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ISUZU NORTH AMERICA CORPORATION PURCHASING PROCEDURES MANUAL

Revised November 2018

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

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

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

MISSION

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

Goals

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

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

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

Issued 6/01/2005 Revised 11/26/18

i

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

◊ Basic Conditions 4 1 ◊ Process 4 1

• Manual Purchase Order (P.O.) 4 1 ◊ Basic Conditions 4 1 ◊ Service Parts 4 2 ◊ Prototype Parts 4 2

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

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

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

Issued 6/01/2005 Revised 11/26/18

ii

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

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

• Standard Claim Package 6 4 • Repeat Product Quality Concern Claim 6 5 Tooling • Basic Policy 7 1 • Ordering and Production 7 1 • Payment 7 2 • Manner of Usage 7 3 • Relocation 7 3 • Disposal of Tooling 7 3 • Tooling Forms 7 4 Engineering Changes • Basic Policy 8 1 • Documents and Definitions 8 1 • Document Combinations and Flow 8 2

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

• Engineering Change Forms 8 4 Notification of Changes

• Required Documents 9 1 • Forms For Notification of Changes 9 3

Issued 6/01/2005 Revised 11/26/18

iii

Section Page

Isuzu Customs Operations • North American Free Trade Agreement (NAFTA) 10 1

◊ NAFTA – General Requirements for Supplier 10 1 ◊ NAFTA – H.S. Tariff Classification 10 1

• Free Trade Agreements General Provisions 10 1 • Customs – Trade Partnership Against Terrorism 10 2 • Customs Forms & Appendixs 10 3 Itochu Automobile America, Inc. • Transportation 11 1 • Parts Transportation Contact 11 2 Quality Requirements

• Quality Policy 12 1 • Concept for Quality Assurance 12 1 • Production Part Approval Process 12 1 • Process Change Requests and Deviations 12 2 • Production Controls 12 3 • Product Concern and Corrective Action 12 3 • Packaging 12 4 • Document Retention 12 4 • Quality Forms 12 5

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

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

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

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

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

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

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

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

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

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

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

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

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

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

REQUEST FOR QUOTATION FORMS**

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

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

Supplier's Name: Code:

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

to previous P/ No. (if applicable)

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

1234

Total (1)

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

123456789

10Total (2)

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

10Total (3)

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

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

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

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

- Production Readiness Timing:

- Manufacturing Plant Location:

- FOB Ship Location:

Remarks:

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

Amount

Amount

INAC PART QUOTATION SHEET

Supplier Signature:

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

Title:

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

Amount

www.iszapurchasing.comIssued: 6/01/05

Updated: 2/01/16


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


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

123456789

10111213

Var.Total:

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

123456789

10111213

- Production Volume Lead Time: Supplier Signature:

Title:

Remarks:

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

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

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

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

INAC TOOLING QUOTATION SHEET


Total Tooling Cost:

PRODUCTION PROCESS CHART - PLASTIC and RUBBER PARTS

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

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

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

Name of Supplier

Material of Part

Thickness of Part mmSignature

Weight of Part kg

Production Volumeunits/

monthBusiness Engineering

Pieces(s) per carName of Subcontractor:

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

Injection Type of MachineMolding

Cycle Time: /sec

Compression Pieces per Shot /shotMolding

Number of Tool

Vacuum Molding Material of Tool

Blow Molding Weight of Tool kg

Extrusion Tool Life shotsMolding Lead Time

(Weeks)

Others Tool Number: Estimated Tool Cost ($)

0 1 2 3

Estimate

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


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

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

Sketches of

1 2

Production Process

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

0

Component Part NumbeComponent Part Name 1

2

3

PRODUCTION PROCESS CHART - STAMPED and FORGED PARTS


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

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

Name of Supplier

Material of Part


Weight of Part kg



Piece(s) per carName of Subcontractor:

Prototype or Volume Proto V.P.Ite Production Process

Type of Machine

Number of Tools

Pieces per Size of Tool (mm)

Weight of Tool Estimated Tooling Cost ($)

Est. Date of Compl

m Shot (kg) 0 1 2 3

Estimate

1 Eval.

Estimate

2 Eval.

Estimate

3 Eval.

Estimate

4 Eval.

Estimate

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



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

Sketches of

1 2 3

Production Process

4 5 6


0

Component Part Number Component Part Name 1

2

3

Standard Supplement to Request for Quotation

Revised 02/01/2016 Page 1 of 2

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

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

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

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

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

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

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

Standard Supplement to Request for Quotation

Revised 02/01/2016 Page 2 of 2

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

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

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

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

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

SUPPLIER QUESTIONNAIRE .

Updated: 12/18/2017 www.iszapurchasing.com Page 1 of 2

COMPANY NAME (Full name): Isuzu Supplier Code (if known): GENERAL INFORMATION HEAD OFFICE ADDRESS:

SALES OFFICE ADDRESS:

PARENT COMPANY(S):

OWNERSHIP:

AUTOMOTIVE JOINT VENTURES:

TECHNICAL AGREEMENTS:

FACILITY INFORMATION PLANT NAME (which will supply parts to Isuzu):

PLANT ADDRESS: GENERAL MANAGER: PHONE NUMBER: EMAIL: FAX NUMBER: QUALITY MANAGER: PHONE NUMBER: EMAIL: FAX NUMBER: PRODUCTION MANAGER: PHONE NUMBER: EMAIL: FAX NUMBER: SIZE OF PLANT: AGE OF PLANT: DESIGNATED R&D FACILITY (YES OR NO) _______________

EMPLOYEES

SHIFT 1ST 2ND 3RD UNION OR NON-UNION?(Circle one)

TOTAL EMPLOYEES: IF UNION, SPECIFY NAME(S): _____________________________

DIRECT: IF UNION, CONTRACT EXPIRATION DATE:___________________

INDIRECT: QUALITY ISO9001/TS16949 CERTIFICATION(Y/N): ____________

SALARY: ENVIRONMENTAL ISO14001 CERTIFICATION(Y/N):____________

TEMPORARY: % ABSENTEEISM OVER LAST 12 MONTHS:__________________

AVG. HOURLY EMPLOYEE LENGTH OF SERVICE:____________

CUSTOMERS

Major Customers Product Supplied TRUCK CLASS 2, 3-4, 5-7, 8+

% of Business

Annual Quality PPM

Annual Volume

SUPPLIER QUESTIONNAIRE .

Updated: 12/18/2017 www.iszapurchasing.com Page 2 of 2

PROCESSES PLEASE LIST YOUR PROCESSES CURRENTLY UTILIZED AT THE PRODUCTION PLANT WHICH WILL MAKE PARTS FOR ISUZU:

TESTING / INSPECTION TESTING / INSPECTION CAPABILITIES (List equipment available) 1) ENGINEERING & RELIABILITY TEST EQUIPMENT: 2) DIMENSIONAL:

OTHER CAPABILITIES:

SAFETY/ENVIRONMENTAL LIST ANY SPECIFIC SAFETY OR ON-GOING ENVIRONMENTAL CONCERNS: FUTURE PLANS FUTURE CHANGES (LIST AND GIVE REASONS): (Include such items as expansions, location changes, process improvements, process deletions, capital investments, changes in personnel levels, training, etc.) You may attach sheet if needed.

NAME OF PERSON COMPLETING PRE-SURVEY QUESTIONNAIRE:

TITLE: PHONE: EMAIL: FAX: PLEASE EMAIL THIS QUESTIONNAIRE ALONG WITH A COPY OF YOUR QUALITY CERTIFICATION TO YOUR PURCHASING COMMODITY BUYER.

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

TERMS AND CONDITIONS

Basic Policy

• The INAC General Terms and Conditions are part of the quotation package. In responding to a quotation, the supplier agrees to accept these General Terms and Conditions.

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

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

Revised: 01/01/2018

ISUZU NORTH AMERICA CORPORATION

GENERAL TERMS AND CONDITIONS OF PURCHASE

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

event that the Products are developed exclusively for Buyer or are produced by Supplier in accordance with Specifications furnished by Buyer, Supplier shall not sell the Products to any

other person or entity without Buyer’s prior written consent.

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

approved by Buyer (collectively, "Specifications") and in conformity with such samples as may have been approved by Buyer. Supplier shall test and evaluate the Products in

accordance with Buyer’s instructions and shall deliver to Buyer the results of such tests and evaluations. In the event that Buyer disapproves any of the Products, Buyer shall

provide to Supplier the reasons therefor, and Supplier shall take the necessary corrective actions to obtain Buyer’s approval. In the event that Products are produced by Supplier in

accordance with Specifications furnished or approved by Buyer, such approval shall not reduce or modify Supplier’s obligations to satisfy the requirements of this Contract. Buyer

in no way assumes any part of Supplier’s obligations with respect to such Specifications, or waives the satisfactory performance of the resulting Products manufactured in

accordance with such Specifications.

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

binding upon Buyer only as and to the extent provided in Buyer’s Supplier Guides. Supplier shall not make commitments for supplies or raw material purchases or for the fabrication of

Products in excess of the amounts, or in advance of the times, specified in Buyer’s binding forecasts, except at Supplier’s own risk.

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

“release authorization” shall mean (i) Buyer’s delivery order or release (in the case of a production part identified in a blanket purchase order, or (ii) Buyer’s purchase order (in the case of

a Service Part or accessory). Buyer shall not be required to purchase any Product until the issuance of a release authorization to Supplier and then only to the extent of the Products

covered under the release authorization. Each release authorization shall set forth the quantity of Products ordered and the time and date required for delivery of such Products to

Buyer. Provided that a contract is in effect for a particular Product, release authorizations for such Product shall be binding upon Supplier and shall not be subject to acceptance or

rejection. Supplier shall not fabricate any Products or procure any of the materials required in their fabrication, or ship such Products to Buyer, except to the extent authorized in release

authorizations or forecasts furnished to Supplier. Buyer may make changes to the terms of any previously issued purchase order or release authorization upon written notice to Supplier;

provided that in such event, the parties shall promptly negotiate, reasonably and in good faith, any adjustments in the price or delivery schedule.

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

otherwise change the scope of the work covered by this Contract (including, without limitation, work with respect to such matters as inspection, testing or quality control), provided that

in such event, the parties shall promptly negotiate, reasonably and in good faith, any pricing adjustments (up or down) or changes to the delivery schedule to be made in connection with

such changes. Supplier agrees to promptly implement such changes. Supplier shall not at any time modify the Products (including their Specifications, materials, functioning or

serviceability) or discontinue the production or supply of Products without Buyer’s prior written consent. Supplier shall not relocate the production, manufacture or assembly of the

Products from the facilities approved by Buyer, or change the location from which the Products are shipped, without Buyer’s prior written consent.

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

pack, mark and ship Products in accordance with the requirements of Buyer, the involved carriers, and applicable law, and in a manner which shall permit the securing of the lowest

transportation rates; (b) route shipments in accordance with Buyer's instructions and the terms and conditions stated in Buyer’s purchase order or release authorization; (c) make no

charge for handling, packaging, storage or transportation of Products unless otherwise agreed in writing by Buyer; (d) properly mark each package with a label/tag in accordance with

Buyer's instructions and provide packing slips with each shipment; (e) promptly forward the original bill of lading or other shipping receipt for each shipment in accordance with Buyer's

instructions; and (f) have each packing slip and bill of lading indicate Buyer’s purchase order or release authorization number, date of shipment, part numbers and locations to which

Products are to be shipped. Supplier shall ship only the quantities specified in Buyer’s release authorizations and shall be responsible for any delivery and return freight costs resulting

from shipments of different quantities. Unless otherwise provided in this Contract, any charges or costs relating to handling, packaging, storage or transportation of Products shall be

borne by Supplier and shall be included in the piece price of the Products, and no charge shall be made by Supplier for containers, crating, boxing, bundling, dunnage, drayage or storage.

Supplier shall include on bills of lading or other shipping receipts correct classification identification of the shipped Products in accordance with Buyer's instructions and the carrier’s

requirements. The marks on each package and identification of the Products on packing slips, bills of lading and invoices (when required) shall be sufficient to enable Buyer to easily

identify the Products purchased. Any deviation from Buyer’s shipping and packaging (including packing, marking and labeling) instructions shall be at Supplier's risk and Supplier shall be

responsible for the costs of any corrective work undertaken by Buyer as a result of Supplier’s non-compliance.

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

authorization, and title to and risk of loss of such Products shall pass from Supplier to Buyer upon delivery of such Products to the carrier. Title to all Products shall be delivered free and

clear of all liens, claims and encumbrances. Unless otherwise agreed, Buyer may determine the common carrier to be used for all shipments. Time of delivery is of the essence, and

deliveries shall be made both in quantities and at times specified in Buyer's release authorization. Buyer may from time to time make changes to shipping schedules or temporarily

suspend scheduled shipments. Supplier shall be liable for all increased costs, including premium freight charges, incurred by Buyer as a result of Supplier's failure to meet a scheduled

delivery date and time or necessitated by quality, manufacturing or other problems for which Supplier is responsible. If Supplier’s acts or omissions result in Supplier’s failure to meet

Buyer’s delivery requirements and Buyer requires a more expeditious method of transportation for the Products than the transportation method originally specified by Buyer, Supplier

shall ship the Products as expeditiously as possible at Supplier’s sole expense. Supplier will, at Supplier’s expense, take such actions as are necessary or appropriate to ensure the

uninterrupted supply of Products to Buyer. Supplier shall inform Buyer promptly of any occurrence which is reasonably expected to result in any delivery at a time or in a quantity not

specified in the purchase order or release authorization, and shall in such event advise Buyer of the corrective measures which Supplier is taking to minimize the effect of such an

occurrence. This section shall not constitute a waiver of and is without prejudice to Buyer’s other rights and remedies.

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

demand adequate assurance of such performance from Supplier. After receipt of such demand, Supplier’s failure, within a reasonable period of time under the circumstances (not to

exceed 15 days), to provide assurances adequate under the circumstances shall be deemed a breach of this Contract by Supplier.

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

costs and expenses incurred before the dispatch of such Products from Supplier, including all applicable taxes, excises, duties or other governmental impositions, as well as all packaging,

labeling and other costs. Prices of production parts covered by a blanket purchase order shall be fixed on a calendar year basis expiring December 31st of each year. All price changes

initiated by Supplier shall be submitted not less than ninety (90) days prior to the end of the preceding calendar year on the form described in the Purchasing Procedures Manual (for

production parts) or in the Supplier Policy and Procedure Guide (for Service Parts and accessories), and shall be determined by mutual agreement of the parties.

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

with the terms of this Contract, (i) the payment date for production parts shall be the second day of the second month following Supplier’s shipment date of Products (or if not a banking

day, the first banking day thereafter) for payments made by electronic funds transfer, and net prox 25th

for payments made by check, and (ii) the payment date for Service Parts shall be

net 30. Payments are subject to adjustments, discrepancies and other unresolved issues. In addition to any right of setoff or recoupment provided by law, all amounts due to

Supplier will be considered net of indebtedness of Supplier to Buyer, and Buyer will have the right to setoff against or recoup from any amounts due to Supplier from Buyer.

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

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

Revised: 01/01/2018

benefits or credits, as well as to fulfill its customs related obligations, origin marking or labeling requirements and local content origin requirements, if any. Supplier shall undertake such

arrangements as necessary for the Products to be covered by any duty deferral or free trade zone program(s) of the country of import. Supplier shall comply with the requirements and

recommendations of all applicable Authorized Economic Operator (AEO) and governmental security/anti-terrorism and enhanced border release programs. Supplier represents that it

has been accepted into, and will at all times comply with the requirements of, the United States Customs and Border Protection's Customs-Trade Partnership Against Terrorism (C-TPAT),

and if applicable to Supplier, the Canada Border Services Agency's Partners in Protection initiative, and Administración General de Aduanas de Mexico’s Neuvo Esquema Empressa

Certificada (NEEC) program. At the request of Buyer or the appropriate customs authority, Supplier shall certify in writing its compliance with the foregoing. Supplier shall permit Buyer

and the appropriate customs authority to audit and inspect Supplier’s facilities and records to verify Supplier’s compliance with C-TPAT requirements. Supplier shall comply with all

applicable export control and sanctions laws and regulations of the United States, of member States of the European Union, and any other relevant country (the “Export Control Laws”).

Supplier shall not violate, and shall not cause Buyer to violate, any Export Control Laws (e.g. by transshipping Products through, or supplying Products from, sanctioned countries).

Licenses or other authorizations required for the export of Products shall be the responsibility of Supplier unless otherwise indicated in this Contract, in which event Supplier shall provide

such information as may be requested by Buyer to enable Buyer to obtain such licenses or authorizations.

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

from time to time, including but not limited to the requirement that Supplier maintain a program of quality control of the Products at its manufacturing plant, inspect Products prior to

delivery, maintain adequate records concerning the results of inspections, and maintain a record keeping system which provides Supplier with the ability to trace Product defects to a

specific period of manufacture. Supplier shall promote continuous improvement in the quality of the Products and Supplier's manufacturing and logistics processes. Supplier shall

permit Buyer to audit and inspect Supplier’s facilities, materials, tools, dies and equipment, Supplier's production and quality assurance processes, and the records required under this

Contract to be maintained by Supplier. Supplier shall cooperate with Buyer so as to facilitate Buyer’s audit, including, without limitation, by segregating and promptly producing such

records, data, and information (including test, manufacturing, field performance and warranty data) as Buyer may reasonably request.

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

Purchaser discovers any misdelivery, defective, or malfunctioning Products, or any loss, damage, discrepancy or nonconformity of any kind, Purchaser shall notify Supplier and

Supplier shall replace or supplement such nonconforming delivery at Supplier’s cost. Nonconforming Products shall be held by Buyer in accordance with Supplier's instructions at

Supplier's risk. Supplier's failure to provide written instructions within 10 days, or such shorter period as may be commercially reasonable under the circumstances, after notice of

nonconformity shall entitle Buyer, at Buyer's option, to charge Supplier for storage and handling or to dispose of the Products without liability to Supplier. Payment for nonconforming

Products shall not constitute an acceptance of them, impair Buyer’s rights under the warranty set forth herein, limit Buyer’s right to assert any other legal or equitable remedy, or relieve

Supplier’s responsibility for latent defects. Supplier shall take all necessary actions requested by Buyer to contain and correct any quality problems in Products at Buyer’s warehouse, in

transit or at Supplier’s plant. Supplier shall ensure that nonconforming, rejected, obsolete or surplus Products are not sold to third parties as service or replacement parts for products

distributed by Buyer or its affiliates. Supplier shall institute appropriate controls with its subcontractors and suppliers to ensure compliance with this section.

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

is unable to accept delivery, buy or use, the Products covered by this Contract, directly as the result of an event or occurrence beyond the reasonable control of such party and without

its fault or negligence (a “force majeure event”), including, if applicable, acts of God, actions by any governmental authority (whether valid or invalid), fires, floods, windstorms,

explosions, riots, natural disasters, wars and sabotage; provided that written notice of such force majeure event (including the anticipated duration of the delay) must be given by the

affected party to the other party as soon as possible after the event or occurrence (but in no event more than 10 days after the force majeure event occurs). During any force majeure

event, Buyer, at its option, may purchase Products from other sources and reduce Products ordered under outstanding release authorizations by such quantities, without liability to

Supplier, or require Supplier to provide the Products from other sources in quantities and at times requested by Buyer, and at the price set forth in this Contract. Supplier shall use all

diligent efforts to ensure that the effects of any force majeure event are minimized and, as promptly as possible, resume full performance under this Contract. In addition, Supplier at its

expense shall take such actions as are necessary to ensure the supply of Products to Buyer for a period of at least 30 days during any anticipated labor disruption or resulting from the

expiration of Supplier's labor contract(s). If requested by Buyer, Supplier shall, within 10 days, provide adequate assurances that the delay shall not exceed 30 days. If any delay lasts

more than 30 days or Supplier does not provide adequate assurance that the delay shall cease within 30 days, Buyer may immediately terminate this Contract without liability.

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

incorporated in the Products; (b) the amount of such materials; and (c) information concerning any changes in or additions to such materials. Prior to and with the shipment of the

Products, Supplier shall furnish to Buyer sufficient advance warning and notice, in writing (including, without limitation, appropriate labels on the Products, containers and packing) of

any dangerous Products or hazardous materials that are included in any shipment of Products, together with such special handling instructions as may be necessary to advise carriers,

Buyer, and their respective employees of how to exercise that measure of care and precaution that shall comply with any applicable laws or regulations and best prevent bodily injury or

property damage in the handling, transportation, processing, use or disposal of the Products, containers and packing shipped to Buyer. Upon Buyer's request, Supplier shall certify to

Buyer in writing the origin of any materials in the Products. Supplier shall promptly provide and require the suppliers in its supply chain to provide, in writing, any records, data, and

information regarding the Products requested by Buyer so that Buyer may comply in a timely manner with reporting or other requirements under applicable law with respect to

consumer and environmental protection, "conflict minerals" or similar materials, if any.

16. Duty to Notify. Notwithstanding anything to the contrary contained in this Contract, for those production parts which Buyer purchases from Supplier pursuant to annual blanket

purchase orders, provided Buyer issues a new blanket purchase order to Supplier for such production parts prior to the end of then-current annual blanket purchase order, Supplier

agrees not to discontinue supplying such production parts without Buyer’s written consent. Supplier shall promptly notify Buyer in writing of any of the following events or occurrences,

or any facts or circumstances reasonably likely to give rise to any of the following events or occurrences: (a) any failure by Supplier to perform any of its obligations under this Contract;

(b) any delay in delivery of Products under this Contract; (c) any defects or quality problems relating to the Products; (d) any changes in Supplier’s corporate structure or organization

(including any direct or indirect change in control or ownership of Supplier); (e) any deficiency in Specifications, samples, prototypes or test results relating to this Contract; (f) any failure

by Supplier, or its subcontractors or common carriers, to comply with applicable laws and regulations, including, without limitation, with respect to transportation of Products under this

Contract; or (g) any change in Supplier’s authorized representatives, required insurance coverage or professional certifications (e.g., ISO 9001).

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

the Parts Policies and Procedures Manual for Service Parts) furnished to Supplier by Buyer (“Supplier Guides”). Such Supplier Guides contain policies, procedures and processes for

matters such as purchasing procedures, packaging, shipping and quality. The Supplier Guides can be found at the Buyer’s purchasing portal (www.iszapurchasing.com) or obtained

directly from Buyer, and may be updated by Buyer upon notice to Supplier from time to time. These General Terms and Conditions of Purchase shall take precedence in the event of any

conflict with a Supplier Guide, except to the extent that a Supplier Guide specifies otherwise.

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

dies, gauges, fixtures, molds, patterns, containers and other items ("Supplier’s Property") necessary for the production of the Products. Supplier shall insure Supplier’s Property with

coverage for all losses for its replacement value. Supplier shall not dispose of Supplier’s Property or alter Supplier’s Property in a way that renders it unable to properly produce the

Products during the period in which Supplier remains obligated to supply Products under this Contract. Supplier grants Buyer an irrevocable option to take possession of and title to

Supplier’s Property that is used exclusively for the production of the Products upon payment to Supplier of its net book value less any amounts that Buyer has previously paid to Supplier

for the cost of such items, and less any amounts owing to Buyer by Supplier; provided, however, that this option shall not apply if Supplier’s Property is used to produce Products that are

the standard stock of Supplier or if a substantial quantity of like Products are being sold by Supplier to others.

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

accessions, appurtenances, modifications, repairs, refurbishments and replacements thereof) furnished by Buyer, either directly or indirectly, to Supplier to perform this Contract, or for

which Supplier has been reimbursed by Buyer outside of the piece price (“Buyer’s Property”), shall be and remain the property of Buyer and held by Supplier on a bailment basis. Buyer

will, at any time, have the right to immediate possession of Buyer’s Property on Buyer’s demand. If title in any Buyer’s Property has not otherwise passed to Buyer, title shall pass to

Revised: 01/01/2018

Buyer immediately upon completion of Buyer’s production part approval process (PPAP) for such property or the date Buyer first makes any payment to Supplier relating to such

property, whichever comes first. Supplier shall bear all risk of loss of and damage to Buyer’s Property while it is in Supplier’s possession or under its control. Buyer’s Property shall at

all times be properly housed, maintained and/or stored by Supplier, at its expense, shall not be used by Supplier for any purpose other than the performance of this Contract; shall be

deemed to be personalty; shall be conspicuously marked by Supplier as the property of Buyer; shall not be commingled with the property of Supplier or with that of a third person; and

shall not be moved from Supplier’s premises without Buyer’s prior written approval. Buyer and its designees shall have the right to enter Supplier’s premises at all reasonable times to

inspect Buyer’s Property and Supplier’s records with respect thereto. Upon the request of Buyer, Buyer’s Property shall be immediately released to Buyer or delivered to Buyer by

Supplier. To the fullest extent permitted by law, Supplier waives any liens, claims, encumbrances, interests or other rights that Supplier might otherwise have or assert on or with respect

to any of Buyer’s Property for work performed on such property or otherwise. Supplier shall indemnify, defend and hold harmless Buyer, its affiliates, agents, representatives and

employees from and against all claims, liabilities, damages, losses, costs and expenses (including without limitation legal and other professional fees) arising out of or in connection with

Supplier’s possession, handling or use of Buyer’s Property. To the extent any intellectual property rights owned by or licensed to Supplier is embodied in, or is otherwise necessary for

the intended use of, any Buyer’s Property, Supplier hereby grants to Buyer a fully paid, irrevocable, non-exclusive, worldwide, perpetual, royalty-free license, with the right to grant

sublicenses as necessary for any use of Buyer’s Property, to use such intellectual property rights.

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

Parts to meet Buyer’s current model Service Parts needs. The prices for current model Service Parts shall be no greater than the prices set forth in Buyer’s purchase order issued for the

same Products used in production, adjusted only for differences in packaging and logistics costs, all as approved by Buyer. Supplier additionally agrees to supply Buyer’s requirements of

Service Parts to meet Buyer’s past model Service Parts needs for a period of at least 10 years (15 years for Duramax engine Service Parts), or such longer period as may be required by

applicable law, after Buyer completes current model purchases. Unless otherwise agreed to by Buyer, the prices during the first 3 years of this period shall be those in effect at the

conclusion of current model purchases. For the remainder of this period, the prices for Products shall be as agreed to by the parties negotiating reasonably and in good faith; provided

that during any period in which a new price is being negotiated, the most recently agreed to price shall apply. In no event may Supplier raise prices beyond a level that makes the

Products non-competitive or that would impede Buyer’s abiliity to re-sell Service Parts at a fair and marketable price to support the continuing use and maintenance of its products by its

customers. If the Service Parts are systems or modules, Supplier shall sell the components or parts that comprise the system or module at prices that shall not, in the aggregate, exceed

the price of the system or module less assembly costs. It shall be Supplier’s responsibility to take whatever actions are necessary to enable Supplier to fulfill Buyer’s past model service

and replacement parts requirements for the time period set forth above, and Supplier may not impose an all time buy upon Buyer or charge Buyer for any set-up, tooling, or other costs

or fees associated with the supply of Service Parts without Buyer’s written consent. Without limiting the generality of the foregoing, Supplier shall not discontinue supply of the Service

Parts or take any actions which are likely to adversely affect Supplier’s ability to supply Service Parts without pre-building a sufficient safety stock to ensure an uninterrupted supply of

Purchaser’s requirements of the Products, and without offering Buyer a reasonable opportunity to make an all time buy. Supplier may not impose minimum order quantity

requirements upon Buyer that exceed Buyer’s reasonable supply needs. Upon Buyer’s request, the parties shall enter into a separate contract for the supply of Service Parts; until such

agreement is entered into, the purchase and sale of Products constituting Service Parts shall be governed by the terms of this Contract.

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

Specifications and the samples accepted by Buyer and be of at least the same level of quality as such samples, and be merchantable and suitable for their intended use by Buyer. The

duration of the warranty provided by Supplier to Buyer for the Products shall begin on the date of receipt of the Products by Buyer and end on the latter of expiration of any warranty

provided by Buyer to Buyer's end customer applicable to the Products or to the vehicle or engine into which the Products are incorporated or the expiration of any warranty period

provided under applicable law for the Products. The warranties set forth herein are in addition to any warranties express or implied by law or equity or otherwise made by Supplier.

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

Without limiting the foregoing, in the event that any Products fail to conform to the warranties set forth in this Contract or if Supplier otherwise breaches any of its other obligations

under this Contract, Buyer shall be entitled to recover from Supplier the damages, liabilities, losses, legal and other professional fees and costs incurred by Buyer and its affiliates,

including, without limitation, costs and expenses incurred by Buyer (a) in inspecting, sorting, testing, repairing or replacing nonconforming Products or nonconforming deliveries; (b)

resulting from production interruptions; or (c) in conducting recall campaigns or other corrective service actions. Supplier shall indemnify, defend and hold harmless Buyer and its

affiliates against any claims, damages, liabilities, losses, costs and expense (including, without limitation, attorneys’ and other professional fees) arising from or relating to Supplier’s

negligence, breach or failure to perform any of its obligations under this Contract.

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

countr(ies) of destination (“Applicable Law”), including but not limited to those that relate to the manufacture, labeling, transportation, importation, exportation, licensing, approval or

certification of the Products or services, emissions and other environmental matters, the handling and transportation of dangerous Products or hazardous materials, data protection and

privacy, wages, hours and conditions of employment, subcontractor selection, discrimination, occupational health/safety and motor vehicle safety. Supplier represents and warrants

that neither it nor any of its subcontractors, suppliers, agents or other associated third parties shall utilize child, slave, prisoner or any other form of forced or involuntary labor, or engage

in abusive employment or corrupt business practices, in the supply of Products under this Contract. At Buyer’s request, Supplier shall certify in writing its compliance with the foregoing

and provide Buyer with any requested documentation to enable Buyer to comply with Applicable Law.

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

Products are the basis for such campaign. For purposes of this section, a campaign includes any special service campaigns, special policy adjustments or buybacks necessitated by an

unusually high failure rate of a Product. Notwithstanding anything to the contrary contained herein, Supplier shall supply the Products necessary for the recall or other campaign while

such recall or other campaign is ongoing.

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

liabilities, losses, costs and expenses (including, without limitation, attorneys’ and other professional fees) arising from or in connection with any injury to persons, including death, or

damage to property alleged to have been caused by any malfunction of, or defect in, any Product or as a result of any act or omission of Supplier, its employees, agents or

subcontractors. With respect to any actual, potential, or threatened product liability claim, demand, suit or action, each party shall: communicate and cooperate with the other to the

fullest extent reasonably possible in connection with the investigation of the facts and circumstances and in any litigation; refrain from taking any position adverse to the interests of the

other party; and not, except in enforcement of its rights hereunder, institute any claim, action, or proceeding against the other party. Each party shall not disclose to any third parties

(except their affiliates, attorneys, insurers and auditors) any information with respect to the arrangements effected under this section, except as may be required as a matter of law or in

any judicial proceedings involving such party.

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

Buyer from claims and liability for injury, death or property damage which arise out of or relate to the use or application of the Products. In addition, during such period of time in which

Supplier possesses, handles or uses Buyer’s Property, Supplier shall maintain adequate comprehensive general public liability and property damage insurance from reputable and

financially responsible insurance companies protecting Supplier and Buyer from claims and liability for injury, death or property damage which arises out of or relates to the possession,

handling or use of Buyer’s Property. Such insurance must cover claims and liability arising from the use of Products outside of the United States. Supplier shall furnish Buyer with

certificates of insurance for such policies within ten (10) days of Buyer’s written request which shows Buyer and its affiliates as additional insureds under such insurance and states that

Buyer shall receive 30 days' prior written notice of any termination or reduction in the amount or scope of coverage. Supplier's furnishing of certificates of insurance or purchase of

insurance shall not release Supplier of its obligations or liabilities under this Contract.

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

damages, losses, claims, costs and expenses (including, without limitation, attorneys’ and other professional fees) arising from or in connection with any claim of infringement of any

patent, copyright, trade secret or other proprietary right of any third party by reason of the sale or use of the Products. Buyer or Buyer’s subcontractor may repair, reconstruct,

remanufacture, reflash, or rebuild the Products delivered under this Contract without payment of any royalty to Supplier. To the extent that this Contract is issued for the creation of

Revised: 01/01/2018

copyrightable works, the works are considered “works made for hire” for Buyer, except to the extent that the works do not qualify as “works made for hire” for Buyer, in which case

Supplier hereby assigns to Buyer all right, title and interest in all copyrights and if lawfully permitted waives all moral rights therein. With respect to any inventions, patents or processes

which Supplier conceives of or develops in connection with the Products, Supplier hereby grants to Buyer a permanent, paid-up, non-exclusive, world wide license, with a right to

sublicense to others, to make and/or use, any processes or products that are encompassed within, or covered by, such inventions, patents or processes.

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

and exclusive property of Buyer (or its suppliers) and Supplier shall not use or disclose such patents, Specifications, samples or know-how except as authorized by Buyer. Supplier agrees

that parts manufactured based on such patents, Specifications, samples or know-how may not be sold to any person or entity without Buyer’s prior written approval. If Products are

packaged, labeled or otherwise distinctively marked to identify them as Products to be resold by Buyer, Supplier shall not package, label or otherwise mark similar Products sold by

Supplier to others such that they become confused with Products sold by Buyer.

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

patents, Specifications, samples, know-how, information, equipment, materials, tools and tooling furnished by Buyer to Supplier under this Contract, in confidence, not disclose such

information or property to any third person (including, without limitation, Supplier’s subcontractors or suppliers) without Buyer’s prior written consent, not use or sell any such

information or property to make more Products than ordered by Buyer. Supplier shall use such confidential information only for the purpose of filling release authorizations issued by

Purchaser, adhere to adequate security measures to ensure the continuing confidentiality of such confidential information, and return such confidential information, including, without

limitation, all copies, summaries and reports thereof, to Buyer within two weeks following receipt of Buyer’s written request. Buyer may disclose Supplier’s confidential information to

affiliates provided that such affiliates use such confidential information only for the purposes related to this Contract for which it was disclosed. In the event of any conflict between the

terms of this section and the terms of any mutually-executed non-disclosure agreement in effect between the parties, the terms of the non-disclosure agreement shall prevail.

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

warranties); (b) states its intention not to perform or otherwise rejects its obligations under this Contract; or (c) fails to make progress in performance so as to endanger timely and

proper delivery of Products, provided that Supplier does not correct such breach, rejection or failure within 10 days (or such shorter period of time if commercially reasonable under the

circumstances) after receipt of written notice from Buyer specifying such failure or breach. Supplier shall reimburse Buyer for all costs incurred by Buyer in connection with any of the

foregoing events, including, without limitation, all attorneys’ and other professional fees.

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

any reason, by giving written notice to Supplier. Not later than thirty (30) days following Buyer’s termination under this section, Supplier shall submit a claim for compensation for the

following amounts without duplication: the Contract price for all Products that have been completed in accordance with a release authorization or binding forecast and not previously

paid for, and the actual costs of work-in-process and raw materials incurred by Supplier in furnishing the Products under a release authorization or binding forecast, to the extent such

costs are reasonable in amount and are properly allocable or apportionable under generally accepted accounting principles to the terminated portion of this Contract. Such work-in-

process and raw materials shall be delivered to Buyer if requested by Buyer. Buyer shall not be responsible for finished Products, work-in-process or raw materials fabricated or procured

by Supplier in amounts in excess of those authorized in Buyer’s release authorizations or binding forecasts, or for undelivered Products that are in Supplier's standard stock or that are

readily marketable. In no event shall the compensation paid by Buyer for the cancellation of any Product exceed the agreed-upon purchase price for such Product. Any amount due to

Supplier pursuant to this section shall be reduced by any amount owed by Supplier to Buyer under this Contract or otherwise. Any payment under this section shall not be deemed a

waiver of any of Buyer's other rights arising under this Contract or applicable law. The foregoing sets forth Supplier’s sole remedy and Buyer’s maximum liability to Supplier in the event

of a termination by Supplier under this section. This section shall not apply in the event that Buyer terminates this Contract as a result of a breach by Supplier. Buyer shall have access to

Supplier’s premises and records, prior or subsequent to payment, to verify charges supporting a claim under this section.

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

Supplier, directly or on account of claims by Supplier’s subcontractors, for loss of anticipated profit, overhead, interest on claims, commitments, investments or expenditures, facilities

and equipment rearrangement costs or rental, unamortized depreciation costs, or general and administrative burden charges from termination of this Contract. The expiration or

termination of this Contract shall not relieve either party from any obligations which have accrued pursuant to this Contract, and any rights and obligations of the parties which are

intended to survive the expiration or termination of this Contract, including but not limited to the rights and obligations set forth in Sections 19-38, shall survive such expiration or

termination. Upon the termination of this Contract, Supplier shall cooperate with Buyer to help avoid production disruptions and to transfer title and possession of the Products, work-

in-process and raw materials that Buyer has the right to acquire from Supplier and return Buyer’s Property and other property of Buyer.

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

merger, acquisition or contribution to a joint venture, without Buyer's prior written consent provided that Supplier’s purchase of raw materials or standard commercial articles shall not

be deemed a subcontract. Buyer may assign this Contract to any affiliate or successor-in-interest of Buyer without Supplier’s consent. This Contract shall be binding upon and inure to

the benefit of the successors and assigns of the parties.

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

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

on behalf of or in the name of the other.

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

performance at any time thereafter, nor shall the waiver of either party of a breach of any provision of this Contract constitute a waiver of any succeeding breach of the same or any

other provision. If any provision of this Contract is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force

and effect and shall in no way be affected, impaired or invalidated.

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

any supplemental terms and conditions that may be issued by Buyer to address special or specific requirements relating to the purchase of Products and any applicable Supplier Guides.

This Contract, including these General Terms and Conditions of Purchase, shall be accepted by Supplier and become effective upon the first to occur of: (a) the date on which Supplier

provides written or electronic acceptance to Buyer, or (b) Supplier’s commencement of any work or performance under this Contract. Supplier’s acceptance of this Contract shall be

expressly limited to the terms of this Contract. Terms and conditions proposed by Supplier in Supplier’s quotations, acceptances, acknowledgements, invoices or other documents, that

are different from or in addition to the provisions of this Contract are expressly rejected by Buyer and are not a part of this Contract. This Contract and any mutually-executed non-

disclosure agreement in effect between the parties constitute the entire agreement between the parties and supersede all previous or contemporaneous oral or agreements between

the parties with respect to the Products ordered hereunder. This Contract may be modified only by an amendment issued by Buyer.

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

provisions of the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980), as amended, and any conflict of law provisions that would require

application of another choice of law. Any action or proceedings by Buyer against Supplier may be brought by Buyer in any court(s) having jurisdiction over Supplier or, at Buyer’s option,

in the court(s) having jurisdiction over Buyer, in which event Supplier consents to such jurisdiction and service of process in accordance with applicable procedures. Any actions or

proceedings by Supplier against Buyer may be brought by Supplier only in the court(s) having jurisdiction over Buyer’s principal place of business. In the event that any action at law or in

equity is brought to enforce or interpret the provisions of this Contract, the prevailing party shall be entitled to an award of its reasonable attorneys’ fees in addition to any other relief to

which the prevailing party may be entitled. If a dispute between Buyer and Supplier arises under this Contract, Supplier shall proceed with the performance of the work hereunder,

including the delivery of Products in accordance with Buyer’s release authorizations pending resolution of the dispute.

3 - 1 Issued 4/29/2011 Revised 10/01/18

FORECASTS AND DELIVERY ORDERS

Planning Forecasts

• Weekly planning forecasts are reported on the Estimate & Authorization Report (E&A) for 14 weeks from the date of issue.

• Once a Delivery Order (FIRM ORDER) is issued that quantity will drop off the planning forecast report the following week.

• ISUZU reports do not indicate past due orders. The supplier should keep record of each Delivery Order until that order is fulfilled. Firm Orders will only transmit one time.

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

Delivery Orders

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

DELIVERY DATE indicated on the Delivery Order. • If the supplier encounters a problem fulfilling a Delivery Order, the Materials

Coordinator should be contacted. • The supplier is also required to propose and send a RECOVERY

SCHEDULE to the Materials Coordinator, which may include the Delivery Corrective Action Request.

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

• A packing slip must be included with every shipment. Packing slip should have system purchase order (PO) number and delivery order number referenced on the slip.

Manual Purchase Order

• A Manual Purchase Order is used for an urgent request for a part. • Reasons for issuing a Manual Purchase Order include:

o Inventory loss o Part Change o Change in Production Schedule

• The Manual Purchase Order will not show up on your weekly Delivery Order Report.

3 - 2 Issued 4/29/2011 Revised 10/01/18

• The Manual Purchase Order will not be transmitted via EDI. • The Manual Purchase Order will be initiated by the Materials Coordinator and

will be sent by email.

3 - 3 Issued 4/29/2011 Revised 10/01/18

FORECAST AND DELIVERY ORDER FORMS

1. E & A Report 2. Delivery Order 3. Delivery Corrective Action Request 4. Manual Purchase Order

Updated: 10/01/2018

Isuzu North America Corporation 46401 Commerce Center Drive, Plymouth, MI, 48170

www.iszapurchasing.com

Page 1 of 1

Updated: 10/01/2018

ESTIMATE & AUTHORIZATION REPORT

RAW MATERIAL & FABRICATION

PLANT: 2160 or 2170

Supplier Code: C000/01

Supplier Name: INAC SUPPLIER

- - - - - - - - - - Daily requirement- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -- - - - - - - - - - - Weekly requirement- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Part Number/ Unit Description load MON TUE WED THUR FRI FAB FAB RAW RAW RAW RAW EST EST EST EST EST EST

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ 01/29/2018 01/30/2018 01/31/2018 02/01/2018 02/02/2018 02/05/2018 02/12/2018 02/19/2018 02/26/2018 03/05/2018 03/12/2018 03/19/2018 03/26/2018 04/02/2018 04/09/2018 04/16/2018 04/23/2018

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ 9876543210/ TRUCK PART 20 0 0 0 0 0 100 0 100 0 100 0 100 100 0 0 100 100

PLEASE NOTICE THAT THE PREVIOUS WEEK’S DELIVERY ORD ER HAS DROPPED OFF THE REPORT



Page 1 of 1

ISUZU NORTH AMERICA CORPORATION DATE : 01/11/2018

TIME : 21:12:24

Updated: 10/01/2018

Isuzu North America Corporation

Delivery Orders

Supplier Code : C000/00

Supplier Name: INAC SUPPLIER

FOB Point: 1234 ISUZU AVE PLYMOUTH ,Michigan USA 48170

PO Number: 5X00000XXX

SHIP TO:

ISUZU PRODUCTION PLANT SPARTAN MOTOR CAMPUS Charlotte Michigan

USA 48813 Telephone: Email :

Item No DO No. Part Number

Vendor Part Number Part Description

Delivery Date

Ship Qty

Unit Load SNP

00010 1000008050 9876543210

TRUCK PART 01/25/2018 100 100 20



Page 1of 1

Date Issued F SERIES TRUCK

Supplier Name/Location/Splr. Code

Part Number

Part Description

Delivery Concern Description

(reference any attached photos)

Backorder Quantity INFORMAL

Delivery Problem Part(s) Part Number

Date of Next Shipment It is important that you also provide this information to Isuzu

Quantity of Next Shipment Materials department located at the Spartan Plant in Charlotte, MI

Carrier (Expedited?)

Delivery Date to Isuzu

Tracking Information (if applicable)

Form Dated: JULY2017

Delivery Corrective Action Request

Description

FORMAL

NGAS TRUCK

Supplier: Please provide the following requested information within' the next business day.

You can utilize your own internal corrective action format if it covers all the information below.

Temporary Countermeasure/Containment Description:

Supplier: Please provide the following requested information within 2 weeks of the date this DCAR was issued

Permanent Countermeasure/Actions Taken:

Verification Method for Actions Taken:

If available, please attach any supporting information (internal CAR report, presentation, photos, etc.)

Root Cause(s):


Purchase Order

Vendor Address: Information:

Vendor Code: C000

INAC SUPPLIER

1234 ISUZU AVE

PLYMOUTH, MI 48170

USA

Attention: Email:

Purchase Document No: 45000XXXXX

Date: January 2, 2018

Buyer

Currency: USD

Inco Terms: FOB SUPPLIER

Payment Terms: 2nd day, 2nd month

Ship To: Bill To:

Isuzu Production Plant Spartan Motor Campus

Charlotte MI 48813

USA


46401 Commerce Center Drive

Plymouth MI 48170

USA

Shipping Instructions:

Item No Material Code Material Description UOM Quantity Delivery Date

010 9876543210 TRUCK PART EA 100 January 23, 2018


Authorized Signature

Isuzu North America Corporation 46401 Commerce Center Drive, Plymouth, MI, 48170 www.iszapurchasing.com

Page 1 of 1

Revised 10/1/2018

4-1 Issued 6/01/2005 Revised 10/01/18

PURCHASE ORDER

SYSTEM & MANUAL

System Purchase Order (P.O.)

Basic Conditions

• A system generated blanket P.O. will be issued for production and is the individual part pricing contract.

• The P.O. will specify the part number(s), part name(s), price(s), effective date(s), expiration date(s) and payment terms.

• One P.O. will list all parts per supplier by program. A new P.O. will be issued to the supplier every time the price or effective date changes.

• The terms and price included in the P.O. will apply to every shipment within the effective dates of the P.O.

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

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

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

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

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

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

4-2 Issued 6/01/2005 Revised 10/01/18

Service Parts

• Any communication or questions regarding service parts should be directed

to:

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

Prototype Parts

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

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

You may reference our website at www.iszapuchasing.com

4-3 Issued 6/01/2005 Revised 10/01/18

PURCHASE ORDER FORMS

1. System P.O. (sample) 2. Manual P.O. (sample) 3. Tooling P.O. (sample)

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Purchase Order

Vendor Details Information

Vendor Code : C12345

Vendor Name/Address:

INAC SUPPLIER 1234 ISUZU AVE PLYMOUTH, MI 48170 USA

Document Number: 5X00000XXX

Document Date: January 1, 2018

Buyer Code:

Email Id:

Phone No:

Currency: USD

INCO Terms: FCA-SUPPLIER

Payment Terms: AGREED UPON TERMS

Ship To: DESIGNATED PLACE

Freight Terms: BILL 3RD PARTY IAAI

P/O Category: Production MODEL YEAR: Start Of Production:

Line

Number

Material Number Material Description New Unit Price

UOM Validity Start

Date

Validity End date

00010 9876543210 TRUCK PART

1.2345 EA 01/01/2018 12/31/2018

00020 0123456789 TRUCK PART #2

5.4321 EA 01/01/2018 12/31/2018

Purchasing Manager Supplier

Date Date

Supplier shall not at any time modify the Products (including their Specifications, or the functioning or serviceability of the Products or of other components and parts) or discontinue the production or supply of Products without Buyer’s prior written consent. This purchase order is subject to the accompanying General Terms and Conditions


46401 Commerce Center Drive, Plymouth, MI, 48170 www.iszapurchasing.com



Revised 10/01/2018

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

the terms hereof. In the event that the Products are developed exclusively for Buyer or are produced by Supplier in accordance with Specifications furnished by

Buyer, Supplier shall not sell the Products to any other person or entity without Buyer’s prior written consent.

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

been furnished or approved by Buyer (collectively, "Specifications") and in conformity with such samples as may have been approved by Buyer. Supplier shall

test and evaluate the Products in accordance with Buyer’s instructions and shall deliver to Buyer the results of such tests and evaluations. In the event that

Buyer disapproves any of the Products, Buyer shall provide to Supplier the reasons therefor, and Supplier shall take the necessary corrective actions to

obtain Buyer’s approval. In the event that Products are produced by Supplier in accordance with Specifications furnished or approved by Buyer, such

approval shall not reduce or modify Supplier’s obligations to satisfy the requirements of this Contract. Buyer in no way assumes any part of Supplier’s

obligations with respect to such Specifications, or waives the satisfactory performance of the resulting Products manufactured in accordance with such

Specifications.

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

Such forecasts shall be binding upon Buyer only as and to the extent provided in Buyer’s Supplier Guides. Supplier shall not make commitments for supplies or

raw material purchases or for the fabrication of Products in excess of the amounts, or in advance of the times, specified in Buyer’s binding forecasts, except at

Supplier’s own risk.

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

As used herein, the term “release authorization” shall mean (i) Buyer’s delivery order or release (in the case of a production part identified in a blanket

purchase order, or (ii) Buyer’s purchase order (in the case of a Service Part or accessory). Buyer shall not be required to purchase any Product until the issuance

of a release authorization to Supplier and then only to the extent of the Products covered under the release authorization. Each release authorization shall set

forth the quantity of Products ordered and the time and date required for delivery of such Products to Buyer. Provided that a contract is in effect for a

particular Product, release authorizations for such Product shall be binding upon Supplier and shall not be subject to acceptance or rejection. Supplier shall not

fabricate any Products or procure any of the materials required in their fabrication, or ship such Products to Buyer, except to the extent authorized in release

authorizations or forecasts furnished to Supplier. Buyer may make changes to the terms of any previously issued purchase order or release authorization upon

written notice to Supplier; provided that in such event, the parties shall promptly negotiate, reasonably and in good faith, any adjustments in the price or

delivery schedule.

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

limitation, the Specifications) or to otherwise change the scope of the work covered by this Contract (including, without limitation, work with respect to such

matters as inspection, testing or quality control), provided that in such event, the parties shall promptly negotiate, reasonably and in good faith, any pricing

adjustments (up or down) or changes to the delivery schedule to be made in connection with such changes. Supplier agrees to promptly implement such

changes. Supplier shall not at any time modify the Products (including their Specifications, materials, functioning or serviceability) or discontinue the

production or supply of Products without Buyer’s prior written consent. Supplier shall not relocate the production, manufacture or assembly of the Products

from the facilities approved by Buyer, or change the location from which the Products are shipped, without Buyer’s prior written consent.

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

Supplier shall: (a) properly pack, mark and ship Products in accordance with the requirements of Buyer, the involved carriers, and applicable law, and in a

manner which shall permit the securing of the lowest transportation rates; (b) route shipments in accordance with Buyer's instructions and the terms and

conditions stated in Buyer’s purchase order or release authorization; (c) make no charge for handling, packaging, storage or transportation of Products unless

otherwise agreed in writing by Buyer; (d) properly mark each package with a label/tag in accordance with Buyer's instructions and provide packing slips with

each shipment; (e) promptly forward the original bill of lading or other shipping receipt for each shipment in accordance with Buyer's instructions; and (f) have

each packing slip and bill of lading indicate Buyer’s purchase order or release authorization number, date of shipment, part numbers and locations to which

Products are to be shipped. Supplier shall ship only the quantities specified in Buyer’s release authorizations and shall be responsible for any delivery and

return freight costs resulting from shipments of different quantities. Unless otherwise provided in this Contract, any charges or costs relating to handling,

packaging, storage or transportation of Products shall be borne by Supplier and shall be included in the piece price of the Products, and no charge shall be made

by Supplier for containers, crating, boxing, bundling, dunnage, drayage or storage. Supplier shall include on bills of lading or other shipping receipts correct

classification identification of the shipped Products in accordance with Buyer's instructions and the carrier’s requirements. The marks on each package and

identification of the Products on packing slips, bills of lading and invoices (when required) shall be sufficient to enable Buyer to easily identify the Products

purchased. Any deviation from Buyer’s shipping and packaging (including packing, marking and labeling) instructions shall be at Supplier's risk and Supplier shall

be responsible for the costs of any corrective work undertaken by Buyer as a result of Supplier’s non-compliance.

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

purchase order or release authorization, and title to and risk of loss of such Products shall pass from Supplier to Buyer upon delivery of such Products to the

carrier. Title to all Products shall be delivered free and clear of all liens, claims and encumbrances. Unless otherwise agreed, Buyer may determine the

common carrier to be used for all shipments. Time of delivery is of the essence, and deliveries shall be made both in quantities and at times specified in Buyer's

release authorization. Buyer may from time to time make changes to shipping schedules or temporarily suspend scheduled shipments. Supplier shall be liable

for all increased costs, including premium freight charges, incurred by Buyer as a result of Supplier's failure to meet a scheduled delivery date and time or

necessitated by quality, manufacturing or other problems for which Supplier is responsible. If Supplier’s acts or omissions result in Supplier’s failure to meet

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Buyer’s delivery requirements and Buyer requires a more expeditious method of transportation for the Products than the transportation method originally

specified by Buyer, Supplier shall ship the Products as expeditiously as possible at Supplier’s sole expense. Supplier will, at Supplier’s expense, take such actions

as are necessary or appropriate to ensure the uninterrupted supply of Products to Buyer. Supplier shall inform Buyer promptly of any occurrence which is

reasonably expected to result in any delivery at a time or in a quantity not specified in the purchase order or release authorization, and shall in such event

advise Buyer of the corrective measures which Supplier is taking to minimize the effect of such an occurrence. This section shall not constitute a waiver of and

is without prejudice to Buyer’s other rights and remedies.

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

Contract, Buyer may, in writing, demand adequate assurance of such performance from Supplier. After receipt of such demand, Supplier’s failure, within a

reasonable period of time under the circumstances (not to exceed 15 days), to provide assurances adequate under the circumstances shall be deemed a breach

of this Contract by Supplier.

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

prices shall include all costs and expenses incurred before the dispatch of such Products from Supplier, including all applicable taxes, excises, duties or other

governmental impositions, as well as all packaging, labeling and other costs. Prices of production parts covered by a blanket purchase order shall be fixed on a

calendar year basis expiring December 31st of each year. All price changes initiated by Supplier shall be submitted not less than ninety (90) days prior to the end

of the preceding calendar year on the form described in the Purchasing Procedures Manual (for production parts) or in the Supplier Policy and Procedure Guide

(for Service Parts and accessories), and shall be determined by mutual agreement of the parties.

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

Supplier is in compliance with the terms of this Contract, (i) the payment date for production parts shall be the second day of the second month following

Supplier’s shipment date of Products (or if not a banking day, the first banking day thereafter) for payments made by electronic funds transfer, and net prox

25th

for payments made by check, and (ii) the payment date for Service Parts shall be net 30. Payments are subject to adjustments, discrepancies and other

unresolved issues. In addition to any right of setoff or recoupment provided by law, all amounts due to Supplier will be considered net of indebtedness

of Supplier to Buyer, and Buyer will have the right to setoff against or recoup from any amounts due to Supplier from Buyer.

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

belong to Buyer. Supplier shall timely and accurately provide all information and documents necessary (including written documentation and electronic

transaction records) to permit Buyer to receive such benefits or credits, as well as to fulfill its customs related obligations, origin marking or labeling

requirements and local content origin requirements, if any. Supplier shall undertake such arrangements as necessary for the Products to be covered by any

duty deferral or free trade zone program(s) of the country of import. Supplier shall comply with the requirements and recommendations of all applicable

Authorized Economic Operator (AEO) and governmental security/anti-terrorism and enhanced border release programs. Supplier represents that it has been

accepted into, and will at all times comply with the requirements of, the United States Customs and Border Protection's Customs-Trade Partnership Against

Terrorism (C-TPAT), and if applicable to Supplier, the Canada Border Services Agency's Partners in Protection initiative, and Administración General de Aduanas

de Mexico’s Neuvo Esquema Empressa Certificada (NEEC) program. At the request of Buyer or the appropriate customs authority, Supplier shall certify in

writing its compliance with the foregoing. Supplier shall permit Buyer and the appropriate customs authority to audit and inspect Supplier’s facilities and

records to verify Supplier’s compliance with C-TPAT requirements. Supplier shall comply with all applicable export control and sanctions laws and regulations

of the United States, of member States of the European Union, and any other relevant country (the “Export Control Laws”). Supplier shall not violate, and shall

not cause Buyer to violate, any Export Control Laws (e.g. by transshipping Products through, or supplying Products from, sanctioned countries). Licenses or

other authorizations required for the export of Products shall be the responsibility of Supplier unless otherwise indicated in this Contract, in which event

Supplier shall provide such information as may be requested by Buyer to enable Buyer to obtain such licenses or authorizations.

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

specified and updated by Buyer from time to time, including but not limited to the requirement that Supplier maintain a program of quality control of the

Products at its manufacturing plant, inspect Products prior to delivery, maintain adequate records concerning the results of inspections, and maintain a record

keeping system which provides Supplier with the ability to trace Product defects to a specific period of manufacture. Supplier shall promote continuous

improvement in the quality of the Products and Supplier's manufacturing and logistics processes. Supplier shall permit Buyer to audit and inspect Supplier’s

facilities, materials, tools, dies and equipment, Supplier's production and quality assurance processes, and the records required under this Contract to be

maintained by Supplier. Supplier shall cooperate with Buyer so as to facilitate Buyer’s audit, including, without limitation, by segregating and promptly

producing such records, data, and information (including test, manufacturing, field performance and warranty data) as Buyer may reasonably request.

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

such inspections. If Purchaser discovers any misdelivery, defective, or malfunctioning Products, or any loss, damage, discrepancy or nonconformity of any

kind, Purchaser shall notify Supplier and Supplier shall replace or supplement such nonconforming delivery at Supplier’s cost. Nonconforming Products shall

be held by Buyer in accordance with Supplier's instructions at Supplier's risk. Supplier's failure to provide written instructions within 10 days, or such shorter

period as may be commercially reasonable under the circumstances, after notice of nonconformity shall entitle Buyer, at Buyer's option, to charge Supplier for

storage and handling or to dispose of the Products without liability to Supplier. Payment for nonconforming Products shall not constitute an acceptance of

them, impair Buyer’s rights under the warranty set forth herein, limit Buyer’s right to assert any other legal or equitable remedy, or relieve Supplier’s

responsibility for latent defects. Supplier shall take all necessary actions requested by Buyer to contain and correct any quality problems in Products at Buyer’s

warehouse, in transit or at Supplier’s plant. Supplier shall ensure that nonconforming, rejected, obsolete or surplus Products are not sold to third parties as

service or replacement parts for products distributed by Buyer or its affiliates. Supplier shall institute appropriate controls with its subcontractors and suppliers

to ensure compliance with this section.

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

produce, sell or deliver, or Buyer is unable to accept delivery, buy or use, the Products covered by this Contract, directly as the result of an event or occurrence

beyond the reasonable control of such party and without its fault or negligence (a “force majeure event”), including, if applicable, acts of God, actions by any

governmental authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, wars and sabotage; provided that written notice

of such force majeure event (including the anticipated duration of the delay) must be given by the affected party to the other party as soon as possible after the

event or occurrence (but in no event more than 10 days after the force majeure event occurs). During any force majeure event, Buyer, at its option, may

purchase Products from other sources and reduce Products ordered under outstanding release authorizations by such quantities, without liability to Supplier,

or require Supplier to provide the Products from other sources in quantities and at times requested by Buyer, and at the price set forth in this Contract.

Supplier shall use all diligent efforts to ensure that the effects of any force majeure event are minimized and, as promptly as possible, resume full performance

under this Contract. In addition, Supplier at its expense shall take such actions as are necessary to ensure the supply of Products to Buyer for a period of at least

30 days during any anticipated labor disruption or resulting from the expiration of Supplier's labor contract(s). If requested by Buyer, Supplier shall, within 10

days, provide adequate assurances that the delay shall not exceed 30 days. If any delay lasts more than 30 days or Supplier does not provide adequate

assurance that the delay shall cease within 30 days, Buyer may immediately terminate this Contract without liability.

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

of all materials incorporated in the Products; (b) the amount of such materials; and (c) information concerning any changes in or additions to such materials.

Prior to and with the shipment of the Products, Supplier shall furnish to Buyer sufficient advance warning and notice, in writing (including, without limitation,

appropriate labels on the Products, containers and packing) of any dangerous Products or hazardous materials that are included in any shipment of Products,

together with such special handling instructions as may be necessary to advise carriers, Buyer, and their respective employees of how to exercise that measure

of care and precaution that shall comply with any applicable laws or regulations and best prevent bodily injury or property damage in the handling,

transportation, processing, use or disposal of the Products, containers and packing shipped to Buyer. Upon Buyer's request, Supplier shall certify to Buyer in

writing the origin of any materials in the Products. Supplier shall promptly provide and require the suppliers in its supply chain to provide, in writing, any

records, data, and information regarding the Products requested by Buyer so that Buyer may comply in a timely manner with reporting or other requirements

under applicable law with respect to consumer and environmental protection, "conflict minerals" or similar materials, if any.

16. Duty to Notify. Notwithstanding anything to the contrary contained in this Contract, for those production parts which Buyer purchases from Supplier pursuant

to annual blanket purchase orders, provided Buyer issues a new blanket purchase order to Supplier for such production parts prior to the end of then-current

annual blanket purchase order, Supplier agrees not to discontinue supplying such production parts without Buyer’s written consent. Supplier shall promptly

notify Buyer in writing of any of the following events or occurrences, or any facts or circumstances reasonably likely to give rise to any of the following events or

occurrences: (a) any failure by Supplier to perform any of its obligations under this Contract; (b) any delay in delivery of Products under this Contract; (c) any

defects or quality problems relating to the Products; (d) any changes in Supplier’s corporate structure or organization (including any direct or indirect change in

control or ownership of Supplier); (e) any deficiency in Specifications, samples, prototypes or test results relating to this Contract; (f) any failure by Supplier, or

its subcontractors or common carriers, to comply with applicable laws and regulations, including, without limitation, with respect to transportation of Products

under this Contract; or (g) any change in Supplier’s authorized representatives, required insurance coverage or professional certifications (e.g., ISO 9001).

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

production parts, and the Parts Policies and Procedures Manual for Service Parts) furnished to Supplier by Buyer (“Supplier Guides”). Such Supplier Guides

contain policies, procedures and processes for matters such as purchasing procedures, packaging, shipping and quality. The Supplier Guides can be found at

the Buyer’s purchasing portal (www.iszapurchasing.com) or obtained directly from Buyer, and may be updated by Buyer upon notice to Supplier from time to

time. These General Terms and Conditions of Purchase shall take precedence in the event of any conflict with a Supplier Guide, except to the extent that a

Supplier Guide specifies otherwise.

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

machinery, equipment, tools, jigs, dies, gauges, fixtures, molds, patterns, containers and other items ("Supplier’s Property") necessary for the production of the

Products. Supplier shall insure Supplier’s Property with coverage for all losses for its replacement value. Supplier shall not dispose of Supplier’s Property or

alter Supplier’s Property in a way that renders it unable to properly produce the Products during the period in which Supplier remains obligated to supply

Products under this Contract. Supplier grants Buyer an irrevocable option to take possession of and title to Supplier’s Property that is used exclusively for the

production of the Products upon payment to Supplier of its net book value less any amounts that Buyer has previously paid to Supplier for the cost of such

items, and less any amounts owing to Buyer by Supplier; provided, however, that this option shall not apply if Supplier’s Property is used to produce Products

that are the standard stock of Supplier or if a substantial quantity of like Products are being sold by Supplier to others.

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

(together with any accessions, appurtenances, modifications, repairs, refurbishments and replacements thereof) furnished by Buyer, either directly or

indirectly, to Supplier to perform this Contract, or for which Supplier has been reimbursed by Buyer outside of the piece price (“Buyer’s Property”), shall be and

remain the property of Buyer and held by Supplier on a bailment basis. Buyer will, at any time, have the right to immediate possession of Buyer’s Property on

Buyer’s demand. If title in any Buyer’s Property has not otherwise passed to Buyer, title shall pass to Buyer immediately upon completion of Buyer’s production

part approval process (PPAP) for such property or the date Buyer first makes any payment to Supplier relating to such property, whichever comes first. Supplier

shall bear all risk of loss of and damage to Buyer’s Property while it is in Supplier’s possession or under its control. Buyer’s Property shall at all times be

properly housed, maintained and/or stored by Supplier, at its expense, shall not be used by Supplier for any purpose other than the performance of this

Contract; shall be deemed to be personalty; shall be conspicuously marked by Supplier as the property of Buyer; shall not be commingled with the property of

Supplier or with that of a third person; and shall not be moved from Supplier’s premises without Buyer’s prior written approval. Buyer and its designees shall

have the right to enter Supplier’s premises at all reasonable times to inspect Buyer’s Property and Supplier’s records with respect thereto. Upon the request of

Buyer, Buyer’s Property shall be immediately released to Buyer or delivered to Buyer by Supplier. To the fullest extent permitted by law, Supplier waives any

liens, claims, encumbrances, interests or other rights that Supplier might otherwise have or assert on or with respect to any of Buyer’s Property for work

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performed on such property or otherwise. Supplier shall indemnify, defend and hold harmless Buyer, its affiliates, agents, representatives and employees from

and against all claims, liabilities, damages, losses, costs and expenses (including without limitation legal and other professional fees) arising out of or in

connection with Supplier’s possession, handling or use of Buyer’s Property. To the extent any intellectual property rights owned by or licensed to Supplier is

embodied in, or is otherwise necessary for the intended use of, any Buyer’s Property, Supplier hereby grants to Buyer a fully paid, irrevocable, non-exclusive,

worldwide, perpetual, royalty-free license, with the right to grant sublicenses as necessary for any use of Buyer’s Property, to use such intellectual property

rights.

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

requirements of Service Parts to meet Buyer’s current model Service Parts needs. The prices for current model Service Parts shall be no greater than the prices

set forth in Buyer’s purchase order issued for the same Products used in production, adjusted only for differences in packaging and logistics costs, all as

approved by Buyer. Supplier additionally agrees to supply Buyer’s requirements of Service Parts to meet Buyer’s past model Service Parts needs for a period of

at least 10 years (15 years for Duramax engine Service Parts), or such longer period as may be required by applicable law, after Buyer completes current model

purchases. Unless otherwise agreed to by Buyer, the prices during the first 3 years of this period shall be those in effect at the conclusion of current model

purchases. For the remainder of this period, the prices for Products shall be as agreed to by the parties negotiating reasonably and in good faith; provided that

during any period in which a new price is being negotiated, the most recently agreed to price shall apply. In no event may Supplier raise prices beyond a level

that makes the Products non-competitive or that would impede Buyer’s abiliity to re-sell Service Parts at a fair and marketable price to support the continuing

use and maintenance of its products by its customers. If the Service Parts are systems or modules, Supplier shall sell the components or parts that comprise the

system or module at prices that shall not, in the aggregate, exceed the price of the system or module less assembly costs. It shall be Supplier’s responsibility to

take whatever actions are necessary to enable Supplier to fulfill Buyer’s past model service and replacement parts requirements for the time period set forth

above, and Supplier may not impose an all time buy upon Buyer or charge Buyer for any set-up, tooling, or other costs or fees associated with the supply of

Service Parts without Buyer’s written consent. Without limiting the generality of the foregoing, Supplier shall not discontinue supply of the Service Parts or take

any actions which are likely to adversely affect Supplier’s ability to supply Service Parts without pre-building a sufficient safety stock to ensure an uninterrupted

supply of Purchaser’s requirements of the Products, and without offering Buyer a reasonable opportunity to make an all time buy. Supplier may not impose

minimum order quantity requirements upon Buyer that exceed Buyer’s reasonable supply needs. Upon Buyer’s request, the parties shall enter into a separate

contract for the supply of Service Parts; until such agreement is entered into, the purchase and sale of Products constituting Service Parts shall be governed by

the terms of this Contract.

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

conform to the Specifications and the samples accepted by Buyer and be of at least the same level of quality as such samples, and be merchantable and

suitable for their intended use by Buyer. The duration of the warranty provided by Supplier to Buyer for the Products shall begin on the date of receipt of the

Products by Buyer and end on the latter of expiration of any warranty provided by Buyer to Buyer's end customer applicable to the Products or to the vehicle or

engine into which the Products are incorporated or the expiration of any warranty period provided under applicable law for the Products. The warranties set

forth herein are in addition to any warranties express or implied by law or equity or otherwise made by Supplier.

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

applicable law or in equity. Without limiting the foregoing, in the event that any Products fail to conform to the warranties set forth in this Contract or if

Supplier otherwise breaches any of its other obligations under this Contract, Buyer shall be entitled to recover from Supplier the damages, liabilities, losses,

legal and other professional fees and costs incurred by Buyer and its affiliates, including, without limitation, costs and expenses incurred by Buyer (a) in

inspecting, sorting, testing, repairing or replacing nonconforming Products or nonconforming deliveries; (b) resulting from production interruptions; or (c) in

conducting recall campaigns or other corrective service actions. Supplier shall indemnify, defend and hold harmless Buyer and its affiliates against any claims,

damages, liabilities, losses, costs and expense (including, without limitation, attorneys’ and other professional fees) arising from or relating to Supplier’s

negligence, breach or failure to perform any of its obligations under this Contract.

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

or standards of the countr(ies) of destination (“Applicable Law”), including but not limited to those that relate to the manufacture, labeling, transportation,

importation, exportation, licensing, approval or certification of the Products or services, emissions and other environmental matters, the handling and

transportation of dangerous Products or hazardous materials, data protection and privacy, wages, hours and conditions of employment, subcontractor

selection, discrimination, occupational health/safety and motor vehicle safety. Supplier represents and warrants that neither it nor any of its subcontractors,

suppliers, agents or other associated third parties shall utilize child, slave, prisoner or any other form of forced or involuntary labor, or engage in abusive

employment or corrupt business practices, in the supply of Products under this Contract. At Buyer’s request, Supplier shall certify in writing its compliance with

the foregoing and provide Buyer with any requested documentation to enable Buyer to comply with Applicable Law.

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

proportion to the extent that the Products are the basis for such campaign. For purposes of this section, a campaign includes any special service campaigns,

special policy adjustments or buybacks necessitated by an unusually high failure rate of a Product. Notwithstanding anything to the contrary contained herein,

Supplier shall supply the Products necessary for the recall or other campaign while such recall or other campaign is ongoing.

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

against all claims, damages, liabilities, losses, costs and expenses (including, without limitation, attorneys’ and other professional fees) arising from or in

connection with any injury to persons, including death, or damage to property alleged to have been caused by any malfunction of, or defect in, any Product or

as a result of any act or omission of Supplier, its employees, agents or subcontractors. With respect to any actual, potential, or threatened product liability

claim, demand, suit or action, each party shall: communicate and cooperate with the other to the fullest extent reasonably possible in connection with the

investigation of the facts and circumstances and in any litigation; refrain from taking any position adverse to the interests of the other party; and not, except in

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enforcement of its rights hereunder, institute any claim, action, or proceeding against the other party. Each party shall not disclose to any third parties (except

their affiliates, attorneys, insurers and auditors) any information with respect to the arrangements effected under this section, except as may be required as a

matter of law or in any judicial proceedings involving such party.

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

protecting Supplier and Buyer from claims and liability for injury, death or property damage which arise out of or relate to the use or application of the

Products. In addition, during such period of time in which Supplier possesses, handles or uses Buyer’s Property, Supplier shall maintain adequate

comprehensive general public liability and property damage insurance from reputable and financially responsible insurance companies protecting Supplier and

Buyer from claims and liability for injury, death or property damage which arises out of or relates to the possession, handling or use of Buyer’s Property. Such

insurance must cover claims and liability arising from the use of Products outside of the United States. Supplier shall furnish Buyer with certificates of insurance

for such policies within ten (10) days of Buyer’s written request which shows Buyer and its affiliates as additional insureds under such insurance and states that

Buyer shall receive 30 days' prior written notice of any termination or reduction in the amount or scope of coverage. Supplier's furnishing of certificates of

insurance or purchase of insurance shall not release Supplier of its obligations or liabilities under this Contract.

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

against all liabilities, damages, losses, claims, costs and expenses (including, without limitation, attorneys’ and other professional fees) arising from or in

connection with any claim of infringement of any patent, copyright, trade secret or other proprietary right of any third party by reason of the sale or use of the

Products. Buyer or Buyer’s subcontractor may repair, reconstruct, remanufacture, reflash, or rebuild the Products delivered under this Contract without

payment of any royalty to Supplier. To the extent that this Contract is issued for the creation of copyrightable works, the works are considered “works made

for hire” for Buyer, except to the extent that the works do not qualify as “works made for hire” for Buyer, in which case Supplier hereby assigns to Buyer all

right, title and interest in all copyrights and if lawfully permitted waives all moral rights therein. With respect to any inventions, patents or processes which

Supplier conceives of or develops in connection with the Products, Supplier hereby grants to Buyer a permanent, paid-up, non-exclusive, world wide license,

with a right to sublicense to others, to make and/or use, any processes or products that are encompassed within, or covered by, such inventions, patents or

processes.

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

Supplier shall remain the sole and exclusive property of Buyer (or its suppliers) and Supplier shall not use or disclose such patents, Specifications, samples or

know-how except as authorized by Buyer. Supplier agrees that parts manufactured based on such patents, Specifications, samples or know-how may not be

sold to any person or entity without Buyer’s prior written approval. If Products are packaged, labeled or otherwise distinctively marked to identify them as

Products to be resold by Buyer, Supplier shall not package, label or otherwise mark similar Products sold by Supplier to others such that they become confused

with Products sold by Buyer.

29. Confidentiality. Supplier shall on behalf of itself and its affiliates treat all information and property which it receives from Buyer or its representatives, including,

without limitation, all patents, Specifications, samples, know-how, information, equipment, materials, tools and tooling furnished by Buyer to Supplier under

this Contract, in confidence, not disclose such information or property to any third person (including, without limitation, Supplier’s subcontractors or suppliers)

without Buyer’s prior written consent, not use or sell any such information or property to make more Products than ordered by Buyer. Supplier shall use such

confidential information only for the purpose of filling release authorizations issued by Purchaser, adhere to adequate security measures to ensure the

continuing confidentiality of such confidential information, and return such confidential information, including, without limitation, all copies, summaries and

reports thereof, to Buyer within two weeks following receipt of Buyer’s written request. Buyer may disclose Supplier’s confidential information to affiliates

provided that such affiliates use such confidential information only for the purposes related to this Contract for which it was disclosed. In the event of any

conflict between the terms of this section and the terms of any mutually-executed non-disclosure agreement in effect between the parties, the terms of the

non-disclosure agreement shall prevail.

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

(including Supplier's warranties); (b) states its intention not to perform or otherwise rejects its obligations under this Contract; or (c) fails to make progress in

performance so as to endanger timely and proper delivery of Products, provided that Supplier does not correct such breach, rejection or failure within 10 days

(or such shorter period of time if commercially reasonable under the circumstances) after receipt of written notice from Buyer specifying such failure or breach.

Supplier shall reimburse Buyer for all costs incurred by Buyer in connection with any of the foregoing events, including, without limitation, all attorneys’ and

other professional fees.

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

Contract, at any time and for any reason, by giving written notice to Supplier. Not later than thirty (30) days following Buyer’s termination under this section,

Supplier shall submit a claim for compensation for the following amounts without duplication: the Contract price for all Products that have been completed in

accordance with a release authorization or binding forecast and not previously paid for, and the actual costs of work-in-process and raw materials incurred by

Supplier in furnishing the Products under a release authorization or binding forecast, to the extent such costs are reasonable in amount and are properly

allocable or apportionable under generally accepted accounting principles to the terminated portion of this Contract. Such work-in-process and raw materials

shall be delivered to Buyer if requested by Buyer. Buyer shall not be responsible for finished Products, work-in-process or raw materials fabricated or procured

by Supplier in amounts in excess of those authorized in Buyer’s release authorizations or binding forecasts, or for undelivered Products that are in Supplier's

standard stock or that are readily marketable. In no event shall the compensation paid by Buyer for the cancellation of any Product exceed the agreed-upon

purchase price for such Product. Any amount due to Supplier pursuant to this section shall be reduced by any amount owed by Supplier to Buyer under this

Contract or otherwise. Any payment under this section shall not be deemed a waiver of any of Buyer's other rights arising under this Contract or applicable law.

The foregoing sets forth Supplier’s sole remedy and Buyer’s maximum liability to Supplier in the event of a termination by Supplier under this section. This

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section shall not apply in the event that Buyer terminates this Contract as a result of a breach by Supplier. Buyer shall have access to Supplier’s premises and

records, prior or subsequent to payment, to verify charges supporting a claim under this section.

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

make payments to Supplier, directly or on account of claims by Supplier’s subcontractors, for loss of anticipated profit, overhead, interest on claims,

commitments, investments or expenditures, facilities and equipment rearrangement costs or rental, unamortized depreciation costs, or general and

administrative burden charges from termination of this Contract. The expiration or termination of this Contract shall not relieve either party from any

obligations which have accrued pursuant to this Contract, and any rights and obligations of the parties which are intended to survive the expiration or

termination of this Contract, including but not limited to the rights and obligations set forth in Sections 19-38, shall survive such expiration or termination.

Upon the termination of this Contract, Supplier shall cooperate with Buyer to help avoid production disruptions and to transfer title and possession of the

Products, work-in-process and raw materials that Buyer has the right to acquire from Supplier and return Buyer’s Property and other property of Buyer.

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

directly or indirectly, by merger, acquisition or contribution to a joint venture, without Buyer's prior written consent provided that Supplier’s purchase of raw

materials or standard commercial articles shall not be deemed a subcontract. Buyer may assign this Contract to any affiliate or successor-in-interest of Buyer

without Supplier’s consent. This Contract shall be binding upon and inure to the benefit of the successors and assigns of the parties.

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

creating any other form of legal arrangement which would impose liability upon one party for the act or omission of the other party. Neither party has the

right, power or authority to assume or to create any obligation on behalf of or in the name of the other.

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

the right to require such performance at any time thereafter, nor shall the waiver of either party of a breach of any provision of this Contract constitute a

waiver of any succeeding breach of the same or any other provision. If any provision of this Contract is held by a court of competent jurisdiction to be invalid,

void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

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

“Contract” shall also mean any supplemental terms and conditions that may be issued by Buyer to address special or specific requirements relating to the

purchase of Products and any applicable Supplier Guides. This Contract, including these General Terms and Conditions of Purchase, shall be accepted by

Supplier and become effective upon the first to occur of: (a) the date on which Supplier provides written or electronic acceptance to Buyer, or (b) Supplier’s

commencement of any work or performance under this Contract. Supplier’s acceptance of this Contract shall be expressly limited to the terms of this Contract.

Terms and conditions proposed by Supplier in Supplier’s quotations, acceptances, acknowledgements, invoices or other documents, that are different from or

in addition to the provisions of this Contract are expressly rejected by Buyer and are not a part of this Contract. This Contract and any mutually-executed non-

disclosure agreement in effect between the parties constitute the entire agreement between the parties and supersede all previous or contemporaneous oral

or agreements between the parties with respect to the Products ordered hereunder. This Contract may be modified only by an amendment issued by Buyer.

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

Michigan, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980), as amended, and any

conflict of law provisions that would require application of another choice of law. Any action or proceedings by Buyer against Supplier may be brought by

Buyer in any court(s) having jurisdiction over Supplier or, at Buyer’s option, in the court(s) having jurisdiction over Buyer, in which event Supplier consents to

such jurisdiction and service of process in accordance with applicable procedures. Any actions or proceedings by Supplier against Buyer may be brought by

Supplier only in the court(s) having jurisdiction over Buyer’s principal place of business. In the event that any action at law or in equity is brought to enforce or

interpret the provisions of this Contract, the prevailing party shall be entitled to an award of its reasonable attorneys’ fees in addition to any other relief to

which the prevailing party may be entitled. If a dispute between Buyer and Supplier arises under this Contract, Supplier shall proceed with the performance of

the work hereunder, including the delivery of Products in accordance with Buyer’s release authorizations pending resolution of the dispute.

Isuzu North America Corporation 46401 Commerce Center Drive, Plymouth, MI 48170

www.iszapurchasing.com Revised: 10/1/2018

Purchase Order

Vendor Address: Information:

Vendor Code: C000SL INAC SUPPLIER 1234 ISUZU AVE. PLYMOUTH, MI 48170 Attention: SUPPLIER Email:

Purchase Document No:

Date:

Buyer: Currency: Inco Terms: Payment Terms:

45000XXXXX 01/01/2018 INAC BUYER USD FCA SUPPLIER

xxxxxx

Ship To: Bill To:

ISUZU PRODUCTION PLANT SPARTAN MOTORS CAMPUS Charlotte, MI 48813

ISUZU NORTH AMERICA CORP

46401 Commerce Center Drive

Plymouth, MI 48170

Shipping Instructions:

Item No Material Code Material Description Quantity UOM Unit Price ($) Amount ($) Delivery Date

010 9876543210 TRUCK PART 100 EA 1.2345 123.45 01/25/2018

Grand Total

123.45



TOOLING PURCHASE ORDER

No:

TO: INAC SUPPLIER SOLD TO: Isuzu North America Corporation1234 Isuzu Ave. 46401 Commerce Center DrivePlymouth, MI 48170 Plymouth, MI 48170Attn: Email:

DATE TERMS FOB REF #DELIVERY

DATE ACCT# DEPT. #

QTY P/N DESCRIPTION UNIT PRICE AMOUNT$0.00

Payment made upon full PPAP approval

TOTAL $0.00

REMARKS INVOICE TO: Isuzu North America CorporationAttn: Purchasing Department46401 Commerce Center DrivePlymouth, Michigan 48170

REFERENCE: P.O. Number :

MANAGER DATE

Tooling

Isuzu North America Corporation 46401 Commerce Center DrivePlymouth, MI 48170-2473 Rev. 10/01/2018 734-455-7595

734-455-7452 Fax

5 - 1 Issued 6/01/2005 Revised 10/01/2018

PAYMENT

Production Parts

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

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

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

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

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

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

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

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

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

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

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

5 - 2 Issued 6/01/2005 Revised 10/01/2018

Adjustments • Individual Price Adjustment memos and individual Quantity Adjustment

memos are created as they arise. • Quantity Adjustments are created as a result of shipping errors, plant

receiving errors or supplier quality issues. • Price Adjustments are issued as a result of a price change.

Tooling and Special Parts

Basic Conditions • This policy applies to Tooling or Special parts ordered by a manual purchase

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

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

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

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

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

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

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

6- 1 Issued 6/01/2005

Revised 10/01/2018

CLAIM PROCEDURES

Basic Policy

The supplier is responsible for the condition of the parts shipped/delivered to an INAC facility. INAC is not able to verify the condition of the parts until they arrive at our facility.

Types of Claims

Quality Claim – Non-Conforming • This policy applies to non-conforming parts that include, but are not limited to,

discrepancies or problems with:

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

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

to issuing a Corrective Action Request (CAR).

• Prior to issuing the CAR, Supplier Quality Assurance (SQA) should contact the supplier by telephone, notify the supplier of the problem and discuss immediate actions to be taken. A CAR form will then be issued by e-mail to supplier representative that has been identified for starting the corrective action response and associated activities.

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

shipment should be inspected, certified and uniquely labeled or identified per SQA request (Isuzu colored tag).

◊ The supplier must decide whether the non-conforming parts(s) should be (1) returned via a Returned Material Authorization (RMA)

6- 2 Issued 6/01/2005

Revised 10/01/2018

at the supplier’s expense, or (2) scrapped at the supplier’s expense using an RMA number authorizing the disposition.

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

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

supplier’s expense.

� A manual purchase order will be issued. The Production Plant will determine if a manual purchase order is necessary to immediately replace the non-conforming parts.

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

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

supplier including any associated downtime costs incurred.

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

Packaging and Container Claims • A packaging claim will be issued when the customer has verified that the

supplier’s action or inaction has caused a non-conformance. For example, parts or material that were inadequately secured in the container and arrive at the plant damaged.

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

expenses/costs associated with the non-conformance. Shipping Non-Conformance • A shipping claim will be issued when the supplier has caused shipping or

transportation related non-conformity.

6- 3 Issued 6/01/2005

Revised 10/01/2018

Shortage of Parts or Misdelivered Parts • If INAC discovers missing or misdelivered parts, one of the following two

actions will be taken:

◊ Require the Supplier to replace the misdelivered parts at the supplier’s cost.

� A manual purchase order will be issued. The Production Plant will determine if a manual purchase order is necessary to immediately replace the misdelivered parts.

◊ Require the Supplier to supplement the short delivered parts at the supplier’s cost.

� A manual purchase order will be issued. The Production Plant will determine if a manual purchase order is necessary to immediately replace the short delivered parts.

Over shipment of Parts • In the case of an over shipment, INAC will work directly with the supplier to

decide the best way to handle the over shipment. The two most common options are:

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

expense.

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

6- 4 Issued 6/01/2005

Revised 10/01/2018

Split Shipments • If the supplier splits a shipment, the supplier will be held financially

responsible for the transportation costs of the additional shipment(s). Isuzu will pay the cost of transportation for one shipment per order, with the exception of full truck load commodities.

Late Shipments

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

responsible for the expedited freight. Unauthorized Freight Carrier • Itochu/INAC provides detailed routing instructions to all suppliers.

• Suppliers, who utilize a carrier other than the carrier designated by

Itochu/INAC, will be held financially responsible for the variance in actual freight expense incurred.

Freight Damage All freight damage claims will be addressed directly with the carrier.

Standard Claim Package

Claim packages sent by INAC Purchasing will include a copy of all supporting documentation:

◊ Supplier Cost Recovery Form ◊ Man-hours for plant personnel ◊ Third party service invoices ◊ Cost of other parts damaged as a result of non-conforming parts ◊ Other costs relating to the non-conformance which include but are

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

◊ Corrective Action Request (CAR) form ◊ A pre-numbered acknowledgement copy of the letter to be signed

and returned to INAC by the listed due date ◊ Other relevant supporting documentation ◊ Claim package may include an administrative fee from the

Customer’s Manufacturing site for processing the claim.

6- 5 Issued 6/01/2005

Revised 10/01/2018

• If the signed acknowledgement or an appeal response is not received by the

due date (approximately 30 days from the date of the letter), the claim amount will be automatically deducted from the next scheduled supplier payment.

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

Manager of Purchasing.

Repeat Product Quality Concern Claim

For those non-conformance quality issues that reoccur after the first CAR has been resolved and closed, there will be a penalty fee assessed. Supplier shall be notified of the penalty fee via the Supplier Cost Recovery form that will be submitted along with the claim package. In addition to the potential items for chargeback listed above, the supplier will be assessed an administration fee of:

1. First repeat occurrence after the initial CAR is closed: Up to Two times the administration fee of $100.00 2. Second repeat occurrence after the initial CAR is closed: Up to Four times the administration fee of $100.00 3. Third repeat occurrence after the initial CAR is closed: Up to Ten times the administration fee of $100.00

In addition, the Customer may require an on-site corrective action review at Supplier’s manufacturing site where the issue(s) occurred and how the supplier intends to correct the parts/delivery concern and verify the actions implemented are effective.

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

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

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

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

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

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

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

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

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

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

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

Payment

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

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

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

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

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

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

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

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

Amortization

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

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

are “amortized”. ◊ Tooling Quote ◊ PPC Charts

• Supplier will keep title of ownership for amortized tools.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

TOOLING FORMS**

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

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

DATE:SUPPPLIERNAME: PROJECT:

TRANSFER DATE:

EFFECTIVE DATE:

FULL ADDRESS, CITY STATE COUNTY

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

-$ US DOLLARS

XPURCHASING MANAGER APPROVAL SIGNATURE

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

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

(Street Address)

TRANSFER FROM:

TOOLING NOTICE

SUPPLIERCODE:

SUPPLIERINVOICE #:

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

X

ISUZUTOOL# PART#

TOOLTYPE ** MOD NEW

TRANSFER TO:

SUPPLIERCODE:

SUPPLIERNAME:

TOOLLOCATION:

SUPPLIER APPROVAL SIGNATURE

TITLE

TOOLNAME

MODELYEAR

Buyer or Scrap DealerNAME:

ADDITIONAL INFORMATION FOR DISPOSAL

PURCHASEPRICE

PPAPDATE

(Street Address)

SALES DATE:SUPPLIERCODE:TOOLLOCATION:

SUPPLIERNAME:

LOCATION

NO

AMORTIZED

YES

ACQUISITION DISPOSAL TRANSFER


TOOLING ASSET WEIGHT AND LOG

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

ASSET NUMBER:

Asset Weight

_______ lbs.

ASSET NUMBER:

Asset Weight

_______ lbs.

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

TOOLING MAINTENANCE AGREEMENT

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

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

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

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

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

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

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

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

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

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

2

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

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

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

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

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

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

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

_________________________________________ [NAME OF SUPPLIER]

By: _____________________________________

Title: ____________________________________

Date:____________________________________



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

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

Name of Supplier

Material of Part


Weight of Part kg



Pieces(s) per carName of Subcontractor:

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

Injection Type of MachineMolding

Cycle Time: /sec

Compression Pieces per Shot /shotMolding

Number of Tool

Vacuum Molding Material of Tool

Blow Molding Weight of Tool kg

Extrusion Tool Life shotsMolding Lead Time

(Weeks)

Others Tool Number: Estimated Tool Cost ($)

0 1 2 3

Estimate

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


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

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

Sketches of

1 2

Production Process


0

Component Part NumbeComponent Part Name 1

2

3



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

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

Name of Supplier

Material of Part


Weight of Part kg



Piece(s) per carName of Subcontractor:

Prototype or Volume Proto V.P.Ite Production Process

Type of Machine

Number of Tools

Pieces per Size of Tool (mm)

Weight of Tool Estimated Tooling Cost ($)

Est. Date of Compl

m Shot (kg) 0 1 2 3

Estimate

1 Eval.

Estimate

2 Eval.

Estimate

3 Eval.

Estimate

4 Eval.

Estimate

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



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

Sketches of

1 2 3

Production Process

4 5 6


0

Component Part Number Component Part Name 1

2

3

www.iszapurchasing.comIssued: 6/01/05

Updated: 2/01/16


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


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

123456789

10111213

Var.Total:

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

123456789

10111213

- Production Volume Lead Time: Supplier Signature:

Title:

Remarks:

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

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

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

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

INAC TOOLING QUOTATION SHEET


Total Tooling Cost:

8 - 1 Issued 6/01/2005 Revised 10/01/2018

ENGINEERING CHANGES

Basic Policy

• Engineering changes can be requested from several different sources including supplier, manufacturing personnel, quality engineers, or design engineers.

Documents and Definitions

• Engineering Change Request (ECR)

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

• Engineering Change Notice for Drawing (CND)

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

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

• Engineering Change Summary (ECS)

◊ Document that is released with a drawing which shows changes made to the Engineering Parts List. Also can reference CND change number. ECS is recognized by a number series (Alpha, Alpha, Alpha, Number, Number), i.e. HAJ01.

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

• Supplier Engineering Change Response Form (SCR)

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

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

8 - 2 Issued 6/01/2005 Revised 10/01/2018

• Supplier Request Sheet (SRS or Deviation Request)

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

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

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

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

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

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

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

• CR(VA) Proposal

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

Document Combinations and Flow

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

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

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

• Negotiation of the Engineering Change involves: ◊ Determining a possible changeover date of the parts. This is

the date the supplier has new parts (reflecting the change) available for shipment.

◊ Determining the PPAP requirements and submit date.

8 - 3 Issued 6/01/2005 Revised 10/01/2018

◊ Determining if a Production Trail Run (PTR) is required and deciding quantity of parts and date of shipment along with any special labeling for parts/containers.

• After negotiations are completed, Supplier is responsible for informing INAC Purchasing of changeover timing ASAP. Timing should be communicated using the Supplier Engineering Change Response Form. This form should indicate lead-time, PPAP submit date and ship date to INAC. The form should be signed, dated and sent back to the commodity buyer indicated and the Supplier Quality representative.

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

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

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

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

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

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

8 - 4 Issued 6/01/2005 Revised 10/01/2018

ENGINEERING CHANGE FORMS

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

PROTOTYPE

PRE-PROD

PILOT

Originated By: Authorized By:

ITCA Authorization

Date Originated:

SUBJECT: Department Code:

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

C/M WILL DEFER PASS REJECT

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

DATE:

FILING #:

CODE #:

COMPANY:

NAME:

S/CARQTY/ MONTH

E CLOSE

C TEMPORARY CLOSE

R OPEN

PROJECTED: ECS NUMBER:

DETERMINED:

1 CAUSE TYPE: PROJECTED DRAWING RELEASE DATE:

2 DESIGN STANDARD: NONE COMPLETE

3 DATE TO ISSUE: / /

4 WEIGHT (KG)

5 INVESTMENT A:

6 COST B:

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

8 TRANSFERRED ECR#: ECR NUMBER:

9

COST

PILOT NEEDED

ENGINEERING CHANGE REQUEST

PROJECT:

FOR SUPPLIER USE:

FOR ISUZU USE:

RESERVED FOR BAR CODE

DEPARTMENT PASSED TO

DST

PDCASTATUS CODEDATE

Y N

EFFECTIVE DATE

PROSPECT

STATUS



Supplier Engineering Change Response Form February 1, 2016

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

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

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

ISUZU RESPONSIBILITY SUPPLIER MUST FILL IN THE BELOW COLUMNS

Current Part

Number

New Part

Number Part

Name Change Status

Production Readiness

Timing

PPAP Submission

Date Estimated Ship Date

Inventory of Old Part until Changeover

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

These items required for Purchase Order

Due Date: ECS# Drawing#

http://www.iszapurchasing.com/

mailto:[email protected]


SUPPLIER REQUEST SHEET Isuzu North America Corporation Purchasing Date

Print Manager Name Print Buyers Name / /

PE / Engineer Receipt

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

/ /Subject:

PART NAME PART NUMBER

MODELQUANTITY

(Current/Drawing) (Proposal)

Content

of

Request

Reason for this Request / Corrective Action

SQA Engineer Recommendation Signature/Date

Manager

Signature/Date

ITCA Product Engineer Recommendation Signature/Date

Manager

Signature/Date

INAC Purchasing Comment Signature/Date

Manager

Signature/Date

INAC Commercial Vehicle Production Comment Signature/Date

Manager

Signature/Date

Final Disposition: Senior/ General Manager-Purchasing and Quality Approved Rejected

Signature: Date:Revised: 06/29/18

Routing: Supplier⇒Quality⇒ITCA Prod/ Engineering⇒INAC PurchasingÞINAC CVP

Once completed, please e-mail to: [email protected]

SHIPPING END DATESHIPPING START DATE & DO#

Supplier Responsibility Isuzu Responsibility


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

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

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

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

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

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

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

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

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

MODEL CHANGE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

INCLUDE □ D / M / Y APPROVAL APPROVAL

SEPARATE □

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

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

ISZ INHOUSE

DWG.

CHAN

GE S

TATU

S

( CURRENT )

MAKERCODECONTACTOR

ABILITY

TARG

ET

( US$・ EURO・ BHT/￥）

MODEL

CHAN

GE

COND

ITIO

NCH

ANGE

ME

THOD

INTE

RCHA

NGE

AB

ILITY

EFFE

CTIV

E TI

MING

FIN

AL

JUDG

EMEN

TS$・EURO・BHT/￥

EVAL

UATI

ON / D

ESIG

N IN

CHAR

GE 'S

COM

MENT

COST

EFFE

CTIV

E

RELA

TED

GROU

P

CR COST / UNI

US$・EURO・BHT/￥

EVAL

UATI

ONGR

OUP

EFFE

CTIV

EEX

PECT

ATIO

N

US$・ EURO・ BHT/￥ S$・ EURO・ BHT/￥

RCHASING INCRG(

S$・EURO・BHT/

PROP

OSAL

( CR PROPOSAL )


RW0

CR PROPOSAL

9-1 Issued 6/01/05 Revised 10/01/18

NOTIFICATION OF CHANGES

Required Documents

• SUPPLIER is required to notify INAC of any changes to the parts they supply, the part production process, production location, shipping FOB location, company contact information, and any other such changes that affect parts supplied or business communication.

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

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

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

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

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

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

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

Purchasing after the supplier receives an ECS/CND from Isuzu. See Engineering & Model Change tab section for details.

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

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

9-2 Issued 6/01/05 Revised 10/01/18

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

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

9-3 Issued 6/01/05 Revised 10/01/18

FORMS FOR NOTIFICATION OF CHANGES

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

Supplier Profile

Company Name: Supplier Code:

Revision Date: Program/Model Code:

Commodity:

Sales Contact: Title:

Address: Phone:

Fax:

E-Mail:

Quality Contact: Title:

Address: Phone:

Fax:

E-Mail:

Engineering Contact: Title:

Address: Phone:

Fax:

E-Mail:

A/R Contact: Title:

Address: Phone:

Fax:

E-Mail:

Remittance Address: ABA:

Account:

Dun & Bradstreet:

Prototype Contact: Title:Address: Phone:

Fax:

E-Mail:

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

Payment Information (2nd Day 2nd Month):

Updated: 1/1/2018www.iszapurchasing.com 1 of 2

Parent Company:

Quality Certifications(such as TS16949):

EDI Capability? (Y/N) EDI Contact

Shipping Location:

Contact: Title:

Address: Phone:

Fax:

E-Mail:

Shipping Location:

Contact: Title:

Address: Phone:

Fax:

E-Mail:

Shipping Location:

Contact: Title:

Address: Phone:

Fax:

E-Mail:

Shipping Location:

Contact: Title:

Address: Phone:

Fax:

E-Mail:

Plant Locations:

Additional Supplier Information:

Private

Company Stock

Public

Updated: 1/1/2018www.iszapurchasing.com 2 of 2

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

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

1. CHANGE PART INFORMATION

Part Number(s) Part Name Part Classification

Emission (Regulation) Part

General Part

2. DETAILS OF PROCESS CHANGE

( )

DESCRIPTION OF CHANGE

PURPOSE OF CHANGE

1) In case of sub-supplier change, please explain new sub-supplier roughly.

2) You can attach another sheet to explain for detail.

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

3) Inspection StandardReliability TestPPAP SubmissionFirst Shipment of Changed Part/PTR

To :

INAC Comments

Date: Approved Isuzu INAC Supplier Quality will audit your process

No Isuzu INAC audit, however, supplier internal audit is recommended

Submit PPAP / Due Date : ISUZU Supplier Quality Signature

Note:

ISUZU Engineering Signature

Rejected, INAC does not permit this change.

Note:

ISUZU Purchasing Signature

ISUZU Manufacturing Signature

Est'd Completion Date

PCR Tracking No :

Welding Heat Surface Mold, Press Machining

Casting, Forging Assembly Sub- Other


PROTOTYPE

PRE-PROD

PILOT

Originated By: Authorized By:

ITCA Authorization

Date Originated:

SUBJECT: Department Code:

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

C/M WILL DEFER PASS REJECT

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

DATE:

FILING #:

CODE #:

COMPANY:

NAME:

S/CARQTY/ MONTH

E CLOSE

C TEMPORARY CLOSE

R OPEN

PROJECTED: ECS NUMBER:

DETERMINED:

1 CAUSE TYPE: PROJECTED DRAWING RELEASE DATE:

2 DESIGN STANDARD: NONE COMPLETE

3 DATE TO ISSUE: / /

4 WEIGHT (KG)

5 INVESTMENT A:

6 COST B:

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

8 TRANSFERRED ECR#: ECR NUMBER:

9

COST

PILOT NEEDED

ENGINEERING CHANGE REQUEST

PROJECT:

FOR SUPPLIER USE:

FOR ISUZU USE:

RESERVED FOR BAR CODE

DEPARTMENT PASSED TO

DST

PDCASTATUS CODEDATE

Y N

EFFECTIVE DATE

PROSPECT

STATUS



Supplier Engineering Change Response Form February 1, 2016

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

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

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

ISUZU RESPONSIBILITY SUPPLIER MUST FILL IN THE BELOW COLUMNS

Current Part

Number

New Part

Number Part

Name Change Status

Production Readiness

Timing

PPAP Submission

Date Estimated Ship Date

Inventory of Old Part until Changeover

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

These items required for Purchase Order

Due Date: ECS# Drawing#


mailto:[email protected]



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

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

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

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

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

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

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

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

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

MODEL CHANGE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

INCLUDE □ D / M / Y APPROVAL APPROVAL

SEPARATE □

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

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

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

ISUZU CUSTOMS OPERATIONS

North American Free Trade Agreement (NAFTA)

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

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

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

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

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

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

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

NAFTA Certificate – H.S. Tariff Classification

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

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

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

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

Free Trade Agreements General Provisions

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

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

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

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

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

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

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

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

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

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

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

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

CUSTOMS FORMS &APPENDIXS

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

DEPARTMENT OF THE TREASURYUNITED STATES CUSTOMS SERVICE

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

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

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

FROM:

TO:

TAX ID NUMBER:

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

TAX ID NUMBER: TAX ID NUMBER:

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

CLASS # CRITERION COST ORIGIN VALUE

I CERTIFY THAT:

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

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

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

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

12A. AUTHORIZED SIGNATURE: 12B. COMPANY:

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

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

Customs Form 434 (121793)

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

CERTIFICATE OF ORIGIN

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

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

Field 3: Producer Name and Address Tax Identification Number:

Field 4: Importer Name and Address Tax Identification Number

Field 5: Description of Good(s)

Field 6: HS Tariff

Classification Number

Field 7: Preference

Criterion

Field 8: Producer

Field 9: Regional

Value Content

Field 10: Country of Origin

Field 11: Certification of Origin I CERTIFY THAT:

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

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

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


Company Name

Name (Print or Type)

Title

Date (MM/DD/YY)

Telephone / Fax

Field 12: Remarks

C-TPAT Expectations for Foreign Suppliers

March 2016

APPENDIX A

C-TPAT Expectations for Isuzu Suppliers

2

Table of Contents

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

5. Education & Awareness Training 9


3


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

Isuzu Technical Center America, Inc. (Collectively Isuzu)

C-TPAT Expectations for Suppliers Background

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

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

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

ISUZU reserves the right to conduct background investigations on manufacturers

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


4

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

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

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

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

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

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

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

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

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

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

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


5

2. Physical Security

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

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

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

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

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

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

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

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

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

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

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

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

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

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


6

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

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

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

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

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


7

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


8

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

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

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

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

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

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


9

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

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

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

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

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

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

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

ISUZU

II

Security Self –Assessment For Suppliers

APPENDIX B

ISUZU

II


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

Isuzu Technical Center America, Inc. (Collectively Isuzu)

SSeeccuurriittyy SSeellff--AAsssseessssmmeenntt ffoorr SSuupppplliieerrss

Facility Under Review: Date:

Respondent Name: Respondent Title:

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

1. Procedural Security

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

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

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

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

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

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

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

procedures?

ISUZU

II

2. Physical Security

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

and protect from outside intrusion?

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

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

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

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

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

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

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

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

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

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

facility?

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

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

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

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

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

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

ISUZU

II

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

3. Access Controls

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

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

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

areas?

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

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

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

warehouse?

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

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

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

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

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

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

ISUZU

II

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

4. Personnel Security

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

contract) pre-screened before employment?

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

□ □ □ □

□ □ □ □

4.3 Are photographs of employees held on file?

5. Education and Awareness Training

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

awareness?

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

facility or information

□ □ □

□ □ □

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

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

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

11 - 1

Issued 6/01/2005

Revised 10/01/2018

ITOCHU AUTOMOBILE AMERICA, INC.

Transportation

• Itochu Automobile America, Inc. (IAAI) designated carrier will take delivery of parts

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

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

production levels, volumes and geographic locations of plant sites. • Manual purchase order shipments will be handled on a case by case basis. • Supplier’s designated plant location of pick-up will be scheduled at the same time on

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

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

logistics cost charged to the supplier and will also affect supplier’s delivery rating. • In the event that supplier is not able to meet the established pick-up schedule, the

carrier will be issued instructions to proceed to the next scheduled supplier immediately, and the supplier will be held financially liable for any and all transportation cost and detention charges.

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

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

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

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

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

• Specific plant designation for shipments going to Isuzu/Spartan in Charlotte, MI must have the correct address and specific plant designation on the “Ship To”.

• Bills of Lading should be prepared by Isuzu suppliers and must include a description of the material to be transported along with NMFC freight classification code.

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

11 - 2

Issued 6/01/2005

Revised 10/01/2018

• Although IAAI accepts the financial responsibility for authorized shipments, it will not

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

• Any questions or concerns regarding freight routing instructions can be direct to: Chuck Ave: Phone 765-449-9601: E-mail [email protected] Jill Shaw: Phone 765-474-6225: E-mail [email protected] After hours contact is: Chuck Ave at 765-631-2061

Parts Transportation Contact

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

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

12-1 Issued: 6/01/2005 Revised: 10/01/2018

QUALITY REQUIREMENTS

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

Concept for Quality Assurance

• All parts and materials supplied to INAC must meet or exceed the stated or implied quality requirements.

• INAC suppliers must manage and maintain their production processes and production system, while constantly improving the quality of their products or materials. Continuous improvement is expected not only in quality, but also in cost and delivery. Quality management systems of suppliers should meet or exceed current industry standards such as IATF/TS16949, ISO9001 or VDA 6.

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

◊ Quality measured in PPM (Parts Per Million of unacceptable parts shipped) and number of incidents (concerns) issued.

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

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

◊ Process audits will be conducted per APQP information. ◊ System audits will be conducted to IATF/TS16949 or

ISO9001 requirements. ◊ In serious situations, INAC reserves the right to request a

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

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

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

◊ Process capability (Ppk) must be achieved to a minimum level of 1.67 Ppk for PPAP and 1.33 Cpk for on-going production, where required.

Production Part Approval Process

• An approved PPAP must be completed before the first shipment of production parts. PPAP sample parts must be made with production tooling and process; and be run at a rate established for production. PPAP’s must

12-2 Issued: 6/01/2005 Revised: 10/01/2018

be in English as well as the language of the people to use the information. Documents in all languages must be submitted if more than English is used. Example: Mexican Suppliers would submit both Spanish and English documentation.

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

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

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

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

• All engineering changes require a new PPAP submission to verify that the design change intent has been achieved. If a part has multiple changes included in one engineering change, all changes need to be made at the same time.

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

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

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

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

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

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

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

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

12-3 Issued: 6/01/2005 Revised: 10/01/2018

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

Production Controls

• Production controls need to be established to prevent, or at a minimum, detect an unacceptable part or condition. Once an unacceptable part is removed from the production process it should be isolated to prevent inadvertent re-entry into the acceptable part flow. First In, First Out (FIFO) handling should be standard with traceability provided or certified as required.

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

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

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

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

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

Product Concern and Corrective Action • A product “Corrective Action Request” (CAR) e-mailed or a telephone call will

advise you of a problem and the severity. Once you receive your CAR notification, a 24 hour clock begins for containment and initial response.

• You may be asked to come to the assembly plant or warehouse to assist in creating or maintaining a breakpoint/cleanpoint.

• Your product concern CAR will not be closed until INAC has received a CAR response by e-mail. Detailed supporting data proving the root cause and the countermeasures taken along with verification of action taken are required.

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

immediately but no later than 24 hours after notification. ◊ Breakpoint and containment will then be achieved that can be

maintained without suspect material reentering the parts flow system. Tagging of the boxes/container is also required.

◊ An initial root cause must be determined with a countermeasure put in place to completely eliminate the root cause.

◊ Permanent root cause(s) and actions taken should then be documented along with verification methods communicated to verify action(s) implemented are effective.

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

12-4 Issued: 6/01/2005 Revised: 10/01/2018

• The supplier is responsible for the quality of all sub contracted parts no matter the source, including Isuzu Directed Buy, or ownership.

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

Packaging • All parts must be shipped in containers that will prevent damage to the parts. • Production parts must be shipped in packaging that was documented during

PPAP approval. ◊ Packaging Proposal Form and Instructions – Isuzu or Supplier form

• Special Shipping Instructions: All non production parts must be clearly identified as being: non production parts.

• A breakpoint indicator ID needs to be placed on all of the shipping units to clearly identify the shipment as a breakpoint and the reason for the break point. A bright green tag or sheet should be used and contain the required information. The green tag shipment criteria may be found in the Forms Section of the INAC purchasing website www.iszapurchasing.com

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

produce this part must be maintained for the requirements below from the end of production. These documents must be available for review by INAC.

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

12-5 Issued: 6/01/2005 Revised: 10/01/2018

QUALITY FORMS**

1. Supplier Warrant of Material for Production Approval 2. PPAP Submission Checklist 3. Process Change Request (PCR) form 4. Production Trail Run (PTR) form 5. Supplier Request Sheet (SRS) 6. Corrective Action Request (CAR) form 7. Packaging Proposal Form and Instructions

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

SUPPLIER WARRANT OF MATERIAL FOR PRODUCTION APPROVAL

TO: Part Number:

Isuzu North America Corporation Part Name:

Drawing Number:

Engineering Change Summery # (ECS#):

PHONE: Weight per Part: Lb. kg.

FAX:

Please check appropriate boxes.

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

New Part - Initial Submission Engineering Change(s) Tooling Change

Correction to Discrepancy Change in Subcontractor Change in Mfg. Method

Others-please specify

2. This is to warrant that the samples produced are representative of our parts and have been made to Isuzu Japan approved drawings

and Engineering specifications from specified material(s), on regular production tooling, with no operations included which shall not be

incorporated in regular production processing.

3. The inspection results for all dimensions, specifications and laboratory tests such as chemical, physical, metallurgical etc., show that

samples meet all requirements. YES NO

If NO, the variations are noted on the checked prints or laboratory results records. Laboratory tests data was/will be submitted Isuzu North America Corporation (INAC)

Date

I certify that the samples have been produced and checked in accordance with the requirements and that the items shown on the following

Submission Checklist are available with appropriate supporting documentation for review or submission to INAC when requested:

Warrant Form Meterial Performance Test Results Measurement System Analysis Studies

Product Sample Process Capability (Ppk) Check Appearance Approval Report

Drawing Production Process Flow Diagrams Master Sample

Checked/Balooned Drawing Production Process Control Plan Others:

Dimensional Results Process FMEA Note:

Material Certifications Checking Fixture Certification

Supplier Name: Supplier Code:

Supplier Manufacturing Location:

(street address)

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

Phone No.:

(authorized signature)

Fax No.: E-mail:

(print name)

Date:

(title)

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

Full Production Approval ISUZU NORTH AMERICA CORPORATION

Limited Production Approval (Details/Expiration Date): ___________________________________________________________________________

Rejected (Reason): _______________________________________________________________________________________________________

Date: ____________________________

Control No. Isuzu Signature:

Submitted Items

1 3


Form Revised: JUNE 2018

The following items are a guideline to complete a PPAP submission:

1) "X" marks in checklist below indicate all required documents that are to be included for a default Level 3 Submission. Please place check mark indicatingyour included documentation in the Supplier column. If this is an ECR/Deviation, the Isuzu SQA will determine the documents required for submission.

2) Please save all files (including checklist) into a single .zip file indicating corresponding Tab # in the beginning of each folder and file name &

submit via e-mail to recipients shown at bottom of the checklist.

Option: Insert all documents into the corresponding Tab #s (worksheets) below within this Excel file.

* NOTE: ISUZU incoming e-mail size limit is 10MB. For larger sizes, you can use an online service like: www.filemail.com

Supplier

Tab # PPAP Submission Requirement Details PPAP SOP

Data

Included

(check)

✓

Notes

1 Submission Checklist List with check (X) marks for required documentation, as applicable, to Pilot,

PPAP, or SOP stages / Deviation or ECR change.X X

2 Checked drawing with all characteristic dataLatest ISUZU Japan approved drawing with numbered balloon callouts next to

each dimension / specificationX

3 Dimensional Results (6 pieces)

Dimensional results (corresponding to numbered balloon callouts in checked

drawing above) from 6 PPAP production sample parts below. Chart listing ref

#, spec., tolerance, actual results, and OK/NG.

X

4PPAP Production Master Sample Parts (3

pieces)

Each of the 3 parts shall be tagged (1,2,3) to correspond to its dimensional

results (1,2,3) above. Ship 2 (with hardcopies of checked drawing and results

in box) to ISUZU plant. ISUZU SQA may arrange to visit supplier before

shipment. Keep 1 as Master Sample below at Supplier facility.

X

5 Master Sample 1 of the above 3 PPAP production sample parts retained by supplier X6 Material Certification Part Material Certification / Test Results X7 Performance Test Results Part Performance Test Results X

8 Qualified Laboratory Documentation (if applicable)Labs that performed Material Test/Certification and/or Performance Tests, or

that certified the devices that supplier used to perform in-house testsX

9 Appearance Approval Report (if applicable) Appearance Approval Report (AAR) copy, signed by ISUZU SQA X

10 Production Process Flow Diagram X11 Production Process FMEA X12 Production Process Control Plan X

13Warrant of Material for Production Approval

(Note 1)10 digit ISUZU part number and part name shall be indicated. X

14 Characteristic Matrix and Inspection StandardSpecial/Critical/Safety Characteristic's identified on print and measurement

method to be used in production process (s/c, c/c, safety, etc.) form submittedX

15 Measurement System Analysis StudiesGage R&R shall be ≤10% (per AIAG average and range method), or ≤20%

(per ANOVA method). Gage R&R % greater requires Isuzu SQA approval.X X

16 Initial Process Capability (Ppk) CheckPpk shall be ≥1.67. Submit results for largest, practical initial run (at least 30

parts)X X

17Checking Fixture Performance Data (if

applicable)Check fixture certification X

18 Packaging Approvals (primary, back-up)Copies of ISUZU Approved Packaging (Returnable & Expendable, as

applicable)X

Note 1 -- Warrant form available at: http://www.iszapurchasing.com/ISZA_Purchasing/Forms_Library_main/Forms/Warrant of Material for Production Approval.xls

Type

PPAP Submission Checklist

E-Mail PPAP Documents to:TO:[email protected]

For Questions, please contact:James Race - Supplier Quality Analyst

[email protected] Cell: 517 667 0686Pengcheng Li - Supplier Quality Assurance Engineer

[email protected] Phone: 734 582 9474Bill Smith - Sr. Supplier Quality Assurance Engineer

Ship Tagged PPAP Master Sample Parts to: James Race(notify James Race via e-mail with tracking information and ETA)James RaceSupplier Quality AnalystIsuzu North America Corporation (INAC)c/o Spartan Motors Plant #121023 Reynolds RoadCharlotte, MI 48813Cell: 517 667 0686

PPAP submission checklist - Sample

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

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

1. CHANGE PART INFORMATION

Part Number(s) Part Name Part Classification

Emission (Regulation) Part

General Part

2. DETAILS OF PROCESS CHANGE

( )

DESCRIPTION OF CHANGE

PURPOSE OF CHANGE

1) In case of sub-supplier change, please explain new sub-supplier roughly.

2) You can attach another sheet to explain for detail.

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

3) Inspection StandardReliability TestPPAP SubmissionFirst Shipment of Changed Part/PTR

To :

INAC Comments

Date: Approved Isuzu INAC Supplier Quality will audit your process

No Isuzu INAC audit, however, supplier internal audit is recommended

Submit PPAP / Due Date : ISUZU Supplier Quality Signature

Note:

ISUZU Engineering Signature

Rejected, INAC does not permit this change.

Note:

ISUZU Purchasing Signature

ISUZU Manufacturing Signature

Est'd Completion Date

PCR Tracking No :

Welding Heat Surface Mold, Press Machining

Casting, Forging Assembly Sub- Other


INAC/ITCA

Production Trial RunCommunication Form

Change Leader: Ph #: Date Initiated: (this form)

Mfg. Site PTR Coor: Ph #: Plant:

Part Name: Part #

YES NO

Supplier: ECR/AAS: Is change irreversible?

Model / RPO / Applic / Model Yr

Change Description and Special Instructions (e.g. 1. Operations / processes which need careful observation, 2. Is change irreversible?

Risk mitigation plan developed? [back-up or prototype tooling, inventory banking, ETR, etc. required?])

Assembly Contact

Person coordinationg the PTR

Name

Customers have been notified:

Material Procurement

YES NO Description of Pkg. Material Procurement Representative

Special Packaging? Name

note: contact change leader if you have technical questions Sequence Facility Representative notified:

Requesting:

PTR Readiness

PTR # (if applicable) PTR Quantity Anticipated Mat'l Available Date:

YES NO

[Build Readiness Review] Ready to Build? X

PTR Coordinator designate: Print Name Signature

Assembly Plant PTR Evaluation * PTR Success: YES YES, Except as Noted Below: NO

X

PTR Date &

Comments

Plant Signature

Plant Signature

Plant Signature

Plant Signature

Plant Signature

Plant Signature

Quality

Director

Manager

Production

Manufacturing Engineering

Materials

Spartan Charlotte

CH

AN

GE

LE

AD

ER

MA

TE

RIA

LA

SS

EM

BL

YP

TR

CO

OR

DIN

AT

OR

Asm Plt Approval:

Part Number QuantityPart Number Quantity Part Number Quantity

ROS #

.

4

3

2

1

5

7





/ /Subject:


MODELQUANTITY


Content

of

Request



Manager

Signature/Date


Manager

Signature/Date


Manager

Signature/Date


Manager

Signature/Date







Date Issued F SERIES TRUCK

Supplier Name/Location/Splr. Code

Part Number

Part Description

Nonconformance Description

(reference any attached photos)

Nonconformance Quantity INFORMAL

RMA # for Credit

Disposition: Return or Scrap ? If applicable or rework request

Return Address for Part Analysis

Fed Ex/UPS/Other Account Number For return of parts to your facility

Other Parts Potentially Affected: Part Number

Breakpoint Identification Use Isuzu Green Tag on box

Shipping Date/Tracking Number Shipping date & tracking number of shipment

Lot # (if any) Lot number for certified parts

Case / Box Number # (if any) If applicable to identify case/boxes

Certification Marking Method Marking on part showing inspection was done

Breakpoint Identification For First Shipment Only (Isuzu Green Tag on box)

Lot # (if any) Lot # for this first shipment

Form Dated:1/01/18

Corrective Action RequestIsuzu: Following Section for Isuzu Supplier Quality Input Information

Description

FORMAL

NGAS TRUCK

Supplier: Please provide the following requested information within' the next business day.

You can utilize your own internal corrective action format if it covers all the information below.

Temporary Countermeasure/Containment Description:

Supplier: Please provide the following requested information within 2-3 weeks (or revised timing, when applicable)

Permanent Countermeasure/Actions Taken:

Verification Method for Actions Taken:

If available, please attach any supporting information (internal CAR report, presentation, photos, etc.)

Root Cause(s):

Isuzu North America Corporation NEW PACKAGING

PACKAGING PROPOSAL FORM CARRY - OVER

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

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

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

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

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

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

Number of boxes in unit load length:

Number of boxes in unit load width:

Number of boxes in unit load height:

Trailer unit load stacking factor:

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

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

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

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

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

Revised 10/1/18


ISUZU NORTH AMERICA CORPORATIONPACKAGING PROPOSAL INSTRUCTIONS

Supplier / Part Data1. Supplier Name: Full supplier name

2. FOB Location: Please indicate the shipping location of the part.

3. Supplier Code: Each supplier is assigned a supplier code between 001 and 999 beginning with a C. Example: C250

4. Model: This part is being supplied on the Isuzu N-GAS commercial truck.

5. Model Year: The model year this proposal is being completed for: 2012MY

6. SOP: Start of Production is April 2011.

7. Part Name: A brief description of the part in question.

8. Part Number: The Isuzu part number for which this form is filled out.

9. Qty per Standard Pack: The standard number of pieces per box or the smallest shipping unit. Usually the number of parts in one plastic or one corrugated container. Could also represent the number of pieces in one bulk box or steel rack.

Empty Box info only1. Color: The color of the empty container material (example, brown for corrugated box)

2. Material: The type of material that the expendable container is made from (example –cardboard)

3. Dunnage/Divider: Does the package require a divider, microfoam, cardboard slip-sheets, craft paper, etc.?

Part Picture and Specification 1. Length: The length of the part (inches)

2. Width: The width of the part (inches)

3. Height: The height of the part (inches)

4. Picture: Insert a picture or a drawing of the part.

5. Special Characteristics: E-coat, zinc, clear anodize, etc.

Standard Pack Proposal 1. Standard Pack: The smallest shipping unit. Usually the number of parts in one plastic container or one corrugated container. It could also represent the number of pieces in one bulk box or steel rack.

2. Length: The length of one container (inches).

3. Width: The width of one container (inches).

4. Height: The height of one container (inches).

5. Picture: Insert a picture of the container proposed.

Unit Load Proposal1. Unit Load: The number of parts on one pallet, bulk box or rack. Also called the basic order quantity.

2. Length: The length of the pallet, box or rack. (inches)

3. Width: The width of the Unit Load. (inches)4. Height: The height of the Unit Load. Maximum height is usually approximately 53 inches including pallet (44” for export). This allows for double stacking in a standard trailer. (inches)

5. Cubic In.: The number of cubic inches per unit load. (L x W x H)

6. Cubic Ft: The number of cubic feet per unit load. ((L x W x H) / 1728))

7. Picture: A sketch of how the containers will fit on a pallet

8. Empty Pallet Information Only

a. Pallet Length: The length of the empty pallet (inches)

b. Width: The width of the empty pallet (inches)

c. Height: The height of the empty pallet (inches)

d. Color: Color of the pallet

e. Material: The type of material from which the expendable pallet is made.

9. Number of boxes in unit load length: The number of SNP containers that fit in the long dimension of the pallet. i.e.: a 24” x 15” container & a 48” x 45” pallet = 2 containers in the unit load width.10. Number of boxes in unit load width: The number of SNP containers that fit in the width dimension of the pallet. i.e.: a 24” x 15” container & a 48” x 45” pallet = 3 containers in the unit load width.

11. Number of boxes in unit load height: The number of layers of standard pack containers in a Unit Load.12. Trailer unit load stacking factor: The number of Unit Loads that can be stacked on top of one another. If Unit Load height were approximately fifty inches then the unit load stacking factor would be two.

13. Total number of pieces per unit load: Total quantity of pieces per unit load shipment.

14. Std Pack (Box Qty):

15. Boxes per U/L: (multiply 9 x 10 x 11 above)

16. Part Weight: Weight (in pounds) of a single part

17. Empty Box Wt.: In pounds

18. Dunnage Weight: The weight (in pounds) of all dunnage used in a single container.

19. Full Box Wt.: The weight (in pounds) of the container, parts and dunnage as ready to ship.

20. All Boxes: The weight (in pounds) of all parts, dunnage, and containers in the unit load.

21. Empty Pallet: The weight (in pounds) of the empty pallet.

22. U/Load Weight: (Add 20 + 21 above in pounds)

Sign-Off1. Supplier must sign-off on the information being submitted for packing approval.

2. After approval, ISZA will also sign-off the packaging proposal form.

Revised 10/1/18