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Revision F, October 15, 2012 of 60

Supplier Procedure Manual




Through implementation and adherence to the standards stated herein, Grupo Antolin looks forward to a long and mutually beneficial

relationship with our Suppliers.



Contents 1.0 Introduction

1.1 Scope 1.2 Purpose 1.3 Expectations 1.4 Distribution and Revision Control 1.5 Supplier Acknowledgement Form 1.6 Supplier Deviation Form 1.7 Supplier Contact Information

2.0 Grupo Antolin Business Practice

2.1 Customer / Launch Support 2.2 Supplier Quality Operating System 2.3 Accounting Practices 2.4 Service / Warranty 2.5 Sub-Supplier Management 2.6 Supplier Organization Information 2.7 Supplier Productivity Agreements

3.0 APQP

3.1 General 3.2 Feasibility 3.3 APQP Planning 3.4 Extraordinary Launch Requirements

4.0 Engineering 4.1 Engineering Change Approval

4.1.1 Supplier Request for Change Approval 4.2 Program Management 4.3 Material and Process Specifications 4.4 Tolerancing / GD & T 4.5 Print Control



4.6 Computer Aided Engineering ( CAE ) 5.0 Tooling

5.1 Tool Identification / Management 5.2 Preventive Maintenance 5.3 Gage Requirements 5.4 Tooling Audit 5.5 Tooling Standards 5.6 Tool Design Sign-off Procedure 5.7 Tool Design Ownership

6.0 Quality 6.1 Overview

6.2 PPAP 6.2.1 Requirements for PPAP 6.2.2 PPAP Resubmission Criteria 6.2.3 PPAP Approval Status

6.2.4 Annual Validation Requirements 6.3 Corrective Actions

6.4 Containment 6.5 Return Material Policy 6.6 Cost Recovery 6.7 Responsiveness to Problems 6.8 SPC Requirements 6.9 IMDS

6.10 Manufacturing Process Review 6.11 Pre-Production Quality / Prototype

7.0 Material, Planning and Logistics

7.1 Identification Labels 7.2 Packaging Requirements 7.3 Material Identity Control and Traceability 7.4 Electronic Data Interchange ( EDI ) 7.5 Delivery Performance



8.0 Revision Record 9.0 Appendix

9.1 Supplier Forms 9.1.1 Supplier Contact Information 9.1.2 Supplier Acknowledgement Form 9.1.3 Supplier Deviation Form 9.1.4 Facilities Listing 9.1.5 PPAP Checklist 9.1.6 PSW Form 9.1.7 APQP Planning Form 9.1.8 Supplier Request for Change Approval 9.1.9 Supplier Organization Information

9.2 Grupo Antolin General Terms and Conditions 9.3 References



Introduction 1.1 Scope

The details stipulated within this manual are intended as the minimum mandatory requirements for “approved” production goods and service suppliers to Grupo Antolin. Our focus includes a commitment from chosen suppliers to provide timely, valued goods and services. Grupo Antolin recognizes the importance of having suppliers that support our goal to exceed customer expectations by delivering products of superior quality, on time and at a competitive price. Win/Win relationships strengthened by success remains a cornerstone in meeting changing customer expectations. It is imperative that every supplier implements the standards and business practices outlined in this manual. These standards and practices are in addition to the terms of any purchase orders between the parties and are incorporated by reference into any purchase order issued by Grupo Antolin unless otherwise agreed in writing. To the extent that there is any conflict between the terms of the purchase order and the terms of this Supplier Procedure Manual, the more explicit terms shall control. NOTE: This Supplier Procedure Manual applies to purchase orders issued by and business with Grupo Antolin North America, Inc. and its affiliates relative to business in the United States, Canada and Mexico. It does not concern or affect purchase orders issued by or business with other Grupo Antolin worldwide related operations or affiliates.

1.2 Purpose The purpose of this manual is to define the organizational system that details the relationship between Grupo Antolin and its suppliers.

1.3 Expectations

To maintain our status as a world-class supplier of automotive components, Grupo Antolin requires its suppliers to:

• Manage facilities, processes, quality systems, supply chain and personnel to consistently and cost effectively produce products and



furnish services that meet the needs of Grupo Antolin and its customers.

• Achieve target prices consistent with our agreements and customer

requirements.

• Acknowledge that the achievement of ZERO DEFECTS is a fundamental objective for quality and delivery performance.

• Develop and implement Advanced Product Quality Planning practices

and procedures in accordance with the requirements of ISO-9001 / TS-16949, the AIAG Advanced Product Quality Planning and all Grupo Antolin North America’s specific APQP requirements.

• Be committed to continuous process improvement by emphasizing

reduction of part-to-part variation and the elimination of waste.

• Utilize appropriate statistical techniques for on-going process control and improvement (as established in the AIAG “Fundamental Statistical Process Control” reference manual).

1.4 Distribution and Revision Control Distribution This manual is written under the direction of Grupo Antolin Purchasing Department and is intended for the use of all suppliers regardless of tier. Revision Control This manual will be updated periodically. As changes occur, Grupo Antolin will notify suppliers of the change and provide an update or a new manual.

1.5 Supplier Acknowledgement Form Upon review of this Supplier Procedure Manual, suppliers are required to complete the Supplier Acknowledgement Form located in Appendix 9.1.2 and upload the signed copy to the Grupo Antolin Supplier Portal or return it to Grupo Antolin within 14 days of receipt of this manual. Completion of the Supplier Acknowledgement Form binds the supplier to the requirements stated in this manual.



1.6 Supplier Deviation Form

Suppliers may be granted deviations from the requirements stated in this manual if a Supplier Deviation Form is approved. Any requirement, which a supplier might feel is a hindrance, can be submitted to Grupo Antolin for consideration. Only an approved request via signed deviation form will waive conformance to the contents of this manual.

1.7 Supplier Contact Information

The Supplier Contact Information Form, located in Appendix 9.1.1, must be completed and uploaded in the Grupo Antolin Supplier Portal or returned to Grupo Antolin within 14 days of receipt of this manual. Please update this form within 7 days of any personnel changes made at the manufacturing facility. If the supplier has more than one manufacturing facility producing products for Grupo Antolin, please submit a separate form for each facility.



2.0 Grupo Antolin Business Practices

2.1 Customer / Launch Support

The Supplier is required to designate a key contact, who can be readily available to assist in solving problems relating to quality, delivery and other issues at the Grupo Antolin production facility. The designated liaison should be located within 2 hours of the Grupo Antolin facility, unless a waiver in writing is given to that supplier. All suppliers are required to provide Grupo Antolin with onsite launch support during the launch of a new program or during a model year change. Support may be requested during pre-production builds. The designated liaison must have a thorough understanding of the supplier’s part and manufacturing processes. The liaison must be able to make accurate and immediate decisions. This liaison must be prepared, if necessary, to support meetings with Grupo Antolin’s customers.

2.2 Supplier Quality Operating System

It is a requirement that all suppliers to Grupo Antolin shall maintain a third party certified Quality Operating System according to: ISO-9001, or TS 16949. Certified suppliers shall notify Grupo Antolin within 10 working days if their Certificate of Registration is put on suspension. The supplier shall upload to the Grupo Antolin Supplier Portal a copy of its certificate upon renewal. All suppliers are subject to audits of their quality system, and the physical verification of corrective action implementation. Failure to comply will be considered a breach of contract and appropriate actions will be taken.

2.3 Accounting Practices

Normal payment terms are net 60 days from the receipt of the goods, by means of a bank transfer or other method of payment agreed upon between the Supplier and Grupo Antolin. If the Supplier can offer



significant price advantage through alternate payment terms, this must be presented at the time of quotation.

All indirect and capital equipment invoices will be paid net 60 days after the supplier’s PPAP is approved by Grupo Antolin, unless otherwise agreed upon by the Grupo Antolin Purchasing representative. Any alternative payment terms must be negotiated with Grupo Antolin before nomination. The Supplier must provide proof of financial stability upon request. Grupo Antolin may immediately rescind this purchase order under the following assumptions: Submission - by the supplier - of a temporary receivership or bankruptcy application, without detriment to the rights of Grupo Antolin over the assets of the bankruptcy or temporary receivership.

2.4 Service / Warranty

The Supplier must maintain a management system for the supply of Service Parts, guaranteeing the fulfillment of the requirements to Grupo Antolin. Unless there is an opposing agreement, the Suppliers will be required to supply service parts for 15 years unless otherwise agreed to in writing by Grupo Antolin Purchasing. Grupo Antolin requires the following from Suppliers for service parts:

• All the goods included in the General Purchasing Terms will be manufactured in accordance with the specifications (including the quantities), drawings, samples or other descriptions specified or enumerated by Grupo Antolin.

• The quality requirements of the materials, components and

products supplied for service parts are the same as products in current production. The packaging employed for the service parts must preserve the quality of materials, components and products until their delivery to Grupo Antolin.

• The production devices (equipment and tooling) must be maintained

during the stated requirement to supply service parts.

• Prior to any tooling, assembly equipment, fixtures or gages being moved from its contracted location, Grupo Antolin Purchasing must be informed in writing. Tooling cannot be moved until Supplier has received written approval from Grupo Antolin Purchasing.



2.5 Sub-supplier Management

In order to ensure the quality of the parts shipped to Grupo Antolin, each supplier is responsible for the control and continuous improvement efforts of its suppliers. Sub-suppliers that furnish production goods and services must implement and document appropriate controls. All Grupo Antolin expectations of the Supplier are expected to be transferred to their supply base. The Supplier shall complete an analysis of the effectiveness of the planned supply chain and its associated processes for each commodity at the Supplier’s manufacturing site. Each supplier shall be responsible for managing its own supply chain. Some of the methods that shall be used to manage the supply base:

• Mandate APQP activities for new product and processes • Require PPAP for all materials received • Track supplier delivery performance • Promote organized Continuous Improvement and VA/VE activities

Grupo Antolin reserves the right to visit sub-suppliers as required.

2.6 Supplier Organization Information All Grupo Antolin Suppliers are required to complete the attached form 9.1.9. and promptly return it to Grupo Antolin.

2.7 Supplier Productivity Agreements

All Grupo Antolin Suppliers are required to perform to the productivity standards set forth in their contract with Grupo Antolin. Directed suppliers are required to present to Grupo Antolin a written copy of their productivity agreement with the OEM. Failure to comply with the terms of this section shall be cause for Grupo Antolin to terminate any or all agreements with Supplier at Grupo Antolin's sole discretion.



3.0 APQP 3.1 General

Grupo Antolin believes that product quality begins at design. Henceforth, from initial product design through production, the Supplier and Grupo Antolin must agree on all critical quality characteristics and requirements. Communication between the Supplier and Grupo Antolin during the APQP process is crucial. Therefore, frequent meetings between the Supplier and Grupo Antolin will be scheduled to review the supplier’s APQP progress. All designated suppliers shall implement all requirements of Grupo Antolin’s APQP system (which follows AIAG standards). Grupo Antolin’s goals from the APQP process are to:

• Create a plan to meet and exceed customer expectations (both internal & external).

• Identify potential and real risks that affect product integrity and robustness.

• Address all opportunities to incorporate mistake-proofing techniques (poka-yoke) in accordance with a ZERO DEFECT objective.

• Identify changes in product or manufacturing processes. • Achieve required capabilities for all product significant/critical

functional characteristics.

All documents including Process Flow Diagram, PFMEA and Process Control Plans shall include all processes for the manufacturing of components, including incoming inspection, internal transportation, secondary operations, outside services and packaging. All operations shall be keyed to the Process Flow Diagram, PFMEA and Process Control Plan.

3.2 Feasibility

The Supplier must have a process for confirming feasibility prior to quote. Additionally, the Supplier must have a process for the identification and management of potential risks to ensure proper supply of parts and materials to the customer. A completed AIAG feasibility form must be provided with all quotes. Suppliers’ acceptance of a Purchase Order constitutes supplier agreement that all feasibility concerns have been resolved. The intent of this process is to proactively address risk. The



Supplier’s Risk Assessment process shall include a periodic assessment and review of all possible risks. The process shall analyze risks associated with both facilities and personnel, considering issues such as:

• Product, facility or unique individual skills. • Critical process element susceptibility to disruptive damage. • Susceptibility to natural phenomena (i.e. flood and earthquake). • Second tier supplier related issues. • Hazardous Material Reporting in IMDS (i.e. End of Vehicle Life

requirements, Cadmium, Mercury, Hexavalent Chromium).

The output of this assessment shall be used to identify where action is required to remove or reduce the likelihood of these problems occurring. The assessment shall also include an estimation of potential downtime in a major catastrophe. The Supplier must provide a recovery plan for any major issues discovered during the feasibility assessment process.

3.3 APQP Planning

Each supplier is to control their processes such that the quality of the components produced meets all Grupo Antolin requirements. Suppliers must track process capability on an ongoing basis. Suppliers are to use the Grupo Antolin’s APQP system. The supplier will use a cross functional team for APQP activities to include participating in required on site meetings and/or periodic review meetings with the Grupo Antolin cross functional team.

3.4 Extraordinary Launch Requirements Each supplier shall undertake extraordinary launch measures commencing from the first parts shipped through customer start of production plus 90 days (CSOP+90), as outlined in Grupo Antolin’s APQP system or as mutually agreed between companies. All extraordinary launch measures must be agreed upon by Grupo Antolin’s cross functional program team. These measures must include, at a minimum, the following items:

• Pre-Launch Control Plan detailing all extraordinary launch measures to be in place through CSOP+90

• Part Serialization / tracking measures through CSOP+90.



• Periodic reviews of all extraordinary launch measure data (e.g. capability data, capacity data)

• Dimensional Layout review (may require an additional layout depending on the timing of the initial PPAP)

• MSA / Gage RR review (may require an additional MSA depending on the timing of the initial PPAP)

4.0 Engineering 4.1 Engineering Change Approval

Engineering changes are conveyed to all suppliers through the Grupo Antolin Purchasing Department by the release of a RFQ. If the stated RFQ is unclear, suppliers must request clarification from Grupo Antolin immediately. Analysis of the RFQ must be completed to ensure that changes to tooling, part and process are taken into account. Receipt of a Purchase Order is considered authorization to proceed with an engineering change. Supplier shall not accept change requests or authorizations for any product change from any other Grupo Antolin entity other than Grupo Antolin Purchasing. Failure to adhere may result in non-payment for any/all costs associated with the unapproved change. All suppliers must have a system in place to ensure that once a planned change has occurred that a break point will be documented. The Supplier shall ensure that all old material made before the change occurred is either shipped to Grupo Antolin or scrapped as per Grupo Antolin direction. The Supplier must identify the first shipment of any change they make to a production part. All containers must be identified with a color contrasting tag stating ‘ Engineering Change: Level _ ‘ until notification otherwise is given from Grupo Antolin.

4.1.1 Supplier Request for Change Approval

Supplier initiated change requests shall be submitted utilizing the SRCA form Section 9.1.8 This form and all supporting documentation shall be submitted to the Grupo Antolin engineering contact. All SRCA requests shall be submitted within an appropriate time frame and cost in order to obtain all necessary internal and external approval. The Supplier shall NOT make any changes until Grupo Antolin approval has been grant ed via updated Grupo Antolin contract. Unauthorized change s may result in notification on non-conformance to your 3 rd party



QOS registrar. All costs incurred due to an unauthorized change will be the responsibility of the supplier.

4.2 Program Management

Grupo Antolin requires all suppliers to provide a key contact person or a program manager to each project. This person shall have defined authority and responsibility for the delivery of all elements of the APQP process and convey completion dates to their company. This person will be responsible to keep in contact with our supplier development engineer and our cross functional team to ensure we have an open line of communication.

4.3 Material and Process Specifications

The Supplier shall adhere to material, product, and process specificationstandards. These specifications will be determined during the design phase of the program. All specifications will be documented on the part or assembly drawings. The Suppliers are not allowed to deviate from the agreed material and process specifications without documented authorization from Grupo Antolin. Any suggestions for improvement from the Supplier must be communicated through a Supplier Request for Change Approval.

4.4 Tolerancing / GD & T

The Supplier shall adhere to specified product/process tolerances and measurable characteristics used to manufacture or assemble all components or systems. Measurements are to be taken with approved measurement and test equipment that has been inspected, calibrated and determined to have acceptable gage error through a Measurement System Analysis (Gage R&R). Parts and gages shall be identified within the Supplier’s system through the use of a unique identification number that shall be traceable through all aspects of production.

4.5 Print Control

The Supplier’s documented quality system shall provide procedures which assure that all applicable drawings, specifications, and work instructions that are used for fabrication, inspection and testing are to the latest revision level. The Supplier shall have a formal drawing review and



change control system that provides for approval and release of all drawings. The Supplier is expected to maintain control records documenting the effective dates and/or serial numbers of all engineering and process changes. The control system also must assure that obsolete drawings and specifications are removed from all points of use and must provide for proper identification and disposition of affected product. The Supplier’s change control records must be retained and made available for review by Grupo Antolin representatives through the end of service requirements.

4.6 Computer Aided Engineering (CAE)

All full service suppliers are expected to support Grupo Antolin with finite element models with material characterizations for our use. All injection molding suppliers, both prototype and production, must supply mold flow analysis and warp analysis detailing gate locations and parting lines prior to tooling kick off unless requirement is deviated in writing by Grupo Antolin. Supplier must also provide a drawing detailing the cooling layout of the tool.



5.0 Tooling 5.1 Tool Identification / Management

The Project Team manages the identification of tooling according to the requirements established in the applicable Grupo Antolin Tooling Specifications or Standards and customer requirements. All tooling and gauging shall be permanently marked so that its ownership is readily apparent. The Direct Material Parts Supplier shall establish and implement a system for tooling management including maintenance, storage, setup, program changes and modifications. The Supplier must guarantee the quality and integrity of the tool on any supplier managed engineering changes. Formal procedures must be produced and available for review by Grupo Antolin. Grupo Antolin reserves the right to refuse the use of a supplier designated tooling source. The Supplier must take out an insurance policy, to the satisfaction of Grupo Antolin, covering the replacement value of the tooling. Grupo Antolin is to be named as the beneficiary. The Direct Material Parts Supplier must provide a copy of the insurance policy to Grupo Antolin upon request. All suppliers manufacturing parts for Grupo Antolin are required to determine and maintain written records of the statistical capability of the tooling prior to production. When tools are no longer in use, the Direct Material Parts Supplier agrees that it will inform Grupo Antolin Purchasing and await delivery or disposal instructions. The Direct Material Parts Supplier agrees that tooling may not be disposed of, destroyed, sold, or used for any purpose other than in the performance of work ordered by Grupo Antolin without the express written permission of Grupo Antolin Purchasing.

5.2 Preventive Maintenance

All tooling and/or equipment used in the manufacture of Grupo Antolin products shall be maintained in a condition that will assure that conforming parts will be produced, and that the agreed tooling life will be maintained. Preventive maintenance schedules and tool history records shall be documented and available for review.



Normal storage, maintenance, and repair of tooling unless otherwise negotiated, are the responsibility of the supplier.

5.3 Gage Requirements

Proper gauging is essential to a successful quality plan. The Direct Material Parts Supplier must provide a procedure to use gages or CMM fixtures to produce applicable quality control reports. Whenever and wherever possible, variable data gaging shall be used for significant/critical characteristics. Gage Repeatability & Reproducibility (GR&R) measurement system variation studies, must be successfully completed for all gages, measurement equipment, and systems identified in the contracted plan, in accordance with the AIAG Measurement Systems Analysis manual 3rd Edition. This information, to include raw data, must be readily available for review upon request from Grupo Antolin. Gage R&R/MSA results must meet the following requirements.

• Less than 10% is considered acceptable. • 10% - 30%, the gage can be used but there must be an approved

action plan in place for improvement and all process parameters must be adjusted to account for gage variation.

• Greater than 30%, the gage must be taken out of service and an approved alternate means of gauging must be implemented.

All measuring and test equipment used as a medium of inspection, shall be calibrated prior to use, and at established intervals, to assure continued accuracy.

5.4 Tooling Audit Periodically, Grupo Antolin will request to do an audit on tooling and maintenance records at the Direct Material Parts Suppliers facility. Grupo Antolin may also perform an audit to verify associated cost of tooling and gages.

5.5 Tooling Standards

All tooling shall be constructed in accordance with the applicable Grupo Antolin Tooling Specifications or Standards revision level in effect at the tool kick-off. (See Section 4.6 for CAE requirements prior to tool kick-off.) This tooling includes, but is not limited to, injection molds, headliner tools,



assembly equipment, and stamping dies. Requested deviations from the Grupo Antolin Tooling Specifications or Standards will only be allowed if approved in writing by Grupo Antolin Indirect Purchasing. Grupo Antolin will not be responsible for the cost of these deviations or their affect on the performance or life of the tools.

5.6 Tool Design Sign-off Procedure All tools are subject to the appropriate Grupo Antolin Tool Design Sign-off Procedure as detailed in Section 9.2 .

5.7 Tool Design Ownership All designs for Grupo Antolin tooling are the property of Grupo Antolin and are confidential.



6.0 Quality 6.1 Overview

100% defect free product is required from suppliers to Grupo Antolin. Any deviation from this will result in rejection and disposal or return of product to the supplier with subsequent charges attached. This is the industry standard that the market demands. All shipments are received subject to inspection. Payment by Grupo Antolin shall not constitute acceptance. Even after acceptance of a shipment, Grupo Antolin reserves the right to return any material that proves to be defective for full credit. Defective material shall be returned at the Supplier’s expense and account debited accordingly. Additional charges for sorting and administrative support may also be added.

6.2 PPAP

When required by Grupo Antolin, the Supplier shall initiate the Production Part Approval Process (PPAP) system to ensure parts submitted to Grupo Antolin meet all requirements. This system should utilize the latest version of the AIAG standard documentation found in the Production Part Approval Process (PPAP) reference manual. The Grupo Antolin Supplier Performance Organization will identify what level the supplier will submit to as referenced in the AIAG manual. The Supplier will receive a PPAP Checklist as detailed in section 9.1.5. displaying the requirements for PPAP. The Supplier shall use Level 3 as the default for all submissions unless otherwise specified. Approval of this process must take place before production parts are shipped. The Supplier Performance Organization will determine process sign off requirement.

6.2.1 Requirements for PPAP

Part Submission Warrant (PSW) A Grupo Antolin Part Submission Warrant shall be required for all PPAP submissions in order for the Supplier to confirm that inspections and tests on production parts show conformance to Grupo Antolin requirements. Any shipment of production product without first obtaining a signed PPAP part submission warrant (PSW) or an approved deviation, shall classify the shipment as defective product. Conditions under which the supplier may be required to resubmit a PSW are clearly stated in Section 6.2.2. Sample located in section 9.1.6.



Appearance Approval Report (AAR) An appearance approval report will be required when the part has an appearance requirement (i.e. color, grain, finish, etc.) on the design record. The Supplier will be responsible to complete the pre-grain and post-grain approval process of the OEM. The Supplier is required to submit an AAR, approved by the OEM, in the PPAP package. Design Records The Supplier shall have all design records of the saleable product including components or details of the product. Where the design record is in an electronic format, a readable hard copy shall be submitted to identify measurements taken. Dimensional Results The Supplier shall provide evidence of dimensional verifications required by the design record and the Control Plan. These results should indicate compliance with specified requirements. Suppliers shall indicate date of the design record, change level and any authorized engineering change documents not yet incorporated into the design record to which the part was made. Any external cost to complete the dimensional layout of the part is the responsibility of the supplier. Material, Performance and Durability Test Results The Supplier shall perform tests for all parts and product materials when chemical, physical, metallurgical performance, durability or functional requirements are specified by the design record or Control Plan. Test result reports shall indicate:

• Design record change level of the part(s) tested. Number, date and change level of the specifications to which the part was tested.

• Date the testing was performed. • Name of facility that performed the testing, and the A2LA

certification of that facility. Process Flow Diagram (PFD) The Supplier shall have a process flow diagram that clearly describes the production process. All steps and sequences must be clearly detailed.



Process Failure Mode and Effects Analysis (PFMEA) Supplier shall have a process FMEA developed in accordance with and complaint with AIAG PFEMA Manual. Supplier must identify and have completed 8-D action plan for all FMVSS and CMVSS related items. PFMEA is a living document and must be updated throughout the production lifecycle, to demonstrate continuous improvement and RPM reduction. Control Plan Supplier shall have a Control Plan providing a written description of the system for controlling production parts and processes. Control Plans are to be developed in accordance with, and compliant with AIAG standards and must be linked to the PFMEA. Prototype, Pre-launch, and Production Controls plans will be required for any program. Process Capability Studies / Quality Indices Supplier shall perform a short-term study to obtain information on the performance of a new or revised process relative to Grupo Antolin requirements. These studies shall include capability and performance indices (Cpk and Ppk) to measure part and process performance. The size of the process study lot will be agreed upon with Grupo Antolin in advance of the study. Measurement System Analysis Supplier shall have applicable Measurement System Analysis studies (i.e. Gage R&R, bias, linearity, stability studies) for all equipment used for new or modified gages, measurement and test equipment. Qualified Laboratory Documentation Supplier shall have laboratory scope and documentation showing the laboratories used are certified to A2LA requirements. Checking Aids / Fixtures Supplier shall provide, where applicable, any part-specific assembly or component checking aid and certify that all aspects agree with part dimensional requirements. Checking aids can include fixtures, gages, models, templates, and mylars specific to the product being submitted.



Sample Product / Sample Size / Submission Level Supplier shall provide sample product as requested by Grupo Antolin and as defined during APQP process. The sample size will be agreed upon with Grupo Antolin in advance of the submission. The cost of the PPAP sample parts is the responsibility of the supplier. Master Sample Supplier is to retain a master sample manufactured during the same time period that the PPAP was submitted Packaging Form A packaging approval form will be required with each PPAP submission. This form details the layout per box and per pallet. A new form must be submitted for each PPAP submission.

6.2.2 PPAP Resubmission Criteria

Process or product changes will require prior approval and resubmissions for approval. Process or product changes are defined as changes in the process or product that could affect its capability to meet design requirements or the durability and reliability of the product, including:

• Use of alternate construction or material other than what was used in the current approved part.

• Production from new or modified tools (except perishable tools), dies, molds, patterns, etc., including additional or replacement tooling.

• Production following any refurbishment or rearrangement of existing tooling or equipment

• Production from tooling and equipment transferred to a different plant location or from an additional plant location.

• Change of a supplier for sub-contracted parts. • Change to non-equivalent materials or services (i.e. heat

treating, plating) that affect customer fit, form, function, durability, or performance requirements.

• Product produced after tooling has been inactive for volume production for twelve months or more.

• Product or process changes that impact fit, form, function, performance, and/or durability of the saleable product which can be manufactured internally or by sub-contracted suppliers.

• For bulk materials only:



• New source for raw material with special characteristics from new or existing supplier.

• Change in product appearance attributes where there is no appearance Specification.

• Any change in material, including not only raw material but

also chemical compounds or processes (i.e. paints, adhesives, sealers, lubricants, plating, heat treat processes, etc.) which become a part of the finished product. This includes changing to an engineering approved alternate material.

• Any change in the sequence of operations. • Change in test /inspection method-new technique.

6.2.3 PPAP Approval Status

The following dispositions shall be used for PPAP. Full Approval

Full approval indicates that the part or material meets all Grupo Antolin and its customer specifications and requirements. The Supplier is therefore authorized to ship production quantities of the product subject to releases from Grupo Antolin.

Rejected Rejected means that the submission, the production lot from which it was taken, or accompanying documentation does not meet Grupo Antolin requirements. Without exception, the supplier must not ship production quantities while the status of the PPAP is "Rejected" unless a deviation is granted. The Supplier may receive charges for each rejected PPAP submission. These charges are detailed in section 6.4.

6.2.4 Annual Validation Requirements

An annual material re-certification (once per calendar year) of the supplied material shall be performed by the Supplier. Questions regarding the re-certification should be directed to the respective Grupo Antolin Plant Quality Representative. The annual validation submission shall include, but is not limited to:

1. Warrant sheet stating annual re-validation as reason for submission 2. Six part piece layout as stipulated in AIAG PPAP Manual or as negotiated with the Grupo Antolin Plant Quality 3. Marked drawing



4. Material certification 5. On-going SPC data on Key/Critical Control Characteristics 6.Testing Results per drawing requirements 7. Annual Gage certification

6.3 Corrective Actions

A Correction Action Request (NCR) will be issued for nonconforming product due to quality requirement issues found in receiving, in-process inspection, or during production. The Supplier is responsible to immediately implement a clean-point per plant requests and must identify root cause of problems and implement corrective action on non-conforming material in order to prevent recurrence of the problem. The NCR will be emailed or faxed to the Supplier. A response with initial containment must be submitted within 24 hours and an updated NCR returned to Grupo Antolin unless otherwise negotiated. The Supplier's corrective action format will be acceptable as long as all of the information requested by the NCR is contained therein. The supplier will be notified if any aspect of the NCR is not acceptable. Failure to respond to a NCR in a timely manner will adversely affect the corrective action portion of the overall supplier score and potentially place the supplier on immediate containment. If required, Grupo Antolin may perform on-site reviews of issues at the Supplier facility. A NCR may also be issued for the following:

• Repeated early or late delivery • Repeated over/under shipments • Incorrect items sent • Inadequate or incorrect containers/packaging received without

authorization from Grupo Antolin • Lack of shipping and/or certification paperwork • Lack of applicable customs and brokerage documentation (includes

missing or incorrect forms) • Lack of timely response to concerns

Changes to the product and/or the product documentation (i.e. drawings, specifications, Control Plans, PFMEAs, Flow charts, Bills of Material, etc) due to corrective action implementation shall be documented through revision levels / due dates. Change in revision levels/dates may require PPAP submission. Contact the Grupo Antolin Plant Quality for required PPAP submission levels/dates. Grupo Antolin may request supportive documentation such as laboratory analysis or statistical results. Any



changes proposed by the Supplier must be validated prior to PPAP. Any charges associated with validation are the responsibility of the Supplier.

6.4 Containment

The following procedures are considered escalation to control non-conforming material being shipped to our facilities. The decision to implement a controlled shipping procedure indicates existing measures by a supplier have been insufficient in stopping shipment of non-conforming material. There are two levels of controlled shipping as a means to ensure our facilities receive material that conforms to specification and does not impact our production or that of our customer. Supplier will receive notification from Grupo Antolin stating that they have been placed in a controlled shipping status.

Level 1 Controlled Shipping

1. Develop, define, implement, and pay the cost of an agreed-upon containment activity over and above current process controls/containment actions. Supplier is required to submit this corrective action to the Grupo Antolin STA for approval.

2. Clearly identify shipments as being on Level 1 Containment and having 100% inspection. This should be done by:

• Adhering labels to each container indicating inspection and/or witness marks per Grupo Antolin request

3. The timeframe for Level 1 Controlled Shipping is one month or a designated number of shipments without any incidences of non-conforming material. The duration may also be designated by the Grupo Antolin facility.

4. A debit will be issued to the supplier for $500 for administrative support during Level 1 Controlled Shipping. Please review section 6.6 Cost Recovery.

Failure to comply with this process, or the inability to implement a successful action plan or containment activity, will result in the implementation of Level 2 Controlled Shipping.

Level 2 Controlled Shipping 1. Implement and pay the costs of a defined containment activity over

and above supplier’s current process controls. A defined containment activity includes having a 3rd party source inspect product within the Grupo Antolin and Supplier’s and/or other external location.



2. Develop, define, and implement the agreed upon containment activity over and above Level 1 Controlled Shipping process controls and containment activity. 3. Clearly identify Level 2 inspected shipments, with a color-contrasting tag that reads ‘Controlled Shipping Level 2’ . Each tag must be initialed and dated by the inspecting employee. 4. Level 2 Controlled Shipping action plans may be required to be submitted to supplier’s ISO-9001/TS16949 registrar for review and assessment. Supplier should authorize their registrar to submit the resulting assessment to Grupo Antolin. 5. The timeframe for Level 2 Controlled Shipping is one month or a designated number of shipments without any incidences of non-conforming material. The duration may also be designated by the Grupo Antolin facility. 6. A debit will be issued to the supplier for $1000 for administrative support during Level 2 Controlled Shipping. Please review section 6.6 Cost Recovery. Failure to comply with this process, or inability to implement a successful Level 2 Controlled Shipping action plan or containment activity, will result in new business hold or potential de-sourcing.

6.5 Return Material Policy

Upon receipt of a NCR, the Supplier has 72 hours to provide a Return Material Authorization (RMA) number to Grupo Antolin for the return of the defective material. If an RMA number is not received within 72 hours of notification, the parts will be scrapped at the Grupo Antolin facility and the supplier will be charged for the value of the parts and costs of disposal. The Supplier is responsible for all freight of the returned products. Upon issuance of an RMA, the supplier must indicate to Grupo Antolin how the parts are to be shipped or scrapped.

6.6 Cost Recovery

The following charges apply for all non-conformances issued by Grupo Antolin.

• An administration fee of $500 USD may be charged to the Supplier when they are issued a non-conformance.

• An administration fee of $1,000 US will be charged to the Supplier when they are placed on Level 2 Containment.



• Any and all costs related to the NCR incurred by the Grupo Antolin facility will also be charged back to the supplier. These costs may include, but are not limited to:

1. Down time 2. Containment 3. Sorting 4. Scrap 5. Supervision 6. Rework 7. Premium Freight 8. Supplier Performance Travel Expenses 9. Grupo Antolin’s Customer Charge Backs ( i.e Vehicle Hold,

Yard Audits, Assembly Plant Downtime, Assembly Plant Reworks, Recalls,Warranty)

6.7 Responsiveness to Problems

Grupo Antolin requires all suppliers to respond within 24 hours to problems that arise from non-conforming goods and/or services. Failure to respond to problems and/or continued poor performance may result in the Supplier being placed on containment status or new business hold. Suppliers who have been placed on containment status, due to continued poor performance and/or failure to achieve goals and objectives, will be required to do the following:

• Establish and communicate to Grupo Antolin Plant Quality a plan for containment.

• Communicate the manner in which product shall be identified as quality assured/inspected by container and individual product.

• Provide on-site support, in conjunction with Grupo Antolin personnel, to Grupo Antolin’s Customers, as required, as part of the containment action.

• Accept all costs associated with shipping, handling, processing, reworking, inspecting, and replacing defective material including the costs of value-added operations prior to the discovery of the non-conformance.

6.8 SPC Requirements

Statistical and analytical techniques should be used by the Supplier to measure and improve process capability, efficiency, and quality of the product. Some of the techniques that may be used are:



• DOE • X-Bar & R charts • P, C, U, NP charts • Histograms • Pareto analysis • Ishikawa or Fishbone diagrams • 8D

The Supplier must develop a system that documents responsibilities, involvement, plans and criteria for implementing statistical and analytical methods (see AIAG Statistical Process Control Manual). The supplier is responsible for ensuring that tooling, equipment, and processes used demonstrate the capability to consistently produce quality parts with minimum variation. The special characteristics identified on part prints will require a minimum of 1.67 Ppk (pre-production) and/or a minimum of 1.33 Cpk (production). The Grupo Antolin manufacturing facility may require additional requirements for statistical control and process capability. The Supplier must demonstrate statistical process control for all dimensions listed on the drawing at time of PPAP and as monitored by the control plan.

6.9 IMDS The End-of-Life Vehicle Directive was enacted to increase the recyclability of vehicles and minimize the impact on the environment. The use of lead, mercury, cadmium, and hexavalent chromium are prohibited in vehicles and their components, except for certain exceptions published in Annex II of the Directive. This is a mandated requirement for European Union (EU) Member States and also required by North American and some Japanese vehicle manufacturers. All suppliers of Grupo Antolin are required to comply with this directive. Suppliers must create a reference for each item in the bill of material. These items must be broken down to their individual components / ingredients, until all materials match the substances listed at the IMDS website, www.mdsystem.com, or have identified the basic material as a purchased item. If the supplier purchases an item or semi-components from another supplier, it is the Suppliers responsibility to have that sub-supplier do the same. This information must be available at all times at the request of Grupo Antolin. Suppliers are responsible to update their IMDS profile to Grupo Antolin IMDS code 1435 or as otherwise directed to represent the latest engineering change level.



6.10 Manufacturing Process Review / Run at Rate At the discretion of Grupo Antolin, a systematic and sequential review of a Supplier’s manufacturing process and/or supply chain may be conducted at the Supplier’s facility prior to PPAP submission. This review will be in addition to the Run at Rate. The process to be utilized for the review may be a customer specified process. This review, if required, will be completed as part of the quality planning and manufacturing processes for new and/or significantly changed products. The Supplier may be required to perform a Run at Rate under the supervision of the Grupo Antolin Supplier Performance representative. Requirements of the Run at Rate must meet the established criteria.

6.11 Pre-Production Quality / Prototype

The Supplier must guarantee that the delivered products comply with the established requirements. Each sample or prototype, at a minimum, must be accompanied by a completed dimensional results report, material test results report, and performance test results report as described in the design record. Grupo Antolin may provide specific instructions, in addition to these stated requirements.



7.0 Material, Planning and Logistics 7.1 Identification Labels

The Suppliers shall follow Grupo Antolin labeling requirements titled “LABELING AND IDENTIFICATION OF PRODUCTIVE MATERIALS TO BE DELIVERED TO GRUPO ANTOLIN”.

7.2 Packaging Requirements

The Supplier shall package and ship product in a manner that provides protection against damage, rust, corrosion, contamination, and anything that would render the product unfit for its intended use. The use of commercial or Grupo Antolin defined carriers does not relieve the Supplier of the responsibility for properly packaging products to ensure acceptance at the point of delivery. Product should be packaged so that the product weight or size does not adversely impact the type of transportation chosen. The agreed upon shipping specifications must be adhered to in all instances. Failure to comply with the requirements specified in the form may result in the supplier receiving a Rejection Notice and/or a debit for excess handling charges.

7.3 Material Identity Control and Traceability

Unless a written deviation is granted by Grupo Antolin Purchasing, the Supplier shall maintain the ability to trace their product from the lot identification as shipped to Grupo Antolin, back through their manufacturing system to the raw material source. All suppliers to Grupo Antolin must have a lot identification system that distinguishes one lot from another when shipping finished product. Each lot of material should be clearly identified on the product (where possible) and/or on the product packaging. All material lots should be traceable to raw or component material lots as identified by the Supplier's vendor.

7.4 Electronic Data Interchange (EDI)



All suppliers are required, unless approved by Grupo Antolin logistics, to use a computerized system for the receipt of customer planning information and ship schedules and for on-line transmittal of advance shipment notifications (ASN’s), transmitted at the time of shipment. Suppliers shall have an alternate method in the event that the on-line system fails.

7.5 Delivery Performance

Grupo Antolin requires 100% on time delivery and full conformance to delivery requirements as specified by the Grupo Antolin user plant.

Costs incurred as a result of delivery non-conformance shall be the responsibility of the Supplier. When notified of a service or delivery non-conformance, the Supplier shall provide a formal corrective action report in line with the established Grupo Antolin non-conformance reporting process.

Monitoring of performance levels in this area will be ongoing with formal reporting on a monthly basis. This information will be made available to supplier thru the Grupo Antolin Supplier Portal. To further clarify this, we consider unauthorized early or late deliveries and partial or over shipments to be unacceptable. The quantity shipped per order cannot vary from specified quantity without the prior written consent of the materials department of the receiving plant. If the Supplier negatively impacts a production line due to poor quality, late delivery, incorrect or partial quantity on any shipment, the supplier will be responsible for all costs incurred including premium line time, expediting shipments or charges from Grupo Antolin’s customers.



8.0 Revision Record

Revision Date Revision Change

A 11/03/2004 Initial Draft

B 04/04/2005 Revised General Terms and Conditions.

C 12/05/2005 Release

D 12/21/2005 Final Release

E 6/4/2007 Inclusion of I. Gordo signature

F 10/15/2012 Multiple updates throughout



9.0 Appendix

9.0 Appendix

9.1 Supplier Forms 9.1.1 Supplier Contact Information 9.1.2 Supplier Acknowledgement Form 9.1.3 Supplier Deviation Form 9.1.4 Facilities Listing 9.1.5 PPAP Checklist 9.1.6 PSW Form 9.1.7 APQP Planning Form 9.1.8 Supplier Request for Change Approval 9.1.9 Supplier Organization Information 9.1.10 Labeling and Identification of Productive

Materials to be Delivered to Grupo Antolin

9.2 Grupo Antolin General Terms and Conditions 9.3 References



9.1.1 Supplier Contact Information Complete and return a copy of this form to:

Attn: Purchasing Department Grupo Antolin North America 1700 Atlantic Blvd Auburn Hills, MI 48326 Fax: 248-364-6951

Supplier Name: ___________________________________________________

Plant Address: ___________________________________________________

First Shift Contact Name Phone Fax E-mail Address

Plant Manager

Materials Manager

Production Manager

Quality Manager

Account Manager

Second Shift Contact Name Phone Fax E-mail Address

Materials Manager

Production Manager

Quality Manager Standard Production Hours: 1st Shift: ________________ 2nd Shift: ________________ 3rd Shift: ________________ Emergency contact during non-standard business hours: Name: ______________________________ Phone: ______________________________ Mobile: ______________________________



9.1.2 Supplier Acknowledgement Form Note: All suppliers are responsible for reviewing this manual amongst their management team. Directors or Managers of the departments listed below must sign in the space indicated. I / we have received the Grupo Antolin Supplier Procedure Manual, understand and agree to all contents and conditions outlined in this manual. This supplier manual and the requirements herein will become part of the contract between Grupo Antolin and the Supplier. All quotations shall encompass these requirements. In the event there are exceptions, they shall be clearly documented. Supplier Name: _____________________________ General Manager _____________________________ Date __________

_____________________________ Printed Name

Controller / CFO _____________________________ Date __________

_____________________________ Printed Name

Materials Manager _____________________________ Date __________

_____________________________ Printed Name Quality Manager _____________________________ Date __________

_____________________________ Printed Name

Eng. Manager _____________________________ Date __________

_____________________________ Printed Name

Sales Manager _____________________________ Date __________

Complete and return a copy of this form to Grupo An tolin within 14 days of receipt:

Attn: Purchasing Department Grupo Antolin North America 1700 Atlantic Blvd Auburn Hills, MI 48326



9.1.3 Supplier Procedure Manual Deviation Request Form

Complete and upload to Supplier Portal at www.grupoantolin.com.

Deviation is: Approved Rejected (See comments below) Requires Resubmitting with Additional Information (See comments below) Comments / Additional Requirements

Approved by:

Supplier Contact Phone Number

Requested Deviation (s):

Supplier Proposal:

Section to be completed by Grupo Antolin

Section to be completed by the Supplier Supplier Name Requested by: Date:



9.1.4 Grupo Antolin North American Facilities List ing United States Grupo Antolin Illinois 642 Crystal Parkway Belvidere, IL 61008 Tel.: 815-544-8020 Fax: 815-544-8811 Grupo Antolin Fairfax 7601 NW 107th Terrace Kansas City, MO 64153 Tel.: 816-801-7025 Fax: 816-801-7859

* Operated by Woodbridge Sequencing Grupo Antolin Kentucky 208 Commerce Court Hopkinsville, KY 42240 Tel.: 270-885-2703 Fax: 270-885-4192

Grupo Antolin Michigan 6300 Euclid Street Marlette, MI 48453 Tel.: 989-635-5055 Fax: 989-635-5057

Grupo Antolin Warren *all invoices for Warren must be sent to Grupo Antolin Michigan 25800 Sherwood Avenue Warren, MI 48091 Tel: 248-364-2633 Fax: 248-364-2637



Grupo Antolin Wayne 47440 Michigan Avenue, Suite 150 Canton Township, MI 48188 Tel.: 734-495-9180 Fax: 734-495-9183

Mexico Grupo Antolin Silao, S.A. de C.V. (MEX) Av. Ingenieros 51, Parque Industrial FIPASI Silao, Gto. México C.P. 36101 Tel: +52 472 722 7400 Fax: +52 472 722 7401 Grupo Antolin Silao, S.A. de C.V. / Puebla (PUE) Cda. del Alamo nave 24A Km 117 Autopista Cuautlancingo, Puebla. México C.P. 72210 Tel: +52 222 303 2500 Fax: +52 222 303 2511 Grupo Antolin Silao, S.A de C.V. /Derramadero (STT ) Parque Industrial Alianza Blvd. Cesar H. Cantú B. # 370 Sur Lote 2 Col. La Providencia Saltillo, Coah. México. C.P.25300 Tel: +52 844 986 0300 Fax: +52 844 986 0301 Grupo Antolin Silao, S.A. de C.V. / Hermosillo (HER ) Blvd Fusion # 110 A Esq. con Mercury Parque Industrial Dynatech Sur Hermosillo, Son. México C.P. 83295 Tel: +52 662 108 2000 / 01 Fax: +52 662 2379398



Grupo Antolin Saltillo, S.de R.L. de C.V. Dr. Jesus Valdes Sanchez S/N Int. A Parque Industrial Arteaga, Arteaga, Coah. México. C.P. 25350 Tel: +52 844 986 0300 Fax: +52 844 986 0301 International Door Systems, S. de R.L. de C.V. (I DS) Blvd Fusion # 110 -B Esq. con Mercury Parque Industrial Dynatech Sur Hermosillo, Son. México C.P. 83295 Tel: +52 662 108 2000 / 01 Fax: +52 662 2379398 Mexican Door Company, S. de R.L. de C.V. (MDC) Blvd Fusion # 110-C Esq. con Mercury Parque Industrial Dynatech Sur Hermosillo, Son. México C.P. 83295 Tel: +52 662 108 2000 / 01 Fax: +52 662 2379398



9.1.5 PPAP Checklist

Supplier Supplier CustomerCheck (√) √) √) √) Approval Approval Part Number:if Included Required Required

in PPAP Prior to PSW Prior to PSW

Binder Submission Submission PPAP Level:

Grupo Antolin PPAP Checklist (this document) as the table of contents

1. Design Record (AIAG PPAP Fourth Edition 2.2.1)a. Released Engineering Specification/Drawings, MUST MATCH LEVEL ON PURCHASE ORDER.b. Drawing numbered to correlate with submitted dimensional results and drawing notesc. Special Characteristic agreement document

2. Authorized Engineering Change Documents (AIAG PPAP Fourth Edition 2.2.2)YES YES Supplier Request for Change Approval with all applicable approvals

N/A YES 3. Customer Engineering approval (AIAG PPAP Fourth Edition 2.2.3)(Grupo Antolin's PD eng) a. Product Engineering Approval

b. Engineering Test Results

YES N/A 4. Design Failure Mode and Effects Analysis (Design FMEA) (AIAG PPAP Fourth Edition 2.2.4)DFMEA must be included if supplier is design responsible

YES N/A 5. Process Flow Diagram(s) (AIAG PPAP Fourth Edition 2.2.5)Detailed Flow Diagram to Grupo Antolin's dock

YES YES (if SCs or Fs) 6. Process Failure Mode and Effects Analysis (Process FMEA) (AIAG PPAP Fourth Edition 2.2.6)Including" Shipping, Handling, Warehousing, 'Packaging, and Bar Coding

7. Control Plan (AIAG PPAP Fourth Edition 2.2.7)

YES YES (if SCs or Fs) a. Pre-Launch (Component PV Test Plan)

YES YES (if SCs or Fs) b. Production (Production Process Control & IP Test Plans)

YES YES (if SCs or Fs) c. Safe Launch Plans

YES YES 8. Measurement System Studies (Gage R&R) (AIAG PPAP Fourth Edition 2.2.8)Gage R&R < 10% . Address all 10%< R&R <30% (AIAG MSA Manual)

a. Grupo Antolin Supplier Process Characteristic Analysis

9. Dimensional Results (AIAG PPAP Fourth Edition 2.2.7) (AIAG PPAP Fourth Edition 2.2.9)100% layout for 6 parts for a single line process minimum100% layout for 6 parts for each cavity if the process has 2 cavities per tool minimum100% layout for 3 parts for each cavity if the process has 3, 4 or 5 cavities per tool minimum100% layout for 1 part for each cavity if the process has 6 or more cavities per tool minimum

YES N/A a. Tabular Summary Format (according to AIAG manual) - with 100 % in tolerance resultsNote: Data cannot be older than one year

YES YES b. Any surrogate data must be approved by Grupo Antolin's Supplier Development officeNote: Number of layouts may be modified with approval from Grupo Antolin. Attach approval if applicable

10. Records of Material/ Performance test results (AIAG PPAP Fourth Edition 2.2.10)N/A YES Data should be collected from Production Trial Run parts (per PPAP manual, AIAG 4th edition)

Any material certification cannot be older than one yearAny surrogate data must be approved by Grupo Antolin's Product Engineering office

YES N/A Test Results need to include:- Copy of the specifications called out on the drawing- Material Certification with test results (use tabular format from AIAG 4th edition PPAP manual)- Approved PV test results by Grupo Antolin's Product Engineering office as required

The following guideline/checklist shall be used for PPAP level 1-5 submissions. PPAP packages should be submitted for approval to the appropriate SDE/STA 10 days prior to PPAP required date if not level 1 approved by Grupo Antolin.

PRODUCTION PART APPROVAL PROCESS (PPAP) SUBMISSION CHECKLIST

Reason for Submission:



Supplier Supplier CustomerCheck (√) √) √) √) Approval Approval Part Number:if Included Required Required

in PPAP Prior to PSW Prior to PSW

Binder Submission Submission PPAP Level:

YES N/A 11 Initial Process Study (AIAG PPAP Fourth Edition 2.2.11)a. At least 100 parts measured and at least 25 subgroups to be considered

For each SC and CC. Raw data to be included in the PPAP package.b. For all SC and CC, if any 1.33 < Ppk < 1.67, work plan required c. For all SC's and CC's, if any Ppk < 1.33, work plan and 100% in process inspection to be

implemented as a control method in the Control Plan (per AIAG PPAP manual)YES YES d. Grupo Antolin Supplier Process Characteristic Analysis

Note: The matrix of raw data needs to specify the cavity as appropriate if cavities are considered* The statistical Capability study must show statistical charts (per AIAG PPAP and SPC requirements)* If the study is being done per cavity, at least 100 parts/cavity and at least 25 subgroups should be considered for each SC and CC. If less than 30 parts/cavity contact SDE/STA responsible activity to develop a suitable plan.* Number of parts may be modified with approval from Grupo Antolin. Attach approval if applicable

YES YES 12. Qualified Laboratory Documentation (AIAG PPAP Fourth Edition 2.2.12) 13. Appearance Approval Report (AAR) (AIAG PPAP Fourth Edition 2.2.13)

YES YES (if SCs or Fs) a. Pre-Launch (Component PV Test Plan)

14. Sample Production Parts (Qty:_____) (specify how many samples to be sent to customer's plant according to

15. Master Samples (Qty:_____) (specify how many master samples are retained at the

manufacturing site) 16. Checking Aids (AIAG PPAP Fourth Edition 2.2.16)( e.g. checking fixtures, mounting box, etc.)

a. DONA Capacity Anlysis Sheet

b. DONA Supplier Process Characteristic AnalysisYES c. Tooling information Document to include tag numbers, tooling pictures, and OEM markings

18. Part Submission Warrant (PSW)YES a. Copy of the Warrant YES YES b. Proof of IMDS acceptance. IMDS number on warrant. Note: Grupo Antolin's IMDS code is: 1435YES YES c. Tooling / Gages description and tag numbers. OEM tag number if required. Grupo Antolin Tag number from Purchase order.

17. Customer Specific Requirements (as required by SDE/STA)

The following guideline/checklist shall be used for PPAP level 1-5 submissions. PPAP packages should be submitted for approval to the appropriate SDE/STA 10 days prior to PPAP required date if not level 1 approved by Grupo Antolin.

PRODUCTION PART APPROVAL PROCESS (PPAP) SUBMISSION CHECKLIST

Reason for Submission:



9.1.6 PSW Form Part Submission Warrant

Part Name Cust. Part Num

Shown on Drawing No. Org. Part Num.

Dated

Additional Engineering Changes Dated

Shown on Drawing Number Purchase Order No. Weight (kg)

Checking Aid Number Dated

Customer Name

Street Address Buyer

City State Zip Application

MATERIALS REPORTING

Has customer-required Substances of Concern information been reported?

Submitted by IMDS or other customer format?

Are all polymeric parts identified with appropriate ISO marking codes?

1234

REASON FOR SUBMISSION

Initial submission Change to Optional Construction or Material

Engineering Change's) Sub-Supplier or Material Source Change

Tooling: Transfer, Replacement, Refurbishment, or additional Change in Part Processing

Correction of Discrepancy Parts produced at Additional Location

Tooling Inactive > than 1 year Other - please specify

REQUESTED SUBMISSION LEVEL (Check one)

Level 1 - Warrant only (and for designated appearance items, an Appearance Approval Report) submitted to customer.

Level 2 - Warrant with product samples and limited supporting data submitted to customer.

Level 3 - Warrant with product samples and complete supporting data submitted to customer.

Level 4 - Warrant and complete supporting data submitted to customer.

Level 5 - Warrant with product samples and complete supporting data reviewed at supplier's manufacturing location.

SUBMISSION RESULTS

The results for dimensional measurements material and functional tests appearance criteria statistical process package

These results meet all drawing and specification requirements: (If "NO" - Explanation Required)

Was a deviation required and approved to authorize this change?

DECLARATION

I affirm that the samples represented by this warrant are representative of our parts, have been made to the applicable

Production Part Approval Process Manual 4th Edition Requirements. I further warrant these samples were

produced at the production rate of ________ / ____ hours. I have noted any deviations from this declaration below.

EXPLANATION/COMMENTS:

Print Name Title Fax No.

Supplier Authorized Signature Date

Supplier E-mail Address

FOR GRUPO ANTOLIN USE ONLY

Plant Quality Representative Supplier Quality Representative

(For initial submissions only)

Part Warrant Disposition: Part Warrant Disposition:

Customer Name Customer Name

Customer Signature Customer Signature

Date Date

Is each Customer Tool properly tagged and numbered?

Phone No.

Safety and/or Government Regulation

Engineering Drawing Change Level

Mold / Cavity / Production Process

SUPPLIER MANUFACTURING INFORMATION

Supplier Name and Supplier Number

Checking Aid Eng. Change Level

Customer Owned Tooling / Gages OEM Tag Number G/Antolin Tag Number

CUSTOMER SUBMITTAL INFORMATION

YES NO

Yes No

Approved Rejected

NOYES

Approved Rejected

Yes No N/A

Yes No N/A

YES No



9.1.7 APQP Planning Form



9.1.8 Supplier Request for Change Approval

Nr

PRO DUC T PRO C ESS

O RIG IN O F C HA NG E INTERNA L EXTERNA L / C USTO M ER

NA M E C A USE DEPA RTM ENT FUNC TIO N C O M PA NY ENTRY DA TE

PRO DUC T NA M E PRO C ESS ENG . LEVEL / DA TE PRO JEC T

C URRENT PIEC E PRIC E =

REVISED PIEC E PRIC E

INVESTM ENT / TO O LING =

- O FFER TO C USTO M ER

KEY DA TES - IN ITIA L SA M PLES

- FIRST BA TC H DA TE SIG NA TURE

YES NO YES NO

YES NO

YES NO

DA TE SIG NA TURE DA TE SIG NA TURE DA TE SIG NA TURE

C O ST

JUSTIFIC A TIO N

REM A RKS

O FFER A PPRO VED

DA TE O F A PPRO VA L

A PPRO V ED A PPRO V ED

O FFERED TO C USTO M ERJUSTIFIC A TIO N

PA G E

/SUPPLIER REQ UEST FO R C HANG E APPRO V ALC HANG E APPRO V AL

PRO DUC T - PRO C ESS DATA

C HA NG E DA TA

DESC RIPTIO N SKETC H

C HA NG E A PPRO V A L - C O M PLTED BY G RUPO A NTO LIN

PRO DUC T. ENG INDUSTRIA L ENG . ENG INEERING

C HAN G E LAUN C H C O - O RDINA TO R

ENTRY REC EPTIO N

C O M M ERC IA L O .K. YES NO



9.1.9 Supplier Organization Information Date of Incorporation/Organization: _________________ State of Incorporation/Organization: _________________ Name of Registered Agent: ________________________ Address of Registered Office: ______________________ ______________________

______________________ States/Countries in which Supplier is qualified to do business: 1. 2. 3. 4. 5.



9.1.10 Labeling and Identification of Productive Ma terials to be Delivered to Grupo Antolin

HOW TO

Nr EA- 021

TITLE REVIEW Nr 0 PAGE

LABELING AND IDENTIFICATION OF PRODUCTIVE MATERIALS TO BE DELIVERED TO GRUPO ANTOLIN

DATE Jul 2nd, 2012 47 / 60

ISSUED BY Logistic Office

1.- PURPOSE Definition of labeling and identification requirements for productive materials to be delivered to Grupo Antolin. 2.- SCOPE Packaging of productive materials delivered by external suppliers to Grupo Antolin’s facilities. 3.- OPERATIVE SYSTEM Every productive material packaging arriving from external suppliers to Grupo Antolin’s facilities must be correctly identifed with the standard labels considered within this document.

• Odette ETI 1 or ETI 9 labels, for delivering goods to Grupo Antolin’s facilities out of NAFTA area.

• AIAG container and master labels, for delivering goods to NAFTA Grupo Antolin’s facilities. These barcode labels are needed for automatic data capture during material receipt, warehouse movements and inventory processes.

Logistic Departments of Grupo Antolin’ companies report non-compliance of this standard as Logistic Incident.

3.1.- Dimensions and materials

• Odette ETI 1 – For big packaging and containers. Size 210x148 mm (A5). Recommended paper weight from 160 to 170 g./sq.m. If the adhesive label is glued on a surface, paper can have a lower weight (for example 80 g./sq.m).

• Odette ETI 9 – For boxes and small packaging. Size 210x74 mm. Recommended paper weight 120g./sq.m.

• AIAG container label – For containers and pallets. Size 165x102 mm or 154,6x102 mm.

• AIAG master label – For boxes inside pallets. Size 165x102 mm or 154,6x102 mm.



Paper to be used in labels must be white. They must be printed in black with a minimum printing contrast PCS = 75. For minimizing possible distortion problems it is recommended for label paper (including adhesive sheet in case of sticker paper) to have a certain weight and to be weatherproof. The label should be resistant enough to guarantee its readability when arriving to destination.

3.2- Labels location Label location on the packaging must be agreed between supplier and customer, according to the internal standards of their companies. Labels should be fixed in horizontal position, in order to make both its visual reading and scanning process easier.

3.3- Barcode content Barcode fields must be code 128. Barcodes must include the corresponding figure, using as prefix the letter which is written in brackets in each field description.

3.4- Labels formats

ETI 1 label format (not to scale)

ETI 9 label format (not to scale)



AIAG container label format (not to scale)

Remark – No. Boxes field will be always 1 in this label format. AIAG master label format (not to scale)



9.2 Grupo Antolin Additional General Terms and Conditions 1. Delivery. (a) Seller shall deliver Goods in the quantities specified by Buyer. Seller will enclose packing slips with all shipments showing the purchase order numbers, descriptions, Buyer’s part numbers and quantities. The Goods shall be properly packed, marked, loaded and shipped as required by the purchase order and by the transporting NCRrier. Buyer may change the rate of scheduled shipment or direct temporary suspension of scheduled shipments, neither of which shall entitle Seller to modification of the purchase for goods or services covered by this purchase order. Unless otherwise indicated on the front page of the purchase order, the risk of loss or damage to goods in transit shall be upon Seller and Seller shall insure goods in transit. (b) Goods That Involve Mechanical, Electrical, Chemical Components Or Circuitry: In each instance that Seller ships Goods to Buyer that involve or include any mechanical, electrical, chemical or electronic components or circuitry, or any form of embedded or integrated software, Seller will also deliver to Buyer, on or before Buyer's receipt of the first such shipment of Goods, and thereafter as Buyer determines is necessary, and at no extra cost to Buyer, testing devices (in reasonable numbers as appropriate to the quantity and type of Goods) which will permit Buyer to verify proper functioning of all switches, signal devices and other operational aspects of the various types of components, circuitry and software involved with or included in the Goods. (c) Shipments in excess of that authorized by Buyer or not meeting the requested quantities or the specified delivery dates may be returned to Seller at Seller’s risk and expense. 2. Additional Provisions Relative to Inspection, Acceptance, Rejection and Non-Conforming Goods: Seller agrees to permit access to Seller’s facilities at all reasonable times for inspection of Goods by Buyer's agents or employees and will provide all tools, facilities and assistance reasonably necessary for such inspection at no additional cost to Buyer. At Buyer's request, Seller shall submit its production and quality test reports and related data to Buyer. In the event of nonconforming goods, Buyer will hold nonconforming Goods for disposition for 24 hours, or such longer period as agreed to by Buyer. Buyer reserves the right to charge Seller for the storage and handling of the nonconforming Goods. Payment for nonconforming Goods shall not constitute an acceptance. Payment for



nonconforming Goods shall not limit or impair Buyer’s right to assert any legal or equitable remedy, or relieve Seller’s responsibility for latent defects. 3. Warranties. In addition to the warranties provided for in the purchase order, Seller represents and warrants to Buyer as follows: (a) the Goods strictly conform with the specifications, drawings, instructions, advertisements, statements on containers and labels, descriptions and samples furnished or specified by Buyer, its customer or Seller; (b) the Goods are free from defects in workmanship and material and shall be new and of the highest quality and the Goods are merchantable; (c) the Goods and materials comprising the Goods are genuine in all respects; (d) Seller acknowledges that it knows of Buyer’s intended use of the Goods and that Buyer is relying on the Seller’s skill and judgment to provide Goods that will be safe, fit and provide proper functionality for Buyer's intended use; (e) the Goods do not, and are not claimed to violate any patent, trademark, copyright or other intellectual property right and may be properly imported into the United States or any other country; (f) to the extent that the products being ordered and shipped bearing trademarks, the use of such trademarks has been properly authorized by the trademark owner, and such trademarks are valid and genuine; (g) Seller has good and marketable title to the Goods and all components therein, free of all security interests, liens and encumbrances; and Buyer shall receive title to the Goods which is free and clear of any liens, security interests or encumbrances; (h) that Seller will cure, by repair, replacement or otherwise as necessary (but will only replace Goods upon receipt of Buyer's advance order to do so), any breach of warranty occurring during the warranty period (whether due to defects in the Goods or due to or arising out of any statement in this Warranty Section being untrue or misleading at any time during such warranty period); and (i) the warranty period shall be that provided by applicable law, except that if Buyer offers a longer warranty to its customers (or end users of vehicles), such longer period shall apply. Such warranties shall survive inspection, test, delivery, acceptance, use and payment by Buyer and shall inure to the benefit of Buyer’s successors, assigns, customers and other users of Buyer's products.

4. Indemnification. In addition to the indemnification agreement provided for in the purchase order, Seller shall indemnify, defend, and hold harmless Buyer, its affiliated companies, directors, officers, employees, agents, and customers (collectively in this Section, “Buyer”) from and against any loss, liability, costs, expenses (including reasonable attorney fees), suits, actions, or claims directly or indirectly arising out of or relating to: (a) any failure, violation, default or breach of any warranty, representation, covenant or agreement made in this Purchase Order by Seller; (b) injuries, death, disabilities, or damage to property caused by Seller, its employees, agents and subcontractors or that are in any way attributable to the performance of Seller of its obligations hereunder or the performance of the Goods covered under this Purchase Order; (c) any



suit, claim or action for (1) alleged direct or contributory infringement of, or inducement to infringe, any U.S. or foreign patent, trademark, copyright or mask work right including infringement arising out of compliance with specifications furnished by Buyer; (2) actual or alleged misuse or misappropriation of a trade secret resulting directly or indirectly from Seller’s actions; and (3) any claim against Buyer under the UCC or otherwise including any hold harmless or similar claim in any way related to a claim asserted against Seller or Buyer regarding infringement or the like including claims arising out of compliance with specifications furnished by Seller or Buyer; (d) Seller’s noncompliance with any federal, state or local law, Executive Order, rules, regulations, ordinance or standards that may be applicable to Seller’s performance of its obligations under this Purchase Order; (e) any liability for taxes and related interest, penalties and charges in connection with Seller’s work or Seller’s receipts for the performance of the work covered by this Purchase Order whether imposed by any statute now in force or enacted prior to the delivery of the Goods; (f) any liability to or claim by any governmental entity or body, customer, third party, or any end user of a product sold by Buyer, relating to product sold by Buyer or contract entered by Buyer for sale of product, where Seller's act, omission, misrepresentation, breach of contract or of warranty, or Goods were a cause of Buyer's alleged liability or any such claim against Buyer; or (g) any warranty claim, recall expense liability, product liability claim or other product related liability which Buyer incurs to its customer or any end user, or government entity, and which Buyer determines in its sole discretion is traceable to or caused by Seller's Goods, any defect therein or failure of such Goods to work for their intended purpose and function in finished products or systems .

5. Tooling & Waiver of Liens. (a) Unless otherwise agreed, Seller at his or its own expense shall keep in good condition, and replace when necessary, all dies, tools, gauges, fixtures, jigs or patterns (“Tools”) and any other manufacturing aids necessary to produce the Goods ordered. (b) Seller grants Buyer an irrevocable option to take possession of and title to those Tools that are specific to production of the Goods upon payment to Seller of its book value of those Tools less any amounts previously paid by Buyer with respect to those Tools. The foregoing option does not apply to Tools used to produce Goods that are the standard stock of Seller or if a substantial quantity of like goods are being sold by Seller to others. Seller will not sell, transfer or destroy any Tools without Buyer’s express written consent. (c) Unless otherwise herein agreed, if Tools or any other manufacturing aids are furnished to Seller by Buyer for production of this Purchase Order, Seller will make all necessary adaptations for Seller’s use and



restore them upon completion of the order to their condition before adaptations, if requested by Buyer. If Tools or any other manufacturing aids are included in this Purchase Order, Seller shall submit acceptable production samples from the same for Buyer’s inspection and approval prior to any delivery or payment therefore. (d) All Tools of every description furnished to Seller by Buyer or specifically paid for by Buyer, and any replacement thereof, and any materials affixed or attached thereto, shall be and remain the property of Buyer and such property shall be plainly marked or otherwise adequately identified by Seller as "Property of Grupo Antolin North America." and shall be safely stored separate and apart from Seller’s property or any property of a third person and may not be removed from Seller’s premises without Buyer’s prior written approval nor used by Seller for any purpose other than to perform this agreement. Seller acknowledges that it has no interest in such property that all such property and right of title belongs to Buyer and that such property is deemed to be personal property and not a fixture. Seller shall not substitute any property except in filling Buyer’s orders, and such property while in Seller’s custody or control shall be held at Seller’s risk and shall be replaced at Seller’s expense if lost, damaged or destroyed. Such property shall be kept insured by Seller at Seller’s expense in an amount equal to the replacement cost with endorsement marked making loss payable to Buyer, a copy of said endorsement to be provided Buyer, and shall be subject to removal at Buyer’s written request, in which event Seller shall prepare such property for shipment and re-delivery to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted. Upon request of Buyer, such property immediately shall be released to Buyer or delivered to Buyer by Seller, either (1) FOB at Seller's plant, properly packed and marked in accordance with the requirements of the NCRrier selected by Buyer to transport such property, or (2) to any location designated by Buyer, in which event Buyer shall pay Seller the reasonable costs of delivering such property to such location. Buyer shall have the right to enter onto Seller's premises at all reasonable times to inspect such property and Seller's records with respect thereto. 6. Proprietary Information and Rights. (a) Seller shall keep confidential all information, drawings, specifications, inventions, engineering notices, financial information, technical data or other data furnished by or through Buyer or prepared or obtained by Seller specifically in connection with the performance of this order (the “Confidential Data”). The Confidential Data shall be returned to Buyer upon demand or upon completion by Seller of its obligations hereunder, or any termination of this Purchase Order. The Seller may neither directly nor indirectly use any such Confidential Data or any information derived therefrom for any purpose other than to perform this Purchase Order without obtaining Buyer's



written consent, and shall not divulge to, or use such Confidential Data for the benefit of any other person or entity, except as required for the efficient performance of this order. Seller shall not make copies or permit copies to be made of the Confidential Data without the prior written consent of Buyer. The Confidential Data shall be acquired, free from restrictions as part of the consideration for this Purchase Order. The provisions of this Purchase Order are in addition to and do not supersede or merge with the terms of any confidentiality or similar agreement signed by the parties, each of which will remain in full force and effect for the period stated therein, but for at least two years beyond the last date that Goods or services are provided by Seller to Buyer under this Purchase Order. Seller shall not advertise or publish the fact that the Seller has contracted to furnish Buyer the Goods herein ordered, or use any trademarks or trade names of Buyer in Seller’s advertising or promotional materials without Buyer's written consent. (b) Buyer or Buyer's subcontractor, if any, shall have the right to repair, reconstruct, or rebuild the specific Goods delivered under this Purchase Order without payment of any royalty to Seller. Parts manufactured based upon Buyer's or its customer's drawings and/or specifications, if any, may not be used for Seller’s own use or sold to third parties without Buyer's authorization. To the extent that this Purchase Order is issued for, covers, includes, or results in any invention or creation of copyrightable works, the works shall be considered “works made for hire” on behalf of Buyer. To the extent that the works do not qualify as “works made for hire”, and as to all such inventions, Seller hereby assigns, and agrees to cause its employees, and any subcontractors and independent contractors and their employees, that conceive or create any invention or work of authorship for use or delivery pursuant to this Purchase Order or in the course of its performance, to assign to Buyer all rights in patent, copyright and trade secrets in such works, and inventions, and agrees to provide any additional such assignments requested by Buyer in the future. Seller assigns to Buyer all right, title and interest in and to all trademarks, patents, copyrights and mask work rights in any material now or hereafter created under this Purchase Order. Neither Seller nor its assigns shall assert against Buyer any right described herein that is to be furnished to Buyer in the course of this Purchase Order. (c) In the event Buyer or its customer(s) shall, at any time and in their discretion, require financial information concerning Seller to confirm the financial condition, viability or history of Seller, Seller shall provide, and consent to third parties providing, any such requested information to Buyer and its customer(s),and shall reimburse, indemnify and hold harmless Buyer and its customer(s) for the cost and expenses they incur in obtaining such information regarding Seller.



7. Compliance with Laws. Seller agrees to comply with all U.S. federal, state and local laws, Executive Orders, rules, regulations, conventions, ordinances or standards of the country(ies) in which any Goods shipment receiving facility is located, in which the Goods are manufactured, through which the Goods are transported, or in which the Goods or products thereof are intended to be used, including those that relate to the manufacture, labeling, transportation, importations, licensing, approval or certification of the Goods or services, and further including but not limited to those relating to environmental matters, wages, hours and conditions of employment, subcontractor selection, discrimination, occupational health/safety and motor vehicle safety which may be applicable to Seller’s performance of its obligations under this Purchase Order. Seller further represents that neither it nor any of its subcontractors, if any, permitted, or will utilize slave, prisoner or any other form of forced or involuntary labor in the supply of Goods or provision of services under this Purchase Order. This order incorporates by reference the provisions to follow and where the term “Contractor” is used, said clauses shall be deemed to refer to Seller: (a) all provisions of 41 C.F.R. 60-1.4, as amended, pertaining to the equal opportunity clause in government contracts; (b) all provisions of 41 C.F.R. 60-250, as amended pertaining to affirmative action for disabled veterans of the Vietnam Era; and (c) all provisions of 41 C.F.R. 60-741, as amended, pertaining to affirmative action for handicapped workers. Seller certifies that it is in compliance with all applicable provisions of 41 C.F.R. 60-1, including but not limited to: (a) developing and presently having in full force and effect a written affirmative action compliance program for each of its establishments as required by 41 C.F.R. 60-1.40, as amended; (b) filing EEO-1 reports as required by 41 C.F.R. 60-1.7, as amended; and (c) neither maintaining segregated facilities nor permitting is employees to perform services at segregated facilities as prohibited by 41 C.F.R. 60-1.8, as amended. Buyer requests that Seller adopt and implement a policy to extend employment opportunities to qualified applicants and employees on an equal basis regardless of an individual’s age, race, color, sex, religion or national origin. All invoices for items produced or sold subject to the U.S. Fair Labor Standards Act must contain the following certification in order to be processed for payment: We hereby certify that these Goods were produced in compliance with all applicable requirements of Sections 6, 7, and 12 of the Fair Labor Standards Act, as amended, and of regulations and orders of the United States Department of Labor issued under Section 14 thereof. Seller shall certify in writing Seller's compliance with such laws at Buyer’s request. 8. Ingredients, Disclosures, Special Warnings and Instructions. If requested by Buyer, Seller shall promptly furnish to Buyer in such form and detail as Buyer may direct (a) list of all ingredients in the Goods purchased hereunder, (b) the amount of one or more ingredients, and (c) information concerning any changes in or additions to such ingredients. Prior to and with the shipments of the Goods purchased hereunder, Seller shall furnish to Buyer sufficient warning



and notice in writing (including appropriate labels on Goods, containers and packing) of any hazardous material which is an ingredient or a part of any of the Goods, together with such special handling instructions as may be necessary to advise NCRriers, Buyer, its customers, and their respective employees of how to exercise that measure of NCRe and precaution which will best prevent bodily injury or property damage in the handling, transportation, processing, use or disposal of the Goods, containers and packing shipped to Buyer. The Goods, and any such warnings, notices and markings shall comply with the minimum requirements under all applicable laws, regulations or guidelines, including, but not limited to, the Federal Insecticide, Fungicide and Rodenticide Act, the Toxic Substances Control Act, and guidelines and regulations issued by the Environmental Protection Agency, U.S. Department of Transportation, Occupational Safety and Health Administration, Consumer Products Safety Commission, and the U.S. Food and Drug Administration. Seller shall make available and provide Material Data Safety Sheets ("MSDS" sheets) to Buyer with the first shipment of each type or item of (a) Goods it supplies; (b) reformulated Goods supplied; and at any other time as requested by Buyer. Seller shall mark and describe all Goods for recycling in compliance with all applicable laws, and Federal Trade Commission rules and guidelines. 9. Taxes: Unless prohibited by law, the Seller shall pay all federal, state and local tax, transportation tax, or other tax, including, but not limited to customs duties and tariff which is required to be imposed upon the items ordered, or by reason of their sale or delivery. All order prices shall be deemed to have included all such taxes. The certification provisions of Section 15 must be met in order for Seller to be eligible for payment of any invoice. Seller shall not delay any deliveries of Goods pending the determination of any price adjustments or resolution of invoicing disputes or reconciliations under this Purchase Order. In the event that Buyer’s customer(s) require(s) a price reduction or other changes having the effect of a price reduction to the customer, Seller shall renegotiate the price to provide a corresponding price reduction for items sold to Buyer that are used in such parts or systems sold to the customer. 10. International Shipments. (a) Seller shall provide a signed certificate which identifies the country of origin of the Goods within ten calendar days of receiving a written request from Buyer. (b) This Purchase Order includes all related customs duty and import drawback rights, if any, including rights developed by substitution and rights which may be acquired from Seller’s suppliers, which Seller can transfer to Buyer. Seller shall inform Buyer of the existence of any such rights and upon



request shall supply such documents as may be required to obtain such drawback. (c) Seller will perform all actions and provide all documents required to qualify the Goods or products thereof for preferential or favorable treatment under any applicable tariff or treaty, including the North American Free Trade Agreement ("NAFTA"). Seller will be responsible for all documentary and logistical requirements for movement of Goods across international borders and shall pay all duties and fees pertaining to such movements. 11. Service and Replacement Parts. Seller will sell to Buyer Goods necessary for Buyer to fulfill, for its customer(s), Buyer's current model service and replacement parts requirements at the price(s) set forth in this Purchase Order or Buyer's agreements(s) with its customer(s). If the Goods are systems or modules, Seller will sell the components or parts that comprise the system or module at price(s) that shall not in the aggregate exceed the price of the system or module less assembly costs. Seller will sell Goods to Buyer to fulfill its past model service, ongoing model service and replacement parts requirements for a fifteen year period after Buyer completes its current model purchases (or such longer period as is required by Buyer’s customer(s)). The price(s) shall remain the same for the first four years after Buyer completes current model purchases. Thereafter, the price shall be as agreed by the parties. In the event that Buyer’s customer(s) require(s) a price reduction or other changes having the effect of a price reduction, Seller shall renegotiate the price to provide a corresponding price reduction for items sold to Buyer that are used in such parts or systems sold to the customer. Seller shall make service literature and other materials available at no additional charge to support Buyer’s service part sales activities. 12. Engineering & Quality. (a) Sellers of special machines and/or equipment must supply Buyer with two (2) instruction manuals and at least one (1) maintenance manual containing complete schematics, drawings, parts lists, specifications, sources of supply and complete service/test instructions. All design and construction of tooling, equipment or special machines sold to, or furnished or paid for by Buyer must be in accordance with Buyer's Engineering specifications. Any engineering design changes by Seller with regards to products, tooling, equipment or special machines sold to, or furnished or paid for by Buyer require the prior written approval of Buyer. Seller will furnish Buyer with a Certificate of Insurance for personal and property liability prior to proceeding with work on Buyer's premises. (b) Seller acknowledges that it assumes all responsibility for ensuring, at its sole cost, that all testing and analysis as is needed to meet QS9000 requirements or any other quality certification standards that Buyer’s



customers or Buyer requires on parts, components, materials, systems and processes incorporating or involving any product sold by Seller to Buyer hereunder will be properly completed, and satisfied, whether or not Seller is or has been certified as meeting such certification requirements apart from this Purchase Order. 13. Labor Disputes. Seller shall notify Buyer of any actual or potential labor dispute delaying or threatening to delay timely performance of this Purchase Order. Seller shall notify Buyer in writing six (6) months in advance of the expiration of any current labor contracts. Seller shall produce a supply of finished Goods at least thirty (30) days prior to the expiration of any such labor contract, in quantities and for storage at Seller’s expense at sites designated by Buyer.

14. Demand for Adequate Assurance: Given the critical nature for Grupo to be able to supply its customer(s) with goods on a “just in time” basis, should Grupo reasonably determine itself to be insecure with the Seller’s performance, the Seller shall provide Grupo with written assurance of performance within forty-eight hours of a written demand by Grupo. It is understood that this is a material provision of the relationship between the parties. This provision supercedes the normal time periods associated with a demand for adequate assurance as provided for in Section 2-609 of the Uniform Commercial Code. 15. Request for Facts, Documents and Information: Unless otherwise provided in writing, all purchase orders issued by Grupo to Seller shall be on a fixed price basis. Grupo shall be under no obligation during the course of performance to vary its price terms in the event Seller experiences material increases in prices for labor, material or otherwise. Should the Seller request a price increase however, Seller shall: (1) provide Grupo in writing with all background facts as to the reason for the request; and (2) shall make its books and records available for a viewing by Grupo so that it may verify the cost of goods or the claimed reason for the price increase. This provision may be specifically enforced by a court.



9.3 References Acknowledging resources

• Quality Systems Requirements (ISO-9001/TS-16949) • Advanced Product Quality Planning and Control Plan (APQP) • Statistical Process Control (SPC) • Measurement System Analysis (MSA) • Production Part Approval Process (PPAP) • Potential Failure Mode and Effects Analysis (FMEA) • Shipping /Parts Identification Label Standard -AIAG B-10. • Quality System Assessment (QSA)