50 100 100

0



Date Amount Order Order date date date date date date date date date date date date date date date

10-1 Issued 6/01/2005 Revised 2/01/2016

ISUZU CUSTOMS OPERATIONS

North American Free Trade Agreement (NAFTA)

This section applies to suppliers of parts and components that originate in Canada or Mexico and are shipped directly to Isuzu or a facility designated by Isuzu. NAFTA Certificate – General Requirements for Supplier • A copy of the NAFTA Certificate of Origin (NAFTA Certificate) for each

NAFTA qualified part should be issued to the INAC Purchasing Department prior to the first shipment of that part for each calendar year.

• If a copy of the NAFTA Certificate will not be available prior to the first shipment to Isuzu for each calendar year, the INAC Purchasing Department must be immediately notified.

• The preferred method to receive the NAFTA Certificate is as an e-mail attachment. If unable to email with signature please fax.

• NAFTA Certificates must only be issued to the INAC Purchasing Department. Under no circumstances should the NAFTA Certificate be issued directly to the motor carrier, customs broker or any other party without the consent of the INAC Purchasing Department.

• The full 10 digit Isuzu part number must be shown on the NAFTA Certificate. • Each NAFTA Certificate must be clearly legible, signed, and dated. • The NAFTA Certificate must show the correct Isuzu company as importer. It

is acceptable to show “various” in the importer box on the NAFTA Certificate if the part(s) will be imported by more than one Isuzu company.

NAFTA Certificate – H.S. Tariff Classification

• For new Isuzu parts, the determination of the correct H.S. tariff classification

should be coordinated with the Isuzu Customs Department through the INAC Purchasing Department.

• For existing Isuzu parts in which the classification shown on the NAFTA

Certificate doesn’t match the classification in the Isuzu classification database, the Isuzu Customs Department will submit a classification change request to the INAC Purchasing Department. The INAC Purchasing Department will coordinate with the supplier to revise the NAFTA Certificate.

Free Trade Agreements General Provisions

NAFTA, Chile Free Trade, Singapore Free Trade, and any future enacted Free Trade Agreement Certificates should be issued to the INAC Purchasing Department, in a timely manner each year, for “all” parts supplied to Isuzu. This enables Isuzu to comply with vehicle content origin and export regulations.

10-2 Issued 6/01/2005 Revised 2/01/2016

Customs - Trade Partnership Against Terrorism (C-TPAT) This section applies to all foreign suppliers. For the purposes of this manual, a foreign supplier is defined as any person, business or corporation that provides, sells, ships or distributes, directly to Isuzu, any product originating from outside the U.S. and U.S. Territories. Isuzu encourages all eligible foreign suppliers to become certified C-TPAT members. Each foreign supplier: • Must review the “Isuzu C-TPAT Expectations for Supplier” handbook (see

Appendix A). Isuzu strongly encourages each foreign supplier to comply with the security criteria and guidelines contained in the “Isuzu C-TPAT Expectations for Supplier” handbook.

• Should develop security processes and procedures consistent with the C-TPAT security criteria contained in the “Isuzu C-TPAT Expectations for Supplier” handbook.

• Must complete the Isuzu “Security Self-Assessment for Suppliers” questionnaire (see Appendix B). The completed questionnaire must be returned to the Isuzu Purchasing Dept. and updated as necessary.

• Must allow Isuzu to conduct periodic reviews and verification of foreign suppliers’ processes and facilities as it relates to C-TPAT security criteria.

• Should indicate to the Isuzu Purchasing Dept., and update as required, their status of participation in obtaining certification in a supply chain security program administered by a foreign Customs Administration.

• Complying with or meeting the C-TPAT security criteria as set forth in the “Isuzu C-TPAT Expectations for Supplier” handbook must submit a letter to Isuzu from a senior officer attesting to such compliance.

Country of Origin Marking This section applies to all foreign suppliers. Unless accepted by law, all parts and components (or its container) of foreign origin must be properly marked with the name of the country of origin. If there are any questions regarding specific requirements of this section, please contact the INAC Customs Operations Dept. through the INAC Purchasing Dept. Wood Packaging Material (WPM) This section applies to all foreign suppliers. The U.S. has adopted the international standard for wood packaging material (WPM) used in international commerce that was approved by the International Plant Protection Convention (IPPC). Subject WPM include most pallets, crates, dunnage and blocking and bracing materials. The international standard requires affected WPM to be either heat-treated or fumigated in accordance to the established guidelines and marked with an approved international mark certifying such treatment. Import

10-3 Issued 6/01/2005 Revised 2/01/2016

shipments found to contain non-compliant WPM will not be allowed entry into the U.S. Isuzu requires all subjected WPM to be properly treated and marked.

CUSTOMS FORMS &APPENDIXS

1. NAFTA Certificate (sample) 2. UCFTA Certificate (sample) 3. Appendix A C-TPAT Expectations 4. Appendix B Self-Assessment Form

DEPARTMENT OF THE TREASURYUNITED STATES CUSTOMS SERVICE

NORTH AMERICAN FREE TRADE AGREEMENT Approved through 12/31/96.CERTIFICATE OF ORIGIN OMB No. 1515-0204.

(INSTRUCTIONS ATTACHED) See back of form for Paper-19 CFR 181.11, 181.22 work Reduction Act Notice.

1. EXPORTER/SUPPLIER NAME AND ADDRESS: 2. BLANKET PERIOD:(DD/MM/YY)

FROM:

TO:

TAX ID NUMBER:

3. PRODUCER NAME AND ADDRESS: 4. IMPORTER NAME AND ADDRESS:

TAX ID NUMBER: TAX ID NUMBER:

5 6 7 8 9 10 11DESCRIPTION OF GOODS H.S. TARIFF PREFERENCE PRODUCER NET COUNTRY OF TRACED

CLASS # CRITERION COST ORIGIN VALUE

I CERTIFY THAT:

-THE INFORMATION ON THIS DOCUMENT IS TRUE AND ACCURATE AND I ASSUME THE RESPONSIBILITY FOR PROVING SUCH REPRESENTATIONS. I UNDERSTAND THAT I AM LIABLE FOR ANY FALSE STATEMENTS OR MATERIAL OMISIONS MADE ON OR IN CONNECTION WITH THIS DOCUMENT.

-I AGREE TO MAINTAIN AND PRESENT UPON REQUEST, DOCUMENTATION NECESSARY TO SUPPORT THIS CERTIFICATE, AND TO INFORM, IN WRITING, ALL PERSONS TO WHOM THIS CERTIFICATE WAS GIVEN OF ANY CHANGES THAT COULD AFFECT THE ACCURACY OR VALIDITY OF THIS CERTIFICATE.

-THE GOODS ORIGINATED IN THE TERRITORY OF ONE OR MORE OF THE PARTIES, AND COMPLY WITH THE ORIGIN REQUIREMENTS SPECIFIED FOR THESE GOODS IN THE NORTH AMERICAN FREE TRADE AGREEMENT, AND UNLESS SPECIFICALLY EXEMPTED IN ARTICLE 411 OR ANNEX 401, THERE HAS BEEN NO FURTHER PRODUCTION OR ANY OTHER OPERATION OUTSIDE THE TERRITORIES OF THE PARTIES; AND

-THIS CERTIFICATE CONSISTS OF _1____ PAGES, INCLUDING ALL ATTACHMENTS.

12A. AUTHORIZED SIGNATURE: 12B. COMPANY:

12C. NAME (PRINT OR TYPE): 12D. TITLE

12E. DATE: (DD/MM/YY) 12F. TELEPHONE: FAX:

Customs Form 434 (121793)

UNITED STATES - CHILE FREE TRADE AGREEMENT TRATADO DE LIBRE COMERCIO CHILE – ESTADOS UNIDOS

CERTIFICATE OF ORIGIN

Field 1: Exporter Name and Address Field 1a: Supplier Name and Address Duns Number: Tax Identification Number:

Field 2: Blanket Period for Multiple Entries From: To:

Field 3: Producer Name and Address Tax Identification Number:

Field 4: Importer Name and Address Tax Identification Number

Field 5: Description of Good(s)

Field 6: HS Tariff

Classification Number

Field 7: Preference

Criterion

Field 8: Producer

Field 9: Regional

Value Content

Field 10: Country of Origin

Field 11: Certification of Origin I CERTIFY THAT:

• THE INFORMATION ON THIS DOCUMENT IS TRUE AND ACCURATE AND I ASSUME THE RESPONSIBILITY FOR PROVING SUCH REPRESENTATIONS. I UNDERSTAND THAT I AM LIABLE FOR ANY FALSE STATEMENTS OR MATERIAL OMISSIONS MADE ON OR IN CONNECTION WITH THIS DOCUMENT.

• I AGREE TO MAINTAIN, AND PRESENT UPON REQUEST, DOCUMENTATION NECESSARY TO SUPPORT THIS CERTIFICATE, AND TO INFORM, IN WRITING, ALL PERSONS TO WHOM THE CERTIFICATE WAS GIVEN OF ANY CHANGES THAT COULD AFFECT THE ACCURACY OR VALIDITY OF THIS CERTIFICATE.

• THE GOODS ORIGINATED IN THE TERRITORY OF THE PARTIES, AND COMPLY WITH THE ORIGIN REQUIREMENTS SPECIFIED FOR THOSE GOODS IN THE UNITED STATES-CHILE FREE TRADE AGREEMENT, AND UNLESS SPECIFICALLY EXEMPTED IN ARTICLE 4.11, THERE HAS BEEN NO FURTHER PRODUCTION OR ANY OTHER OPERATION OUTSIDE THE TERRITORIES OF THE PARTIES.

Authorized Signature

Company Name

Name (Print or Type)

Title

Date (MM/DD/YY)

Telephone / Fax

Field 12: Remarks

C-TPAT Expectations for Foreign Suppliers

March 2016

APPENDIX A

C-TPAT Expectations for Isuzu Suppliers

2

Table of Contents

Introduction 3 1. Procedural Security 4 2. Physical Security 5 3. Access Controls 7 4. Personnel Security 8

5. Education & Awareness Training 9


3

Isuzu North America Corporation

Isuzu Motors America, LLC Isuzu Commercial Truck of America, Inc.

Isuzu Technical Center America, Inc. (Collectively Isuzu)

C-TPAT Expectations for Suppliers Background

In the wake of 9/11 U.S. Customs and Border Protection (CBP) immediately tightened security at U.S. borders and cautioned the importing community of the susceptibility of the supply chain to breaches in cargo security. It also prompted CBP to institute a voluntary security program known as the Customs Trade Partnership Against Terrorism (C-TPAT). This joint initiative between CBP and the global business community has not only made the supply chain more secure but it has provided visible benefits to those companies that have joined. In exchange for implementing improved security practices and communicating security requirements to their business partners, importers have experienced reduced inspections and quicker clearance of imported freight. By participating in the C-TPAT program, ISUZU hopes to increase vigilance amongst its employees and partners and establish a more secure & efficient supply chain.

We understand that if our supply chain was disturbed by an act of terror, it could have a significant impact on our business and business relationships. Therefore, we are asking the vendors we do business with to enhance their safety and security procedures in the following areas: procedural security, physical security, conveyance security, access controls, personnel security, and education & awareness training.

ISUZU has developed a list of requirements for each of these specific areas of focus. We recognize that some of the requirements may be based on U.S. standards and may not be possible to implement in other countries. We also recognize that certain requirements may not be appropriate for some vendors due to the size of their factory and structure. However, it is important for each manufacturer to acknowledge that security regulations are formulated and implemented to protect both the company and its employees. It is imperative that all employees observe the facility security policies and report any suspicious or improper actions to management and/or the proper authorities.

ISUZU reserves the right to conduct background investigations on manufacturers

before doing business with them. In particular, ISUZU is interested in investigating the company for financial solvency, and the principles for criminal activity.


4

1. Procedural Security Procedural Security measures regulate incoming and outgoing goods and are designed to prevent the introduction of unmanifested materials into the supply chain, or the loss or exchange of ISUZU merchandise. 1.1 Each factory should have a designated employee supervising the introduction

and removal of cargo. 1.2 All merchandise must be properly marked, weighed, counted, and documented. 1.3 Procedures must be in place to govern the detection and recording of shortages

and overages. 1.4 Containers, trailers, and/or railcars left at the facility overnight must be secured.

Containers that are full of cargo must be locked and sealed with industry-approved seals and corresponding seal numbers must be recorded. The seals must be uniquely numbered and require destruction to be removed.

1.5 The factory should have a procedure for inspecting and verifying seals.

Discrepancies must immediately be reported to management and/or security personnel.

1.6 All containers or trailers entering or leaving the facility must be recorded, along

with the name of the driver who took custody of the merchandise. 1.7 All security procedures must be documented with formal self-assessments (see

attached) completed every year. Copies of the self-assessment must be forwarded to ISUZU’s Purchasing Manager.

1.8 ISUZU conducts assessments on a periodic basis. ISUZU or its agents shall

have the right to conduct assessments at all reasonable times upon prior notice to supplier.


5

2. Physical Security

Factories from which ISUZU sources merchandise should have the following characteristics: 2.1 Buildings must be constructed of materials that resist unlawful entry and protect

against outside intrusion. 2.2 Entrances & exits must be monitored. Doors should be locked or otherwise

secured when not in use. 2.3 External and internal doors, windows, and fences must be protected by

appropriate means. 2.4 Alarms installed to detect unauthorized entry after hours. Systems should be

monitored by a security guard or outside security agency. 2.5 External doors are alarmed and linked to the main alarm system. 2.6 Windows are secured with alarms or other protective barriers/deterrents (bars,

etc.). 2.7 Reinforced exit doors. Likewise, dock doors should be constructed of materials

that prevent unlawful entry. 2.8 Adequate lighting inside and outside the facility. All corners of parking lots

should be illuminated at night. Inside lighting should be bright enough to eliminate dark spots or corners.

2.9 Flood lighting on loading and unloading areas. Dock doors should be

illuminated at night. 2.10 Clear zones must be maintained internally and externally to monitor the

security of the facility. Brush and other growth should be cleared at least 35 feet from perimeter barrier.

2.11 A guard or receptionist to monitor office entrances. 2.12 There must be a formal registration process for documenting visitors to the

operations. 2.13 Parking for employees must be separate from the dock and cargo operations. 2.14 All containers and trailers that remain at the warehouse overnight should be

secured. Trailers loaded with cargo should also be sealed, with the seal number recorded and verified.


6

2.15 Container and trailer seal numbers must be verified before the trailer or truck is

released. 2.16 Employees should be familiar with the trucking vendors. The identification of

the driver should be checked before cargo is released to his or her custody. 2.17 Truck drivers should never be allowed to randomly enter the factory and pick

up a trailer without supervision. 2.18 Each facility should also have communication systems in place to contact

internal security personnel or local law enforcement in the event of an emergency.


7

3. Access Controls Factories from which ISUZU sources merchandise are expected to meet the requirements detailed below. We understand that all measures may not be appropriate for all factories because of differences in size, operation and structure. However, the vendor should strive to implement as many measures as necessary to ensure that access to ISUZU merchandise is restricted to authorized employees. 3.1 Factories should have a formal system for identifying both permanent and

temporary employees. Ideally, ID badges with the employee’s name and picture should be used.

3.2 Badges should be visible at all times. Employees must be required to show

their badge upon entering the facility. 3.3 Badges should be color-coded to help distinguish workers from assigned areas

to various areas of the operation. 3.4 Factories should limit employee access to loading docks. Only employees

scheduled to work on the loading docks or otherwise approved should be granted access.

3.5 All facilities must have a controlled access gate that monitors activity coming

in and out of the facility. All containers, trailers, drivers must be logged in and out of the facility.

3.6 Visitors should be formally registered and must be required to wear a visitor

badge at all times. 3.7 An employee must escort all visitors while in a loading facility or warehouse. 3.8 Employees or security personnel must challenge unknown persons in the

facility. 3.9 Computers or networks containing sensitive trade data should be secured so as

to prevent unauthorized access to such data. Computer workstations and the network should be password-protected.

3.10 Any information in the public domain (e.g., the Internet) must be protected by a

firewall. 3.11 Limited access should be granted to sensitive information; employees should

only have access to information that directly pertains to their job. A log of access rights should be maintained. Once employees are terminated, access rights must be revoked.


8

4. Personnel Security Implementing personnel security measures is an important step in securing the supply chain. The focus of a personnel security program is to investigate the background of prospective employees to ensure that they pose no risk to ISUZU’s operations. Please note that the requirements provided below are based on U.S. standards and may not be possible to fulfill in other countries. However, we expect all manufacturers we do business with to take as many steps as possible to avoid hiring someone whom may pose a threat to ISUZU or its supply chain.

4.1 Prospective employees must undergo pre-screening prior to commencement of

employment. This applies to prospective permanent, temporary, and contract employees. Manufacturers should conduct a background check of all prospective employees.

4.2 The background check should include the following: 4.2.1 Criminal convictions – All felony and misdemeanor convictions involving

workplace violence, burglary/robbery, theft, assault, identity theft, murder, kidnapping, rape, terrorist threats, or other crimes.

4.2.2 Application verification 4.2.3 Prior employment 4.2.4 Address verification 4.3 Photographs of all employees should be held on file.


9

5. Education and Training Awareness 5.1 To promote security in the supply chain, our vendors should develop a formal

security training program for all employees. 5.2 The training program should address the following: 5.2.1 Recognizing internal conspiracies 5.2.2 Maintaining product integrity 5.2.3 Discovering and addressing unauthorized access of the facility or

information 5.3 Employees should receive security training within the first 30 days of being

hired, and all training should be documented and available for review. 5.4 The training program should be included in the factory’s self-audit process. 5.5 Incentives should be established to encourage employees to actively participate

in security programs and communicate potential security issues involving theft, conspiracy, or terrorist activities.

5.6 ISUZU reserves the right to approve vendors’ education & training programs.

ISUZU further reserves the right to conduct yearly audits of the programs.

ISUZU

II

Security Self –Assessment For Suppliers

APPENDIX B

ISUZU

II

Isuzu North America Corporation

Isuzu Motors America, LLC Isuzu Commercial Truck of America, Inc.

Isuzu Technical Center America, Inc. (Collectively Isuzu)

SSeeccuurriittyy SSeellff--AAsssseessssmmeenntt ffoorr SSuupppplliieerrss

Facility Under Review: Date:

Respondent Name: Respondent Title:

NOTE: Some questions may not apply in whole or in part to your facility. In these cases, please do not leave the question blank. Instead, state “not applicable” (“N/A”) in the “Brief Description of Procedure” field and provide an explanation for your reasoning.

1. Procedural Security

Question Yes No Brief Description of Procedure 1.1 Does your facility have a formal security department or a

designated security officer to supervise the introduction and removal of cargo and packages?

1.2 Do you verify the cargo against the manifest documents? 1.3 How do you detect and account for overages or shortages? 1.4 If containers or trailers are left at the facility overnight, are they

secured, locked, and sealed as necessary? If the containers/trailers are full of cargo, are they also sealed?

1.5 Is a procedure in place for inspecting and verifying seals, and for immediately reporting discrepancies?

1.6 Are containers, trailers, and drivers that enter or leave the facility recorded?

1.7 Are security procedures documented? 1.8 Do you conduct formal self-assessments of security

procedures?

ISUZU

II

2. Physical Security

Question Yes No Brief Description of Procedure 2.1 Are buildings constructed of materials that resist unlawful entry

and protect from outside intrusion?

2.2 Are entrances and exits monitored? Are they locked and secured when not manned?

2.3 Are external and internal doors, windows, and/or fences protected from outside intrusion?

2.4 Are intrusion alarms used to detect unauthorized entry after hours? If so, are they monitored by a security officer or outside agency?

2.5 Are all external doors alarmed and linked to the main alarm system?

2.6 Are windows secured with alarms or other intrusion deterrents (bars, wiring, etc.)?

2.7 Are exit doors reinforced? Are dock doors constructed of materials that prevent unlawful entry?

2.8 Is lighting both inside and outside the facility adequate to eliminate dark corners?

2.9 Is flood lighting used on loading and unloading areas? Are dock doors illuminated at night?

2.10 Are clear zones maintained around the facility? I.e., are brush and growth cleared from the perimeter barrier?

2.11 Does a guard or receptionist monitor the office entrances? 2.12 Is there a formal registration process to document visitors to the

facility?

2.13 Is parking for employees separate from the dock and cargo areas?

2.14 Are containers/trailers that remain at the facility overnight secured and locked/sealed?

2.15 Are seal numbers verified before trailers or trucks are released from the facility?

2.16 Is the identification of the truck driver verified before cargo is released to his/her custody?

2.17 Are truck drivers given limited access to the facility and supervised at all times?

2.18 Are communication systems in place to contact internal security personnel or local law enforcement officers in the event of an emergency?

ISUZU

II

NOTE: We understand that all measures may not be appropriate for the factory because of the company’s size and structure. However, the company should strive to implement as many measures as possible to ensure that access to Isuzu’s merchandise is restricted to authorized employees.

3. Access Controls

Question Yes No Brief Description of Procedure 3.1 Does the facility have a formal ID system for permanent and

temporary employees? Are ID badges with the employee’s name and photo issued?

3.2 Must employees show their badges upon entering the facility? 3.3 Are badges color-coded to help distinguish workers’ assigned

areas?

3.4 Is access to loading docks limited to those employees approved or scheduled to work on the loading docks?

3.5 Is there a controlled access gate to monitor activity coming in and out of the facility?

3.6 Is there a formal registration process for visitors? 3.7 Do employees escort visitors while in a loading facility or

warehouse?

3.8 Do employees or security personnel challenge unknown persons in the facility?

3.9 Are computers and networks containing sensitive data secured to prevent unauthorized access to such data? Are they password-protected?

3.10 If information is available in the public domain (e.g., the Internet), is it protected by a firewall?

3.11 Is access to sensitive information limited to those employees who must access the information to perform their jobs?

3.12 Is a log of access rights maintained? If an employee separates from the company, are access rights revoked?

3.13 Is there a procedure in place to ensure that access rights are revoked if an employee separates from the company?

ISUZU

II

NOTE: We recognize that many of the standards listed below are the common practice in the U.S., though this might not be the case in the foreign countries in which we operate. We also recognize that some data or information that is available in the U.S. may not be available in other countries.

4. Personnel Security

Question Yes No Brief Description of Procedure 4.1 Are prospective employees (permanent, temporary, and

contract) pre-screened before employment?

4.2. Are background checks performed on the following areas: 4.2.1 Criminal convictions? 4.2.2 Application verification? 4.2.3 Prior employment? 4.2.4 Address verification?

□ □ □ □

□ □ □ □

4.3 Are photographs of employees held on file?

5. Education and Awareness Training

Question Yes No Brief Description of Procedure 5.1 Does your facility have a formal training program on security

awareness?

5.2 Does the training program address the following areas? 5.2.1 Recognizing internal conspiracies 5.2.2 Maintaining product integrity 5.2.3 Discovering and addressing unauthorized access of the

facility or information

□ □ □

□ □ □

5.3 Is the training conducted within the first 30 days of an employee’s tenure?

5.4 Is the training program included in the facility’s self-audit program?

5.5 Have incentives been established to encourage employees to actively participate in security programs and communicate potential security issues involving theft, conspiracy, or terrorist activities?

11 - 1 Issued 6/01/2005

Revised 2/01/2016

IT0CHU AUTOMOBILE AMERICA, INC. Transportation

• Itochu Automobile America, Inc. (IAAI) will take delivery of parts at supplier’s

plant locations and transport them to Isuzu designated facilities. • For some suppliers, however, these basic conditions may not apply and

individual negotiation shall be made between INAC and the supplier. • Pick-up frequency at supplier plant location(s) will be determined based on

production levels, volumes and geographic locations of plant sites. • Emergency delivery order (EDO) shipments will be handled on a case by

case basis. • Supplier’s designated plant location of pick-up will be scheduled at the same

time on the same days of each week, if feasible. • Suppliers should prepare shipments in advance, prior to the carrier’s arrival at

supplier locations. • Failure by the supplier to meet scheduled pick-up times will result in additional

logistics cost charged to the supplier and will also affect supplier’s delivery rating.

• In the event that supplier is not able to meet the established pick-up schedule, the carrier will be issued instructions to proceed to the next scheduled supplier immediately, and the supplier will be held financially liable for any and all transportation cost and detention charges.

• Supplier will also be held financially responsible for shipment of balance parts not prepared at scheduled pick-up times and dates, consistent with INAC’s General Terms and Conditions.

• It is the responsibility of the supplier to notify an IAAI representative if an alternative shipment plan is needed.

• All suppliers designated to use LTL carriers will receive instructions from IAAI concerning the carrier or carriers to be utilized.

• Suppliers, who exercise independent judgment in utilizing an LTL carrier other than the carrier designated by IAAI, will be held financially responsible for the variance in actual cost incurred.

• The supplier must show the correct shipping destination on all paperwork issued to the carrier.

• Bills of Lading should clearly state: “Third Party Collect” to Itochu Automobile America, Inc. 100 Saw Mill Road, Suite 2100 Lafayette, IN 47905

• Although IAAI accepts the financial responsibility for authorized shipments, it will not assume the accountability for balance shipments. Any and all

11 - 2 Issued 6/01/2005

Revised 2/01/2016

unwarranted invoices from LTL carriers will be denied and forwarded to the supplier for payment. Suppliers should only issue one bill of lading per shipment. In the event the supplier issues more than one bill of lading, the supplier will be held financially responsible for any additional charges the carrier issues.

Parts Transportation Contact

Itochu Automobile America, Inc. 100 Saw Mill Road, Suite 2100 Lafayette, IN 47905

Phone: 765-449-9601 Fax: 765-447-5454

12-1 Issued: 6/01/2005 Revised: 2/01/2016

QUALITY REQUIREMENTS

Quality Policy Isuzu North America Corporation (INAC) is devoted to the building of innovatively designed, durable and high quality trucks. INAC is committed to the achievement of zero-defect production with continuous improvement and customer focus. Concept for Quality Assurance

• All parts and materials supplied to INAC must meet or exceed the stated or

implied quality requirements. • INAC suppliers must manage and maintain their production processes and

production system, while constantly improving the quality of their products or materials. Continuous improvement is expected not only in quality, but also in cost and delivery. Quality management systems of suppliers should meet or exceed current industry standards such as ISO 9000, QS 9000 or TS16949.

• Supplier Performance: The supplier’s performance will be constantly evaluated. The basis for the evaluation will be:

◊ Quality measured in PPM (Parts Per Million of unacceptable parts).

◊ Delivery measured by on time delivery of complete orders. • Supplier Audit: INAC maintains the right to audit the supplier at any time. A

reasonable notice will be given for scheduling, but the reasonable notice will also be dependent upon the situation necessitating an audit.

◊ Process audits will be conducted per APQP information. ◊ System audits will be conducted to ISO, QS, or TS

requirements. ◊ In serious situations, INAC reserves the right to request a

third party to perform an audit and supply the results to the supplier and INAC at the supplier’s cost.

• Advanced Product Quality Planning (APQP) ◊ Advanced quality planning is required of every project and

part. If you have questions, contact your INAC quality representative.

◊ Process capability (Ppk) must be achieved to a minimum level of 1.33.

Production Part Approval Process

• An approved PPAP must be completed before the first shipment of

production parts. PPAP sample parts must be made with production tooling and process; and be run at a rate established for production. PPAP’s must be in English as well as the language of the people to use the information. Documents in all languages must be submitted if more than English is used.

12-2 Issued: 6/01/2005 Revised: 2/01/2016

Example: Mexican Suppliers would submit both Spanish and English documentation.

• A schedule for the submission and approval of PPAP must be met per the schedule issued by INAC for model change or 8 weeks before production on changed parts. New parts may require a longer approval time based on the type and duration of testing required.

• Requirements for PPAP submission begin with a “Supplier Warrant of Material for Production Approval” form. Unless otherwise specified in writing by an authorized Isuzu official, PPAP must be satisfied by submission of a complete PPAP package. Your submission will be to level 3 and 2 pieces of the new part must also be submitted unless otherwise specified by your INAC Quality representative. The 2 sample parts (tagged 1 and 2) submitted must be accompanied by hardcopies of the checked drawing (with numbered balloon callouts) and corresponding dimensional check results (1 and 2). Format needs to be easily legible or the PPAP submission will be rejected. Please reference the PPAP submission check list for more specific details, shipping instructions, etc.

• The supplier must retain a sample part from the PPAP production run for the production life of the part. PPAP submission package and quality records must be kept per the following retention schedule:

◊ Safety, Emission, Vital, or Important part: 15 years ◊ All other parts: 5 years

• All engineering changes require a new PPAP submission to verify that the design change intent has been achieved. If a part has multiple changes included in one engineering change, all changes need to be made at the same time unless you request and receive an AAS authorizing you to implement only a partial change. To obtain an AAS approval for urgent or temporary part deviation, make your request using a “Supplier Request Sheet”.

Process Change Requests and Deviations • Process flow and methods are frozen at the time of PPAP sample

production and for 6 months after start of mass production. • Any desired change must be submitted to your INAC Quality representative

while still in the planning stage using a “Process Change Request” form. If an unauthorized process change is made, the supplier will be responsible for all parts and associated costs.

• If a production trial run is required, then a request will be made on a “Production Trial Run” form.

• Deviation: Any deviation to the production process that yields a part that may be different than the PPAP part must be quarantined and evaluated.

◊ That evaluation must be reported to your INAC Quality representative immediately.

◊ During this time no interruptions to the required part flow are allowed.

12-3 Issued: 6/01/2005 Revised: 2/01/2016

◊ The process has to be reset to the PPAP approved process and parts produced immediately.

◊ A “Supplier Request Sheet” will be submitted to request a deviation.

Production Controls

• Production controls need to be established to prevent or at a minimum,

detect an unacceptable part or condition. Once an unacceptable part is removed from the production process it should be isolated to prevent inadvertent re-entry into the acceptable part flow. First in, first out (FIFO) handling should be standard with traceability provided or certified as required.

• Sub supplier controls need to be established and maintained. • Staff training is to be performed and documented. All retraining should be

documented in the same manner required for initial training. • Change due to engineering changes, processes changes, and employee

changes must be strictly monitored to assure no defects escape into the acceptable part flow.

• If a problem is detected internally, immediately determine the effect on INAC and contact your INAC Quality representative immediately.

• Continuous Improvement: The supplier is expected to continuously improve their operations. However, no process changes can be made without following the proper procedure outlined above.

Product Concern and Corrective Action • A “Product Concern” or a telephone call will advise you of a problem and the

severity. Once you receive your notification a 24 hour clock begins. • You may be asked to come to the assembly plant or warehouse to assist in

creating or maintaining a breakpoint. • Your “Product Concern” will not be closed until INAC has received a ”Product

Concern Countermeasure Sheet”. Detailed supporting data proving the root cause and the countermeasures taken are required.

• When a problem occurs the following is the minimum needed: ◊ Replacement parts to be produced, certified, and shipped

immediately but no later than 24 hours after notification. ◊ A breakpoint will then be achieved that can be maintained

without suspect material reentering the parts flow system. ◊ A formal root cause must be determined with a

countermeasure put in place to completely eliminate the root cause.

• All costs associated with the non conforming parts are to be reimbursed to INAC based on the Claims Procedure section of this manual.

• The supplier is responsible for the quality of all sub contracted parts no matter the source or ownership.

12-4 Issued: 6/01/2005 Revised: 2/01/2016

• The supplier is responsible for all warranty issues resulting from parts quality issues.

Packaging • All parts must be shipped in containers that will prevent damage to the parts. • Production parts must be shipped in packaging that has been pre-approved

by INAC. o Packaging Proposal Form and Instructions o Packaging Cost Worksheet

• Special Shipping Instructions: All non production parts must be clearly

identified as being: non production parts. • A break point indicator ID needs to be placed on all of the shipping units to

clearly identify the shipment as a breakpoint and the reason for the break point. A bright green tag or sheet should be used and contain the required information. The green tag shipment criteria may be found in the Forms Section of the INAC purchasing website www.iszapurchasing.com

Document Retention • All documents that indicate the man, material, method and machine used to

produce this part must be maintained for a minimum of five years from the date of production. These documents must be available for review by INAC.


12-5 Issued: 6/01/2005 Revised: 2/01/2016

QUALITY FORMS**

1. Supplier Warrant of Material for Production Approval 2. Process Change Request 3. Supplier Request Sheet (SRS) 4. Product Concern/Countermeasure (PCC) 5. Packaging Proposal Form and Instructions 6. Packaging Cost Worksheet

**Forms are periodically updated with process change; please always confirm with INAC Purchasing that you are using the most current form or access the Isuzu website www.iszapurchasing.com.



SUPPLIER WARRANT OF MATERIAL FOR PRODUCTION APPROVALTO: Part Number:

Isuzu North America Corporation Part Name:

Drawing Number:Engineering Change Summery # (ECS#):

PHONE: Weight per Part: Lb. kg.FAX:

Please check appropriate boxes.

1. This warrant is submitted to Production Approval Acceptance L , 2 or and is being submitted for following reasons.

New Part - Initial Submission Engineering Change(s) Tooling ChangeCorrection to Discrepancy Change in Subcontractor Change in Mfg. MethodOthers-please specify

2. This is to warrant that the samples produced are representative of our parts and have been made to Isuzu Japan approved drawings and Engineering specifications from specified material(s), on regular production tooling, with no operations included which shall not be incorporated in regular production processing.

3. The inspection results for all dimensions, specifications and laboratory tests such as chemical, physical, metallurgical etc., show that samples meet all requirements. YES NO If NO, the variations are noted on the checked prints or laboratory results records. Laboratory tests data was/will be submitted Isuzu North America Corporation (INAC)

DateI certify that the samples have been produced and checked in accordance with the requirements and that the items shown on the following Submission Check List are available with appropriate supporting documentation for review or submission to INAC when requested.

Warrant Form Meterial Performance Test Results Measurement System Analysisi Studies Product Sample Process Capability (Cpk) Check Appearance Approval Report Drawing Production Process Flow Diagrams Master Sample Checked Drawing Production Process Control Plan Others: Dimensional Results Process FMEA Note: Material Certifications Checking Fixture Accuracy Data

Supplier Name: Supplier Code:

Supplier Manufacturing Location: (street address)

(city) (state/province) (postal code)

Phone No.: (authorized signature)

Fax No.: E-mail: (print name)

Date: (title)

Warrant Submissions which do not comply with the "Supplier Submission of Material for Production Approval" procedure may be subject to rejection.

Full Production Approval ISUZU NORTH AMERICA CORPORATIONLimited Production Approval Date:

Rejected

Signature:Control No.

Submitted Items

1 3


PROCESS CHANGE REQUEST ( Supplier shall submit this application 8 weeks prior to production volume delivery. )

COMPANY NAME : DATE : (Supplier)REPRESENTATIVE : (Supplier representative name and title)

1. CHANGE PART INFORMATION Part Number Part Name Part Classification

Emission (Regulation) Part General Part

2. DETAILS OF PROCESS CHANGE

( )DESCRIPTION OF CHANGE

PURPOSE OF CHANGE

1) In case of sub-supplier change, please explain new sub-supplier roughly. 2) You can attach another sheet to explain for detail.

3. PREPARATION FOR PRODUCTION PLAN Item Schedule Completion DateProcess ImprovementProcess Capability StudyQuality 1) Process Cont. PlanDocuments 2) Operation Instruction

3) Inspection StandardReliability TestPPAP SubmissionFirst Shipment of Changed Part

To :

INAC Comments

Pre-approved INAC will audit your process.

No INAC audit, however, supplier internal audit is re Date: Submit PPAP / Due Date :

Rejected, INAC does not permit this change. Note:

Cont. No :

Welding Heat Surface Mold, Press Machining

Casting, Assembly Sub- Other





/ /Subject:


MODELQUANTITY


Content

of

Request





Manager

Signature/Date


Manager

Signature/Date


Manager

Signature/Date


Signature: Date:






Section A info provided by ISUZU or Spartan Personnel @ Charlotte, MI truck plantSection B to be completed by ISUZU Supplier Quality Engineer @ Plymouth, MI officeSections #1-4 to be completed by Supplier PRODUCT CONCERN COUNTERMEASURE (PCC) A NONCONFORMANCE POSITIVE IDENTIFICATIONInformation-gathering (who, what, where, when, why, and how) to help supplier to respond quickly with countermeasure:PCC Control No. (PCC.YYYY.MM.DD.1234567890)Part nameName of person who discoveredQty suspected with nonconformanceSupplier NameLot #Case or Box #Photo(s) of nonconformance (Please enter into "Spartan Photos" tab/worksheet.)

If possible, provide photo of nonconforming part next to conforming part.If possible, provide photo showing part installed on truck.

Description of nonconformance

B REQUESTED IMMEDIATE FIX (TEMPORARY COUNTERMEASURE)

Report due date : # 1 ROOT CAUSE ANALYSIS Analyst's Name and Title : Date :

Summation of Root Cause(s) :

# 2 COUNTERMEASURE Countermeasure Action Responsible Target Temporary Permanent Person DateTemporary (if applicable):

Permanent:

# 3 PROBLEM BREAKPOINT INFORMATION Improved Parts Shipping Date : Lot No. Case No./Box No. Other Breakpoint Information.(ex. Special Marking )

(Please indicate PCC Control No. on Special Shipment Green Tag, from: http://www.iszapurchasing.com

# 4 TRANSFER INFORMATION TO SIMILAR PROCESS Information Transferred to : Section : Date : Comments :

FINAL REVIEW BY QCStatus Problem Resolved Need Additional Info. Conclusion Rejected Comments :

Management Review : Date : Reviewed by : Date :

For next shipment, please inspect and certify 100% of parts.

Please coordinate shipment (and urgency level) of replacement parts to our truck plant with Anne Sullivan.

Please provide an RGA/RMA # and shipping instructions to Anne Sullivan to return the nonconforming parts for analysis and/or rework, or let her know if she can scrap the parts. For UPS shipment, please e-mail a scanned copy of the printed shipping label to Anne.

Date of discovery Part number

Anne Sullivan Sr. Analyst Isuzu North America Corporation (INAC) c/o Spartan Motors Plant #5 1055 Mikesell St. Charlotte, MI 48813 Cell: 810-444-9243 Office: 517-541-3809 Ext. 3560



Isuzu North America Corporation NEW PACKAGINGPACKAGING PROPOSAL FORM CARRY - OVER

MODIFICATIONDATE:Supplier: FOB Location: Supplier Code:Model: N-GAS FTR Model Year: 2017 S.O.P: April 2016Part Name: Part Number: Qty per Standard Pk:Empty Box Info Only Color: Material: Dunnage/Divider? Y / N

Part Picture and Specification: Standard Pack Proposal:Length Width Height Length Width Height

(Picture or drawing required) (Picture of container required)

Special characteristics pertaining to parts (e-coat, zinc, etc.):

Unit-Load Proposal: Drawing Outside Length Width HeightLength Width Height Cubic In. Cubit Ft.

Color: Material:(The above data pertains to the empty pallet only)

Number of boxes in unit load length:

Number of boxes in unit load width:

Number of boxes in unit load height:

Trailer unit load stacking factor:

Will parts be required to ship in a mixed pallet load: Total number of pieces per unit load:Yes No

Please indicate weight in poundsStd Pk Boxes Part Empty Dunnage Full All Empty U/Load

(Box Qty) per U/L Weight Box Wt. Weight Box Wt. Boxes Pallet Weight

If returnable packaging is required, please explain in the comment sectionComments:

Proposal Sign OffSupplier Name: Print Name: Signature: Date:

ISUZU NORTH AMERICA CORPORATIONPACKAGING PROPOSAL INSTRUCTIONS

Supplier / Part Data1. Supplier Name: Full supplier name 2. FOB Location: Please indicate the shipping location of the part.3. Supplier Code: Each supplier is assigned a supplier code between 001 and 999 beginning with a C. Example: C2504. Model: This part is being supplied on the Isuzu N-GAS commercial truck.5. Model Year: The model year this proposal is being completed for: 2012MY 6. SOP: Start of Production is April 2011.7. Part Name: A brief description of the part in question.8. Part Number: The Isuzu part number for which this form is filled out. 9. Qty per Standard Pack: The standard number of pieces per box or the smallest shipping unit. Usually the number of parts in one plastic or one corrugated container. Could also represent the number of pieces in one bulk box or steel rack.

Empty Box info only1. Color: The color of the empty container material (example, brown for corrugated box)2. Material: The type of material that the expendable container is made from (example –cardboard)3. Dunnage/Divider: Does the package require a divider, microfoam, cardboard slip-sheets, craft paper, etc.?

Part Picture and Specification 1. Length: The length of the part (inches)2. Width: The width of the part (inches)3. Height: The height of the part (inches)4. Picture: Insert a picture or a drawing of the part.5. Special Characteristics: E-coat, zinc, clear anodize, etc.

Standard Pack Proposal 1. Standard Pack: The smallest shipping unit. Usually the number of parts in one plastic container or one corrugated container. It could also represent the number of pieces in one bulk box or steel rack.2. Length: The length of one container (inches).3. Width: The width of one container (inches).4. Height: The height of one container (inches).5. Picture: Insert a picture of the container proposed.

Unit Load Proposal1. Unit Load: The number of parts on one pallet, bulk box or rack. Also called the basic order quantity.2. Length: The length of the pallet, box or rack. (inches)3. Width: The width of the Unit Load. (inches)4. Height: The height of the Unit Load. Maximum height is usually approximately 53 inches including pallet (44” for export). This allows for double stacking in a standard trailer. (inches)5. Cubic In.: The number of cubic inches per unit load. (L x W x H) 6. Cubic Ft: The number of cubic feet per unit load. ((L x W x H) / 1728))7. Picture: A sketch of how the containers will fit on a pallet8. Empty Pallet Information Only

a. Pallet Length: The length of the empty pallet (inches)b. Width: The width of the empty pallet (inches)c. Height: The height of the empty pallet (inches)d. Color: Color of the pallete. Material: The type of material from which the expendable pallet is made.

9. Number of boxes in unit load length: The number of SNP containers that fit in the long dimension of the pallet. i.e.: a 24” x 15” container & a 48” x 45” pallet = 2 containers in the unit load width.

10. Number of boxes in unit load width: The number of SNP containers that fit in the width dimension of the pallet. i.e.: a 24” x 15” container & a 48” x 45” pallet = 3 containers in the unit load width.11. Number of boxes in unit load height: The number of layers of standard pack containers in a Unit Load.12. Trailer unit load stacking factor: The number of Unit Loads that can be stacked on top of one another. If Unit Load height were approximately fifty inches then the unit load stacking factor would be two.13. Total number of pieces per unit load: Total quantity of pieces per unit load shipment.14. Std Pack (Box Qty): 15. Boxes per U/L: (multiply 9 x 10 x 11 above)16. Part Weight: Weight (in pounds) of a single part17. Empty Box Wt.: In pounds18. Dunnage Weight: The weight (in pounds) of all dunnage used in a single container. 19. Full Box Wt.: The weight (in pounds) of the container, parts and dunnage as ready to ship. 20. All Boxes: The weight (in pounds) of all parts, dunnage, and containers in the unit load. 21. Empty Pallet: The weight (in pounds) of the empty pallet.22. U/Load Weight: (Add 20 + 21 above in pounds)

Sign-Off1. Supplier must sign-off on the information being submitted for packing approval.2. After approval, ISZA will also sign-off the packaging proposal form.

www.iszapurchasing.com Revised: 2/0116

Supplier / Part Data: Date:

Supplier: Supplier Code / Depot Code:

Model:

Part Name Restriction

Part Nos:

Qty / Unit: 1 Yearly Volume (Units) Yearly Volume (Parts)

SNP Unit-Load SNPCost Data - RETURNABLE Cost Data - DISPOSABLE

Unit-LoadReturnable Type:

(Hand Carry Tote, Bulk Box, Tray, etc) Qty SNP

AuthorizedContainer - Tray w/ Dunn. Cost A: -$ 0 Cost for Container with Dunnage A:

Containers per Pallet: B: 0 Container Assembly Cost B: -$ = ( Unit-Load / SNP) Qty U/L

Pallet - Top & Cap Cost: C: -$ 0 Pallet Cost C: -$

Total Unit Load Cost: D: -$ Containers per Pallet D: = ( A* B) + C

Unit Load per Day: E: 0.00 Pieces per Unit Load E: ( = Usage per Day / Unit Load Qty. )

Days of Unit Load Required: F: FF: Cost per Piece F: ( = Transportation Cycle )

Total Packaging Cost: G: -$ Cost per Unit (veh, etc) G: 0.0000

Tooling: G: -$

Interest / Other: H: -$

Total Cost: I: -$ Check If: Permanent Pkg Style( = ( D * FF ) + G + H)

Ammortize Cost per Piece: J: #DIV/0! Alternate Pkg Style= I / (Parts Yearly Volume x 2 years)

Form Completed By:

Name: Fax #:

Phone #: E-mail:

DATE:

10/22/10

Cost Data Worksheet

INACIsuzu Packaging Agreement

2012

INAC PACKAGING

APPROVED BY:

Cost Agreement InstructionsThis section MUST be completed so INAC Packaging Department can verify the returnable and disposable packaging cost for reimbursement.

Disposable Container Cost1. Cost per Container (A): The cost of one corrugated container.2. Container Asm. Cost (B): The cost to assemble one container. This does not include the cost to insert parts into the package.3. Pallet Cost (C): The cost of one empty pallet.4. Containers per Pallet (D): The number of packages per pallet. Obtained by multiplying the Number of Layers in the Unit Load by the Part Boxes per Layer.5. SNP: The standard number of pieces per box.6. Pieces per Unit-Load (E): Containers per pallet (D) x Pieces per box (SNP)7. Cost per Piece: Obtained by the following formula: (((A+B)*D)+C)/E8. Check if: Packaging style is to be shipped in disposable packaging permanently or if cost is for an alternate pack for the returnable packaging.

ReturnableContainer Cost1. Cost per Container (A): The cost of one returnable container with dunnage or the cost of one tray.2. Containers per Pallet (B): The number of packages per pallet. Obtained by multiplying the Number of Layers in the Unit Load by the Part Boxes per Layer or the number of trays required for one unit load.3. Pallet Cost (C): The cost of one pallet and top cap. 4. Total Unit Load Cost (D): The cost of one container (A) times the number of containers per pallet (B) plus the pallet cost (C). = ((A * B) +C) 5. Unit Load per Day (E): The number of pieces used per day divided by the unit load quantity.6. Days of Unit Load Required (F): Transportation cycle as agreed by INAC7. Tooling (G): The total tooling cost.8. Total Cost (H):: The total unit load cost times the unit load per day times days of unit load required plus the tooling cost. ((D*E*F)+G)9. Amortized Cost per Piece (I):: Total cost divided by 2 times the yearly volume. ((H / Part Yrly Vol *2))10. Cost per Unit (J):: Amortized cost times quantity per vehicle. (I * Qty Parts per Veh)

Form Completion1. Form Completed By: Name of the person completing the information on this Isuzu Packaging Agreement Form.2. Tel #: Telephone number where the person completing this form can be reached.3. Fax #: Fax number where the person completing this form can be reached.4. E-Mail: e-mail address of the person completing this form, if applicable.

Date post:	18-Jun-2018
Category:	Documents
Upload:	duongthu
View:	217 times
Download:	0 times