supplier requirements manual - customer specific requirements

Issue: 3 5/25/2010 1

SUPPLIER REQUIREMENTS

MANUAL

Supplier Requirements Manual

Issue: 3 5/25/2010 2

TABLE OF CONTENTS 1. Introduction .................................................................................................................................................. 3

Purpose of this Manual:.........................................................................................................................................3 Scope: .................................................................................................................................................................3 Responsibility: ......................................................................................................................................................3

2. Doing Business with Anixter Fasteners ............................................................................................................. 4 2.1 Understanding Anixter Fasteners Customer Base................................................................................................4 2.2 Supplier Code of Conduct.................................................................................................................................4 2.3 Social Accountability........................................................................................................................................4 2.4 Business Practices ...........................................................................................................................................5

3. Quality System Requirements.......................................................................................................................... 7 3.1 Quality Planning..............................................................................................................................................7 3.2 Quality Records...............................................................................................................................................7 3.3 Material Traceability ........................................................................................................................................7

4. Supplier Selection & Approval.......................................................................................................................... 8 4.1 Capability Assessment .....................................................................................................................................8 4.2 Quality (Business) System Assessment..............................................................................................................8

5. Requirements Communication...................................................................................................................... 10 5.1 Supplier Quality Manual ................................................................................................................................. 10 5.2 Purchase Orders ........................................................................................................................................... 10

6. Packaging, Labelling, and Shipping ................................................................................................................ 10 6.1 Packaging Requirements................................................................................................................................ 10 6.2 Labelling Requirements.................................................................................................................................. 11 6.3 Revisions...................................................................................................................................................... 11

7. Part Qualification ......................................................................................................................................... 12 7.1 Production Part Approval Process (PPAP)......................................................................................................... 12 7.2 Substance of Concern Certification (RoHS, REACH, IMDS) ................................................................................ 13 7.3 Initial Sample Inspection Report ..................................................................................................................... 13

8. Management of Change................................................................................................................................ 14 8.1 Notification ................................................................................................................................................... 14 8.2 Types of Change........................................................................................................................................... 14 8.3 Qualification of Change.................................................................................................................................. 14

9. Corrective Action.......................................................................................................................................... 15 9.1 Methodology – 8D......................................................................................................................................... 15 9.2 Chargeback .................................................................................................................................................. 17

10. Monitoring and Improvement ...................................................................................................................... 18 10.1 Supplier Scorecard ...................................................................................................................................... 18 10.2 Improvement Plans ..................................................................................................................................... 19

11. Emergency Contact Information & Confirmation of Agreement................................................................ 19 Automotive Industry Specific Requirements........................................................................................................ 20 SUPPLIER AGREEMENT CONFIRMATION............................................................................................................ 21 Supplier Recharge Debit Note ........................................................................................................................... 22 Referenced Documents .................................................................................................................................... 23 STANDARD CONDITIONS OF PURCHASE ........................................................................................................... 24


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1. Introduction Anixter Fasteners is part of Anixter International Inc and specialises in the supply of industrial fasteners and ‘C’ class components to the OEM (Original Equipment Manufacturers) market through a series of stock management services and product delivery systems. Anixter International Inc was formed in 1957 and through its strong pioneering approach, innovations and strategic acquisitions quickly established itself as one of the world’s leading high-volume logistics companies. Today Anixter Fasteners delivers high quality customised supply chain solutions to an impressive portfolio of the world’s leading manufacturers through a network of Customer Service and Distribution Sites. Being part of Anixter International Inc also means that benefits associated with this relationship are available to Anixter’s customers. By operating within the global infrastructure of the Anixter organisation, Anixter Fasteners is ideally placed to leverage and scale an inventory of over $1 billion spread across a network of some 271 locations in 52 countries. For companies with multi-manufacturing operations spread across continents, Anixter Fasteners has the resources to support and implement its supply chain solutions for multi-national OEMs, both large in size and complex in nature, as well as more locally placed manufacturers.

Welcome to Anixter Fasteners.

Purpose of this Manual: The purpose of this manual is to define the quality (Business) requirements for obtaining and retaining business with Anixter Fasteners. It also contains the tools that will be commonly used to make certain our supply base is continually improving to avoid disruptions and non-conformance costs. At Anixter Fasteners, we believe the implementation of this manual’s requirements will not only reduce the supplier’s risk of supply disruptions, but will also mutually benefit both organizations in increased competitiveness and future success.

Scope: The requirements of this manual apply to all suppliers of production components, finished goods, and process aids used in the manufacture of Anixter Fasteners products or for supply to Anixter Fasteners customers. Products not incorporated into the finished goods sold by Anixter Fasteners are not covered by this manual. Any questions of applicability should be directed to your Anixter Fasteners contact(s) for resolution.

Responsibility: It is the responsibility of the supplier to review, understand, and implement the requirements of this manual as part of the acceptance of purchase orders from Anixter Fasteners. The supplier should obtain any listed reference documents to ensure full compliance with requirements. Anixter Fasteners Technical Service Team will maintain the


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documentation of these requirements, and provide communication to suppliers upon its update through its purchasing organization.

2. Doing Business with Anixter Fasteners

2.1 Understanding Anixter Fasteners Customer Base

Anixter Fasteners works with suppliers who deliver the best quality, value, service while exhibiting a high commitment to ethical conduct and social accountability. Anixter Fasteners is a global supplier of fasteners and ‘C’ class components to a wide range of industries. Our main customers are Original Equipment Manufacturers (OEM’s) in the automotive industry together with their 1st and 2nd tier supply base. We supply world class manufacturers such as Ford, Jaguar, Harley Davidson, PACCAR, Ducati, McLaren, JCB, CNH and 1st tier such as Trane, Johnson Controls, Arvin Meritor etc.

2.2 Supplier Code of Conduct

Anixter Fasteners selects business partners who follow workplace standards and business practices that are consistent with our company’s values. These requirements are applied to every supplier of Anixter Fasteners.

2.3 Social Accountability Anixter Fasteners selects business partners who comply with local law and internationally acceptable fair and safe labour practices. An outline of some of the general requirements is contained below, but is subject to local law. Anixter Fasteners will cease all business activities with suppliers failing to comply with local law and/or internationally acceptable fair and safe labour practices, whenever it identifies such non compliances during any stage of the business cycle with the supplier. 1. Child Labour: No workers under the age of 15; minimum lowered to 14 for countries operating under the

ILO Convention 138 developing-country exception; immediate remediation of any child found to be working.

2. Forced Labour: No forced labour, including prison or debt bondage labour; no lodging of deposits or

identity papers by employers or outside recruiters. 3. Health and Safety: Provide a safe and healthy work environment; take steps to prevent injuries; regular

health and safety worker training; system to detect threats to health and safety; access to bathrooms and potable water.

4. Freedom of Association and Right to Collective Bargaining: Respect the right to form and join trade unions and bargain collectively; where law prohibits these freedoms, facilitate parallel means of association and bargaining.

5. Discrimination: No discrimination based on race, caste, national origin, religion, disability, gender, gender

identity, sexual orientation, union or political affiliation, or age; Sexual harassment is strictly prohibited. 6. Discipline: No corporal punishment, mental or physical coercion or verbal abuse.


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7. Working Hours: Comply with the applicable law but, in any event, no more than 48 hours per week with at least one day off for every seven day period; voluntary overtime paid at a premium rate and not to exceed 12 hours per week on a regular basis; overtime may be mandatory if part of a collective bargaining agreement.

8. Compensation: Wages paid for a standard work week must meet the legal and industry standards and be

sufficient to meet the basic need of workers and their families; no disciplinary deductions. 9. Management Systems: Facilities seeking to gain and maintain certification must go beyond simple

compliance to integrate the standard into their management systems and practices.

2.4 Business Practices

Business will be awarded by Anixter Fasteners based on strategic and total cost basis, not based on low piece price cost. To abide with fair and ethical practices, Anixter Inc considers discussions between our suppliers/prospective suppliers as private matter between two parties and is kept confidential. We expect our suppliers to abide by the same principle. Interactions involving our customers and suppliers should only take place with Anixter Fasteners authorized representation and only as it relates to Anixter Fasteners business matters. Use of Anixter Fasteners’ name or any parts of the Anixter organisation is strictly forbidden in advertising, brochures or presentations without written authorization of Anixter‘s law department. Business Hold Suppliers may be placed under business hold based on approval from Procurement group for the following reasons: • Poor Quality performance (improper quality issue resolution, repeat quality failures, repeated failure to meet

the set quality goals) • Delivery performance (responsible for repeated supply disruptions, repeat failure to meet set delivery goals) • Unethical or unprofessional business conduct: Anixter Fasteners reserves the right for legal action for

unethical or unprofessional business conduct by its suppliers Not limited to the following examples: • Trading Anixter Fasteners confidential information with competitors • Poaching Anixter Fasteners business from its customers • Billing fraud or intentionally inflating the shipment quantities on packing slips • Manipulating industry accredited material specifications on material certifications • Attempting to provide Anixter Fasteners employees with unacceptable gifts, entertainment services and

gratuities in return for business favours Enquires Anixter require a quotation in line with the following time scales, unless otherwise stated or agreed in writing: 1 to 10 Items -2 Days


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10-50 Items- 5 days 50-200 Items- 7 days 200-500 Items- 10 Days The timescale is based upon receipt of the details required from which to provide a quotation. The Commercial Analyst should be contacted should the Supplier need to discuss the quotation timescale. Purchase orders Our standard business terms and conditions are incorporated as an Appendix in this document. The delivery date is our in-house receipt date; product must be received at our shipping location on or up to 3 days before this date. NOT PREV MONTH?? The price on our Purchase Order must be same as the price invoiced please, note the shipping address on each Purchase Order; the product must be shipped accordingly to that address. The quantity ordered by Anixter Fasteners must be delivered in one single unit, unless otherwise directed in the Purchase Order with release/schedule dates. Anixter Fasteners Buyers must approve partial shipments, if it is not directed in the Purchase Order. The supplier should refer to any special notes included in the purchase order and needs to comply with the special notes. Bill to/Invoice address is also shown in our purchase order, our standard payment terms are 120 days net. Payment terms or early settlement discounts outside of the standard can be negotiated and approved locally. Suppliers are required to confirm the acceptance of our Purchase Orders within 48 hours of its receipt, through faxed or emailed acknowledgements. Proactive processing and supplier communication of new part numbers Global and regional partners must provide updates on status of following process design and shipment plans on all new business opportunities provided to them, with following timings: Tooling Completion: 40% completion of the agreed lead time Production Date: 60% completion of the agreed lead time Shipment Date: 80% completion of the agreed lead time The above steps shall be reported to the relevant Anixter Fasteners buyer in advance. Invoicing It is the supplier’s responsibility to verify that the information present in the purchase order is correct. All invoices need to include the following: • Purchase order number • Purchase order line number • Description of the product supplied • Applicable weight of the shipment • Extended price


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3. Quality System Requirements Suppliers shall be compliant with an industry recognized quality standards such as ISO9000:2000, ISO/TS16949 or other Anixter Fasteners specified management systems. Certification by an accredited third party registrar/certification body is required, and will be a factor considered in award or continuation of business with Anixter Fasteners. Any change in a third party approval/certification status must be communicated to Anixter Fasteners. Anixter Fasteners will not recognise Quality Management System Certification if it does not provide evidence of international recognition such as UKAS, RAB, TUV etc. It is Anixter Fasteners expectation that suppliers should operate and maintain environmental systems in line with ISO14001 and ISO18001.

3.1 Quality Planning Suppliers must follow an Advanced Product Quality Planning (APQP) system based product / process development methodology with an output of quality plans (i.e. work instructions, control plans, visual controls, etc.) that produce a consistent high quality component or finished good upon scale up of product within the manufacturing facility the first time. Qualification requirements will be detailed further later in this manual. Suppliers are to regularly analyze trends in their performance to identify opportunities for continuous improvement project implementation. Trend analysis is to include feedback from Anixter Fasteners through supplier report cards and corrective action requests.

3.2 Quality Records Suppliers must retain all quality system records for a minimum of 3 years. Production Part Approval Process (PPAP) records must be retained for the duration of supply plus 1 year. Items marked on the drawing as Control Items or Safety Critical records must be retained for 10 and 15 years respectively. This includes records of process control and traceability which are vital to any required failure analysis.

3.3 Material Traceability Suppliers must maintain traceability of finished goods back to raw material lot numbers and manufacturing records which include details of the operators, equipment, maintenance performed, and changes implemented that could have had impact on the product’s performance.


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4. Supplier Selection & Approval 4.1 Capability Assessment The selection and approval process to become a supplier to Anixter Fasteners includes a self profile and capability assessment. During the capability assessment the Anixter Fasteners Supply Chain Development Team will review management and financial strength, business processes, cost position, as well as manufacturing and design capabilities.

4.2 Quality (Business) System Assessment Suppliers are required to complete a management system self assessment form using the AF New Supplier Form upon request by Anixter Fasteners representatives. This assessment provides Anixter Fasteners with an overview of the structure and performance of the key business processes used by the supplier to manage their business. Typically this assessment will be used as part of the supplier selection process, but may also be used to obtain updates on supplier capabilities throughout the supply relationship. Once the self assessment is completed, Anixter Fasteners Supplier Development Team may choose to perform an on-site audit. The on-site audit will be a validation of the scores on key business processes selected by Anixter Fasteners. Following the on-site audit, the ratio of the scores of the self assessment to the on-site assessment will be used to adjust the overall supplier management system assessment score. It is in the best interests of Anixter Fasteners and the supplier to be as accurate as possible in scoring so that both companies are aware of strengths and weaknesses in the supply relationship.

Agreements Financial Insurance PPM Quality Additional Logistics

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The maximum score that can be achieved by a Supplier is 160

Classification Global Partner 100 -160 Must score in Finance & Insurance Regional Partner 70 - 99 Must score in Finance & Insurance Preferred 50 - 69 Must score in Finance & Insurance


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Approved 40 -49 Non Approved -40 Do Not Use Companies who score between 50 & 140 but have no Product Liability Insurance in place will only be classified as Approved. Following capability and management system assessment, Anixter Fasteners sourcing and Technical Services will make a decision on the acceptability or not of the supplier to be awarded the business. Some suppliers will be accepted with conditions that must be addressed before award of business. Upon approval, suppliers will be added to the Approved Supplier List.

Suppliers shall have a documented Supplier Selection and Approval Process in place for all sub suppliers and sub contractors used for production materials and services.


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5. Requirements Communication

5.1 Supplier Quality Manual General supplier requirements are contained within the Anixter Fasteners Supplier Quality Manual (this document) and within the Conditions of Purchase included on our Purchase Orders. Supplier compliance with this manual is a requirement of doing business with Anixter Fasteners. Performance of suppliers in meeting these requirements will be assessed on an ongoing basis, and will be a factor in supply strategy.

5.2 Purchase Orders Product specific requirements will also be communicated on Purchase Orders and schedules. Product drawings and specifications called out on Purchase Orders specify characteristics that affect the fit, form, and function of the product. Product configuration will be specified by the prints and/or referenced specifications, in addition to the configuration specified by the part number.

6. Packaging, Labelling, and Shipping Country of origin must be labelled on the product in accordance with the laws of the shipping, in-transit, and receiving countries. In general, suppliers should ensure that the product packaging and pallet unit are capable of passing International Safe Transit Association (ISTA) requirements. Specifically, shipping packages should be tested to the ISTA 1A requirements. Non-compliance will result in refusal of transportation charges back to the shipper and a chargeback penalty fee as well.

6.1 Packaging Requirements Due to health & safety requirements we will not accept any individual package over 15kg (33lb) (40lb allowed in USA) in weight or as specified by Anixter Fasteners operations group. Large product supplied in bulk shall either be shipped in a suitable stillage or securely shrink wrapped on a Euro Pallet adequately protected to prevent damage in transit. Small products shipped in boxes of no greater weight than 15kg (33lb) in weight shall be stacked on a Euro Pallet and securely shrink wrapped to prevent damage in transit.


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Where required product may be supplied in returnable containers (KLTs) the type and style shall be agreed prior to order placement and such product shall be identified with the agreed format of Odette labels. Multiple items in a shipment container must be separated based on individual part numbers and stacked vertically, so that all items are accessible and visible from the top of the container.

6.2 Labelling Requirements Each box must contain a carton label that includes purchase order number, item number, description, country of origin, Purchase Order number and Anixter Fasteners ship to address. It should also include a code 39 bar code shipping label. Barcode must provide following information: • Part number • Purchase Order number • Quantity Label location must be applied at side of the carton. Label size must be 4 inch by 4 inch (101mm x 101mm) with bar codes at least 5/16 inch high (8mm). Shipping Advanced shipping notices must be sent at least 48 hours prior to delivery. Each shipment must have a packing slip containing the following documentation: • Supplier name and address • Ship to location • Purchase Order Number • Contents - quantity and description of a part • Fasteners part number • Manufacturers lot number • Applicable weight • Country of origin In case of assemblies, product content associated to country of origin or manufacture needs to be documented. Example: Fitting assembly: 20% of contents made in China, 80% of contents made in USA. Anixter Fasteners approved/recommended shipping carriers and freight forwarders must be used for shipments. Please contact the regional Anixter Fasteners, Transportation groups for guidance regarding the above matter.

6.3 Revisions Any revisions to product requirements will be communicated through Anixter Fasteners’ purchasing organization, or through revision levels called out on Purchase Orders or Material Schedule. It is the supplier’s responsibility to review Purchase information to ensure that up-to-date revisions of product requirements are utilized by their manufacturing.


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7. Part Qualification As Anixter Fasteners supply a wide range of customers there are three basic submission levels that will be specified at the enquiry stage and confirmed by the Purchase Order: • 7.1 - Production Part Approval Process (PPAP) Level 3 • 7.3 - Initial Sample Inspection Report (ISIR) • Commercial Standard (no submission documents

required)

7.1 Production Part Approval Process (PPAP) When specified in the enquiry and/or on the Purchase Order Anixter Fasteners requires that sourced products, components, and materials be approved prior to use in production. The approval process is completed using the Production Part Approval Process (PPAP) according to the AIAG (Automotive Industry Action Group) standard. The required PPAP default submission level is Level 3. Listed below are elements of a Level 3 PPAP submission. Design Record: Anixter Fasteners or supplier engineering drawing. Critical to quality (fit, form, or function) requirements shall be identified. Any authorized engineering changes that have not been recorded on the design record should also be communicated in the PPAP package. Customer Engineering Approval: Anixter Fasteners Engineering shall sign-off on supplier provided engineering drawings. Design FMEA: shall be supplied if the supplier is responsible for the product design. Suppliers should use the AIAG FMEA standard format. Process Flow Diagrams Process FMEA: suppliers should use the AIAG FMEA standard format. Control Plan: suppliers should use the AIAG APQP standard format. Measurement System Analysis: linearity or bias (accuracy analyses) and gauge R&R studies (precision analyses) are required for gauges, measurement, and test equipment. The AIAG MSA standard should be referenced by the supplier. Dimensional Results: measurements from bulk production are required with a minimum of 6 samples provided with the submission, inclusive of 3 pieces from each mould cavity as applicable. All dimensions called out on the print must be measured as part of first article inspection. Cpk studies must be completed on significant characteristics with a minimum of 30 data points for each characteristic. Until Anixter Fasteners returns a signed PSW to the supplier or signed ISIR/PPAP approval/rejection form, all shipments to Anixter Fasteners of that part will be in “hold” status to quarantine them from unintended use. Material/Performance Test Results: material certifications and performance test results must be provided to show compliance to design record requirements.


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Initial Process Study: critical characteristics must have a Cpk >1.67. Characteristics with Cpk <1.67 must have tightened quality controls to ensure defectives are not escaping to Anixter Fasteners or their end use customers. Qualified Laboratory Documentation: typically this is a certification to ISO17025 (Guide 25) requirements, or other industry specific laboratory certification. Certain customers require A2LA certified laboratories to be used this will be identified on the Supplier Capability Document included with the enquiry package. Appearance Approval Report: reference the AIAG APQP standard. Sample Product: minimum of 3 pieces from each cavity for moulded products or 6 pieces for forged or turned products. Minimum of 3 manufacturing lots for Cpk studies to capture inherent manufacturing process variation. Master Sample: 1 piece from each cavity. Product is to be retained by the supplier after written approval is obtained from Anixter Fasteners. A master sample should be retained after changes that fall under the Management of Change criteria below. Checking Aids Customer Specific Requirements: supplier must retain records showing compliance to Anixter Fasteners specific or Anixter Fasteners customer specific requirements. Part Submission Warrant: reference the AIAG PPAP Manual.

7.2 Substance of Concern Certification (RoHS, REACH, IMDS) Anixter Fasteners suppliers are required to provide hazardous substance certification (i.e. RoHS) on homogenous components of parts supplied. Laboratory certification test results should be obtained by an accredited 3rd party, and need to show the concentration level (typically weight percent) of the hazardous substance within the homogenous component. Anixter Fasteners will also require supplier reporting of weight percent of specified hazardous substances within databases including REACH, International Material Data Sheet (IMDS), or other material databases as required by Anixter Fasteners or its customers. Upon identification of any hazardous substance restriction non-compliance, it is the responsibility of the supplier to properly notify and contain affected product. Any customer or governmental penalties associated with supplier non-compliance will be passed by Anixter Fasteners to the supplier.

7.3 Initial Sample Inspection Report When specified in the enquiry package and/or on the Purchase Order Anixter Fasteners expect: • A full dimensional report on 6 samples these samples to be provided together with the submission • A marked up drawing • Material report together with supporting certification • Coating report together with supporting certification • Statement on RoHS, REACH etc as applicable Once the submission has been accepted, the supplier guarantees that they will not change manufacturer without prior written approval from Anixter Fasteners.


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8. Management of Change

8.1 Notification Anixter Fasteners must be notified in writing at least 60 days in advance of manufacturing process or product changes initiated by the supplier for all parts supplied under PPAP/ISIR conditions. This notification is not intended to stifle continuous improvement efforts, but is intended to provide enough time for Anixter Fasteners to complete sufficient qualification of the change according to Anixter Fasteners internal or customer specified requirements. This will reduce the risks of causing supply disruptions due to fit, form, function impacts resulting from a product or manufacturing process change.

8.2 Types of Change The following types of change require notification to Anixter Fasteners. These types of change are in alignment with the AIAG Production Part Approval Process (PPAP) requirements for design qualification and change management. 1. Use of other construction or material than was previously approved part or process. 2. Production from new or modified tools (except perishable tools), dies, moulds, patterns, etc. including

additional or replacement tooling. 3. Production from tooling and equipment transferred to a different plant site or from an additional site. 4. Production following upgrade or rearrangement of existing tooling or equipment. 5. Change of supplier for parts, non-equivalent materials, or services (e.g. heat treating, plating). 6. Product produced after the tooling has been inactive for volume production for 12 months or more. 7. Product and process changes related to components of the production product manufactured internally or

manufactured by suppliers. 8. Change in test/inspection method - new technique or acceptance criteria. 9. New source of raw material or purchased finished goods from new or existing supplier. In order for suppliers to adequately manage change for our businesses, it is expected that these change notification requirements are also communicated to the suppliers’ subcontractors for implementation.

8.3 Qualification of Change Upon receipt of change notification, Anixter Fasteners will communicate with the supplier what the requirements for change qualification will be. In general, suppliers will be required to complete a level III PPAP for qualification of any changes determined to have potential impact on fit, form, or function; however, the qualification requirements are at the discretion of the Anixter Fasteners receiving plant Regional Quality Manager. The supplier will be required to produce evaluation samples of the product incorporating the change in order to compare performance of before and after change as part of the approval process. Until approval is given by Anixter Fasteners, changed product must be adequately segregated and quarantined by the supplier to avoid inadvertent shipment before change approval. Anixter Fasteners will provide documented approval, request for correction, or follow-up information as needed to enable successful qualification within the shortest time possible. Suppliers are encouraged to work with Anixter Fasteners representatives as needed to address any qualification concerns that should arise during this process.


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9. Corrective Action

9.1 Methodology – 8D Anixter Fasteners suppliers must maintain an effective closed loop corrective and preventive action system, used when process or product non-conformances are identified to have occurred or have the potential to occur. When supplier non-conformances are identified within an Anixter Fasteners business unit, and are determined to be significant or repetitious in nature, a Corrective Action Request (CAR) will be initiated. Determination of when a CAR will be issued is the responsibility of the Anixter Fasteners business unit. Feedback from the supplier shall be within the Anixter Fasteners provided format and shall follow Anixter Fasteners 8D closed loop Corrective Action requirements. Anixter Fasteners supplier 8D instruction illustrates Anixter Fasteners requirements. It is expected that the supplier be responsive with regard to status and information requests. The Anixter Fasteners Corrective Action request process is as follows: • Non-conformance identified by Anixter Fasteners or a customer of Anixter Fasteners • Anixter Fasteners Buyer or Quality Engineer will issue a CAR to the supplier • Supplier will supply containment response to Anixter Fasteners within 24 hours • Supplier will supply root cause and corrective action response within 7 calendar days • Supplier will provide evidence of effectiveness of corrective actions within 21 calendar days Corrective Action responses shall include: Define the Problem: Anixter Fasteners will provide an initial problem statement with other related information including test data and photos when available. The supplier should be pro-active in obtaining further detail from the Anixter Fasteners Buyer, when necessary. Additional information could include the status of samples, a further understanding of the product application, or further information including lot codes and defect rates. Identify Team: It is expected that CARs are to be investigated and resolved by cross-functional teams. The leader of the 8D is typically the process owner. This contact name should be communicated to the Anixter Fasteners. Containment and Impact of Similar Products/Processes: It is expected that the supplier communicate Containment Actions aimed at protecting Anixter Fasteners and our customers from repeat issues within 24 hours of being notified of the issue. Actions should identify responsible person and due date. Suspect material should be identified, labelled, and segregated internally. Quarantine and containment actions must consider product in site inventory, distribution centres, in-transit, or at customer locations. Detections should be added and kept in place until permanent corrective actions are in place and determined to be effective. Product supplied to Anixter Fasteners prior to corrective action implementation should be identified to show that the product has been subjected to containment actions.


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Dis

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Yes No

8 Discipline Process: GlobalKeyKey

The Team ApproachThe Champion or Team Leader will organise a team of people with process / productknowledge, time, authority and the required technical skills to solve the problemandimplement corrective actions.

The Team ApproachThe Champion or Team Leader will organise a team of people with process / productknowledge, time, authority and the required technical skills to solve the problemandimplement corrective actions.

Describe the ConcernIt is very important to ensure that the problem is correctly describedas, all other decisions are derived from this point.

Describe the ConcernIt is very important to ensure that the problem is correctly describedas, all other decisions are derived from this point.

Containment ActionsDefined and implemented to isolate the effect of the problemfrom anyinternal or external customeruntil corrective actions can be determined.

Containment ActionsDefined and implemented to isolate the effect of the problemfrom anyinternal or external customeruntil corrective actions can be determined.

Define the Root Cause(s)All potential causes, which could explain why the problem occurred need to beidentified. A likely root cause or causes should be concentrated on to developaction plans.

Define the Root Cause(s)All potential causes, which could explain why the problem occurred need to beidentified. A likely root cause or causes should be concentrated on to developaction plans.

Is thelikely cause a root

cause?.

Is thelikely cause a root

cause?.

Implement Permanent Corrective ActionsThe optimum corrective actions will be defined and implemented in atimely manner. On-going controls are chosen to ensure root cause iseliminated.

Implement Permanent Corrective ActionsThe optimum corrective actions will be defined and implemented in atimely manner. On-going controls are chosen to ensure root cause iseliminated.

Verification of corrective actionsIt must be confirmed that the selected corrective actions are effective andefficient in eliminating the problem, that the actions do not cause anyundesireable side effects and that potential for recurrence is controlled.

Verification of corrective actionsIt must be confirmed that the selected corrective actions are effective andefficient in eliminating the problem, that the actions do not cause anyundesireable side effects and that potential for recurrence is controlled.

Prevent RecurrenceAs and when appropriate, the management systems, including processmaps and work instructions , visual aids are updated to communicateactions.

Prevent RecurrenceAs and when appropriate, the management systems, including processmaps and work instructions , visual aids are updated to communicateactions.

Congratulate your teamRecognise the collective efforts of the teamand communicate thesuccess to all relevant parties.

Congratulate your teamRecognise the collective efforts of the teamand communicate thesuccess to all relevant parties.

Verify the selected potential causesby testing and analysing the data.

Verify the selected potential causesby testing and analysing the data.

The global 8 D format and numbering system will becontrolled via the Proquis software.

The global 8 D format and numbering system will becontrolled via the Proquis software.


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Root Cause: It is expected that the supplier communicate detail of the evaluation, root causes, and contributing factors within 7 days of being notified of the issue. Investigation can begin before samples are received by reviewing defects found in containment, evaluating process paperwork, and inspecting on-going production. Identification of root causes should include reviewing the non-conformance, the detection failure, and the system failure. Root causes should be numbered and should align with corrective actions listed later. The root cause should be validated through experimentation (turn the issue on/off), in complex product quality issues designed experimentation of variables will be required. Choose and Verify Permanent Corrective Action: It is expected that the supplier report short and long term corrective action plans with 7 days of being notified of the issue. Actions should identify responsible person and due date, and should directly relate to previously identified non-conformance, detection, and system root causes. Work instructions, control plans, FMEAs, process inspection checklists, visual work standards, and other quality documentation should be considered for updating. Training of affected team members should be completed. Implement Permanent Corrective Action: It is expected that the supplier report a plan to validate short and long term corrective action plans with 7 days of being notified of the issue. Actions should identify responsible person and due date, and should be quantitative in nature. (i.e. C=0 sample plan, AQL 1.0 will be used to audit the next 3 production lots). Implementation dates and lot codes should be identified. A follow-up date should be identified. Plans should verify that the root cause and defect have been eliminated, not only that the correction action was implemented. Preventive Actions / Mistake Proofing: It is expected that the supplier report preventative actions or mistake proofing methods identified within 7 days of being notified of the issue. Action should identify responsible person and due date. Document any additional tooling or process changes that will prevent mistakes from occurring. If no reasonable mistake proofing / poke yoke method can be identified, note that the evaluation was completed with no additional control identified and a non-operator dependant error detection system must be implemented. Verification of Implementation and Effectiveness of Corrective Actions: It is expected that the supplier report verification of corrective action effectiveness within 21 days of being notified of the issue. Results should be quantifiable results of verification activity (Cpk=1.5, 0 defects out of 30 random samples, etc). If defects are found in verification activity, 8D process must be started again from the beginning. If successful verification results are obtained, the PAR can be closed.

9.2 Chargeback Non-conformances on product supplied to Anixter Fasteners can have a large affect on deliveries and product performance. To help mitigate customer down time Anixter Fasteners reserves the right to use internal or 3rd party resources to sort or rework product. This labour will be charged back to the supplier. Anixter Fasteners also reserves the right to charge back downtime, additional freight, increased inspection, overtime, late deliveries, scrap, equipment repair, and customer penalties and any other charges using the Supplier Recharge Debit Note (see Appendix 2). This list is not all-inclusive.


Issue: 3 5/25/2010 18

Anixter Fasteners administration charges for verified supplier concerns are: Administration charge - £50 GBP ($75 USD) Anixter hourly rate - £10 GBP ($15 USD) Mileage - £0.50 GBP ($1 USD) Airfare, Subsistence, Third Party Processing, Premium Parts (replacements), Customer Charges will be charged at cost. Copies of invoices shall be provided.

10. Monitoring and Improvement

10.1 Supplier Scorecard Anixter Fasteners continually monitors and ranks suppliers using a supplier scorecard. The output of the supplier scorecard is used by the Sourcing and Quality teams to determine opportunities to grow business and to determine opportunities for supplier improvement or removal. Anixter Fasteners classify our suppliers into the following categories: Global Partner – Score 100 – 160 must score in Financial Stability & Insurance categories on the Risk Assessment ISO9001 as a minimum TS16949 preferred for manufacturers able to supply parts globally, right first time, on time at an acceptable cost. Service Level Agreement (SLA) or Memorandum of Understanding (MOU) between Anixter and the supplier in place or under development. Regional Partner - – Score 70 – 99 must score in Financial Stability & Insurance categories on the Risk Assessment. ISO9001 as a minimum TS16949 preferred for manufacturers able to supply parts to a specific Region of Anixter Fasteners, right first time, on time at an acceptable cost. Service Level Agreement (SLA) or Memorandum of Understanding (MOU) between Anixter and the supplier in place or under development. Preferred - – Score 50 – 69 must score in Financial Stability & Insurance categories on the Risk Assessment. ISO9001 as minimum. Approved – Score 40 – 49 - ISO9001 preferred but not essential, Credit checks and New Supplier Information completed and returned. Not Approved – Score 0 – 39 Suppliers without adequate controls in place to meet AF requirements and will only be used as a last resort. Do Not Use – Any supplier who does not adhere to the requirements included in this manual, has supplied and/or continues to supply products that are not to specification and refuses to improve their internal processes. Any supplier that holds a non recognized certification. The Anixter Fasteners supplier scorecard is comprised of four major elements: Quality, Delivery, Cost, and Customer Service. Feeding into the major categories are PPM levels, CAR recurrence, Quality System Audit, On time Delivery, Cost Reduction, Payment Terms, Purchasing Service level, CAR responsiveness, and manufacturing and design capabilities.


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PPM Target for all suppliers is zero, however suppliers will cause significant issues and unacceptable costs if they exceed the following during any 12 month period: >100 ppm for supply to Europe, Middle East and Asia >300 ppm for North America Customer specific PPM targets shall be identified on the Supplier Capability Document for the part or range of parts.

10.2 Improvement Plans Anixter Fasteners Suppliers are expected to create and maintain continuous improvement plans focused on improving Quality, Delivery, Cost, and Service performance for Anixter Fasteners. Regular reviews will be scheduled to review progress and results of improvement plans. Supplier continuous improvement activity is taken into account in scorecard performance and in supply strategy.

11. Emergency Contact Information & Confirmation of Agreement

Suppliers to Anixter Fasteners are required to complete and return the Supplier Agreement Confirmation on Appendix 2. This must include emergency contact numbers for out of normal working hours.


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Appendix 1

Automotive Industry Specific Requirements

The following are additional requirements which are also required for contracts in support of the Automotive, Heavy and Agricultural Vehicle markets.

Project Management: Each Supplier shall nominate a Project Manager who shall be responsible for the organisation and communication of AF project goals and objectives within their organisation. The Project Manager shall use appropriate tools and resources to formally document and control the project. Engineering Support: Suppliers shall define Engineering Strategies to support AF, to have target agreements on Engineering, to have dedicated / part dedicated Engineering support for AF, to implement Engineering tracking KPI's, to have joint design software, torque tension testing capability, 2D / 3D CAD capability, or to create visual aids such as display / fastener boards to assist our technical teams. Quality Requirements: Supplier shall have full Laboratory facilities preferably certified to ISO17025 standards by an accredited certification body. Supplier shall have a formal supplier selection and development process in place for all of their production material suppliers and subcontractors. Development activities and resources shall be dependent on the certification held by the supplier i.e. a Supplier certified to ISO/TS16949 shall use TS16949 as the basis of development for their sub tier suppliers. Certain customers require that all tiers of suppliers are certified to TS16949 this will be communicated to the supplier at the enquiry stage. Suppliers shall ensure that all of their sub tier supplier/subcontractors provide them with full warranty support. Automotive Projects: Suppliers that have their own Heat Treatment, Plating or Coating processes in house shall complete the appropriate AIAG self surveys: CQI 9 – Special Process – Heat Treatment CQI 11 – Special Process – Plating CQI 12 – Special process – Coating Improvement actions shall be implemented on areas identified as cause for concern on the survey. Suppliers who outsource Heat Treatment, Plating & Coating shall ensure that their sub contractors complete and submit their own Special Process Surveys to the supplier. Copies of these surveys shall be made available to Anixter Fasteners and/or their customers on request. Purchasing: Suppliers to operate open book costing for material, processing, secondary op's, etc, and suppliers shall manage their Tier 2 risk, (including MBQ / MOQ, etc) and all payment issues for Tier 2 suppliers, (e.g. their sources). Supply Chain & Logistics: Suppliers shall support Anixter Fasteners with supply locations suitable for the Anixter Fasteners 'foot print', Suppliers shall also have documented procedures for emergency supply and delivery and to manage part change introduction at zero obsolescence cost.


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Appendix 2

SUPPLIER AGREEMENT CONFIRMATION Emergency Contact Numbers: Name Position Works Phone Out of Hours

Phone (Supplier)_______________________________ agrees to fully comply with requirements set forth in the Anixter Supplier Quality Manual. Supplier Authorized Representative _____________________________ Date ____________ Print Name. _________________________ Position _______________________________

A copy of this signed page shall be forwarded by email, fax, or mail to:

North America: Steve Braun

Anixter Fasteners 1441 Wood Dale Rd. Wood Dale, IL 60191

[email protected]

Europe, Middle East & Asia: Adrian Lloyd

Global Supply Chain Development Manager Anixter Fasteners 35 Rocky Lane Aston Cross

Birmingham B6 5RQ [email protected]

mailto:[email protected]

mailto:[email protected]


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Appendix 3

Supplier Recharge Debit Note


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Appendix 4

Referenced Documents The following documents are referenced within this manual: • AIAG Control Plan • AIAG Production Part Approval Process (PPAP) Manual • AIAG APQP Manual • C=0 Sampling Plan • AIAG Measurement Systems Analysis Manual • Failure Modes & Effects Analysis AIAG FMEA Manual All AIAG manuals may be obtained at http://www.aiag.org. ISTA Test methods available at http://www.ista.org other documents can be requested from the Anixter Fasteners Buyer.


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STANDARD CONDITIONS OF PURCHASE All transactions are based upon and subject to the terms and conditions set out below: - 1. DEFINITIONS 1.1 In these conditions the following meanings apply: 1.1.1 "Conditions" the standard terms and conditions of purchase set out in this document. 1.1.2 "Contract" the contract for the sale and purchase of Goods or the supply of Services incorporating these Conditions and any Special Conditions. 1.1.3"Goods" the goods specified on a Purchase Order. 1.1.4 "Purchaser" the company or business segment thereof as named on the Purchase Order. 1.1.5 "Purchase Order" the document setting out the Purchaser's requirements for Goods. 1.1.6 "Services" the services to be provided as specified on the Purchase Order including any materials, articles or goods to be supplied in connection therewith. 1.1.7 "Special Conditions" additional terms and conditions that the Purchaser may specify in relation to any particular Purchase Order. 1.1.8 "Supplier" the supplier or contractor as named on the Purchase Order. 1.1.9 "Writing" means letter, email, cable, facsimile transmission and comparable means of communication. 2. SCOPE OF CONDITIONS 2.1 These Conditions shall operate as a framework under which the Purchaser may place orders on the Supplier and shall apply to all Contracts for the purchase of the Goods by the Purchaser from the Supplier to the exclusion of all other express or implied terms and conditions (except those in favour of the Purchaser which are not inconsistent with the Conditions) including any terms or conditions which the Supplier may purport to apply notwithstanding the same being endorsed upon, delivered with or referred to in any quotation or other document delivered or sent by the Supplier to the Purchaser. 2.2 A Purchase Order shall constitute an offer by the Purchaser to purchase the Goods and/or acquire the Services subject to the Conditions and any Special Conditions. 2.3 Despatch or delivery of the Goods by the Supplier to the Purchaser shall be deemed conclusive evidence of the Supplier's acceptance of these Conditions. 2.4 Inco terms 2000 shall apply to Contracts with non-UK resident Suppliers. 3. PREVALENCE OF CONDITIONS 3.1 These Conditions and any Special Conditions can only be varied with the written agreement of an authorised representative of the Purchaser. No person has the capacity to commit the Purchaser to any verbal contract. Such commitments will only be binding on the Purchaser when confirmed by a Purchase Order. 4. THE PRICE 4.1 The price of the Goods or Services shall be as stated on the Purchase Order and, unless otherwise expressly agreed in writing by the Purchaser shall be: 4.1.1 Exclusive of any applicable value added tax (which shall be payable by the Purchaser subject to receipt of any appropriate VAT invoice), and 4.1.2 A fixed price inclusive of all charges for disposable packing, costs associated with returnable packing and/or containers, carriage, delivery, insurance and all other charges. 4.2 Where off-loading is required, the price shall include the Supplier providing any special equipment to ensure delivery to the place directed by the Purchaser. 4.3 The price shall include the provision by the Supplier of all equipment, materials, consumables and power necessary for the provision of Services unless otherwise specifically agreed in writing by the Purchaser. 4.4 The Purchaser shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Supplier, whether or not shown on its own terms and conditions of sale. 4.5 The Purchaser may set off against the price (including any applicable VAT payable) any amounts due from the Supplier whether under the applicable contract of sale or otherwise. 5. Accuracy of Drawings 5.1 The Supplier shall be fully responsible for the accuracy and completeness of all instructions, data, drawings and information supplied to the Purchaser whether or not approved by the Purchaser unless such inaccuracies or omissions were solely due to instructions, data, drawings or information supplied by the Purchaser upon which it is agreed by the Purchaser in Writing that the Supplier can rely. 6. CHANGES IN SPECIFICATION 6.1 The Purchaser may at any time make changes in writing relating to this Contract, including changes in the drawings and specifications, method of shipment, quantities, packing or time or place of delivery. If such changes result in an increase in the cost of, or time required for, the performance of the Contract, an equitable adjustment shall be made to the price, delivery date or both. Any claim or adjustment by the Supplier must be approved by the Purchaser in Writing before the Supplier proceeds with such change. 7. GENERAL QUALITY REQUIREMENTS AND ACCEPTANCE OF GOODS 7.1 The Purchaser may by notice in Writing to the Supplier reject any Goods or Services that are not in accordance with the Contract and shall not be deemed to have accepted any Goods or Services until the Purchaser has had a reasonable opportunity to inspect them following delivery or performance or, if later, within a reasonable time after any latent defect in the Goods has become apparent. The Purchaser may set off against any payment due to the Supplier (whether under this Contract or otherwise) the Price of such Goods. Unless within a reasonable time of receipt of notice in Writing of rejection the Supplier collects such Goods the Purchaser may dispose of them as the Purchaser shall think fit (provided that if the Purchaser sells such Goods the Purchaser shall account to the Supplier for the net proceeds of such sale after deduction of all costs and expenses reasonably incurred in relation thereto). 7.2 All Goods and Services will be verified by the Supplier's quality management systems to ensure they comply fully with the specification and requirements of the Purchase Order and any amendments thereto. 7.3 All Goods shall be of satisfactory quality and reasonably fit for any purpose expressly or implicitly made known to the Supplier by the Purchaser regardless of whether the Purchaser relied on the skill and judgement of the Supplier.


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7.4 All Services will be carried out with reasonable care and skill and the Supplier is deemed to have inspected the relevant premises before tendering so as to have understood the nature and extent of the Services to be carried out and satisfied itself in relation to all matters connected with the Services and premises. 8. INSPECTION AND RIGHT OF ACCESS 8.1 Prior to delivery to the Purchaser the Supplier shall adequately inspect and test the Goods and if the Purchaser so requires the Supplier shall furnish the Purchaser with test certificates and certificates of conformity. The Supplier shall allow the Purchaser or its authorised representative unrestricted access to any area of any premises where the Goods or any part are being manufactured or stored or where any of the Supplier's Goods are being kept in order that the Purchaser or its authorised representative may inspect test or inspect tests of the same or verify conformance of Goods with the specification requirements of the Purchaser. The Supplier shall afford the Purchaser or its authorised representative such use of the Supplier's equipment and employees as is reasonable in the circumstances in order to facilitate such inspection testing or verification. 8.2 No inspection or testing by the Purchaser pursuant to this Clause shall imply any acceptance of the Goods by the Purchaser or in any way relieve the Supplier of its obligations and duties under this Contract or otherwise. 9. DELIVERY 9.1 Unless otherwise notified by the Purchaser, delivery of the Goods and performance of the Services shall be affected at the time or times specified by the Purchaser in the Purchase Order and at the address of the Purchaser specified in the Purchase Order. Time of delivery of the Goods or performance of the Services shall be of the essence of the Contract. If delivery or performance is not made when requested the Purchaser shall have the right to cancel the Purchase Order without prejudice to its rights of action for breach of Contract or otherwise. 9.2 If the Goods are to be delivered, or the Services performed, by instalments, the Contract will be treated as a single contract and not severable. 9.3 When delivering the Goods or performing the Services at the Purchaser's premises, and at any other time when the Supplier is at the Purchaser's premises, the Supplier, its employees, agents and subcontractors shall comply with all safety and other regulations relating to such premises displayed at the premises or notified to the Supplier from time to time. 9.4 All Goods must be accompanied by a delivery note stating the order number, full details of the consignment, date of despatch, total number of orders and a unique serial number which is subsequently to be noted on the invoice. On delivery, the delivery note must be presented to and signed by the Purchaser or the Purchaser’s nominated carrier. 9.5 All Goods must be properly and securely packed. All packing materials shall be supplied at the Supplier’s expense unless it is otherwise agreed in writing; if so requested, the Purchaser shall at the Supplier’s expense return such packing material but whilst reasonable care will be taken by the Purchaser in doing so, no liability for any loss or damage caused to it before receipt by the Supplier shall be accepted by the Purchaser. 10. TITLE AND RISK 10.1 Title to and risk in the Goods shall pass to the Purchaser upon acceptance of the Goods by the Purchaser. 10.2 Where any payment is made in advance by the Purchaser the title, but not the risk in the Goods or in any materials purchased or allocated by the Supplier for the purpose of this Contract shall immediately vest in the Purchaser but not so as to prejudice the Purchaser's right to reject the Goods. 10.3 In the event that the Purchaser shall make payment for any Goods before they are delivered, the Supplier shall keep such Goods separate and apart from all property of other persons and shall clearly mark the Goods being the property of the Purchaser as named on the front of the associated Purchase Order. In such circumstances the Purchaser is granted irrevocable authority to enter the Supplier's premises to take the Goods at any time. 11. FREE ISSUE MATERIALS 11.1 The Supplier shall be responsible for and account for the risk, safety, proper use and, if appropriate, maintenance of free issue materials entrusted to it in connection with the Contract. Such materials shall be and remain the property of the Purchaser, its customers and/or subcontractors. 11.2 The Supplier shall use such materials solely for the purposes of the Contract and all surpluses shall be returned or disposed of only as directed by the Purchaser. Waste of free issue materials arising from bad workmanship or loss whilst in the custody of the Supplier shall be made good at the Supplier's expense. 12 PAYMENTS 12.1 Invoices shall be raised after the Goods have been supplied or after the Services have been completed and shall be sent to the address shown on the Purchase Order, unless otherwise stated. Invoices shall be paid by the Purchaser a minimum of 60 days from the end of the month following that in which the Goods or Services have been received. 12.2 The Purchaser shall be entitled to set off against sums due to the Supplier all and any sums due from the Supplier to the Purchaser. 12.3 At the end of each month the Supplier shall provide the Purchaser with a statement of account embodying all invoices for Goods supplied during the month. 13 POST ACCEPTANCE DEFECTS 13.1 Without prejudice to any other rights of the Purchaser, if within 12 months of putting the Goods into service or using the Services supplied, or within 18 months of delivery of the Goods or completion of the Services, whichever is the longer, there shall appear in the Goods or Services any defect which has arisen under proper use from faulty materials, workmanship or design by the Supplier or the Goods or Services shall be found to be other than in accordance with the Contract, the Purchaser shall, notwithstanding that the Purchaser may have accepted the Goods or Services, be entitled to require the Supplier forthwith to replace the Goods or re-perform the Services which are defective, or at the Purchaser's sole option, to carry out repairs and/or modifications to the defective Goods or Services so that they cease to be defective. 13.2 In all of the above cases, the Supplier shall bear the full expense of return, redelivery and installation of the replacement Goods. Of the Services and shall fully indemnify the Purchaser in the terms of clause 15 hereof. Any replacement goods or re-performed services shall become the Goods or Services for the purposes of the Contract. 13.3 Should the Supplier fail to replace, repair or modify the Goods or install Goods or re-perform the Services as aforesaid the Purchaser shall have the right without prejudice to any other rights of the Purchaser, at the Supplier's expense, to purchase such replacement Goods and Services elsewhere. 13.4 The Supplier shall on demand identify to the Purchaser the name and address of any person other than the Supplier who actually or apparently produced the Goods or imported them into the EC or the United Kingdom or who previously supplied them 14 PURCHASER'S DRAWINGS, TOOLS ETC. 14.1 Any specifications, instructions, plans, drawings, tools, models, patterns, samples, designs or other materials (collectively the "Materials") supplied by the Purchaser to the Supplier in connection with any Purchase Order shall remain the Purchaser's property and (together with all copies of the same made by or for the Supplier) shall be clearly marked by the Supplier as being the Purchaser's property. If so requested by the Purchaser, the Supplier shall return the Materials immediately after completion of the Purchase Order or termination of the Contract.


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14.2 All Materials, gauges, dies, jigs, moulds and any other equipment or articles paid for by the Purchaser shall be the Purchaser's property and shall be maintained in good condition by the Supplier at the Supplier's expense and shall at its own cost insure them against all risks for their full replacement value. The said Materials, gauges, dies, jigs, moulds and other equipment or articles paid for by the Purchaser shall be used exclusively for performance of the Contract. 14.3 The Supplier shall, at its own expense, replace any Materials or other equipment or articles referred to in clause 14 if damaged, lost or destroyed whilst in the Supplier's possession or control, irrespective of cause. 14.4 All Materials and any other information derived there from or supplied by the Purchaser shall be regarded by the Supplier as secret and confidential, and shall not be published or disclosed to any third party or made use of by the Supplier except for the purpose of performing the Contract. 14.5 All proprietary rights (including present and future intellectual property rights) in any Materials or inventions prepared or created by the Supplier for use, or intended use, in relation to the performance of a Contract are hereby assigned to and shall vest in the Purchaser absolutely. To this intent the Supplier undertakes to do all such things and execute all such documents as are reasonably necessary to secure the vesting in the Purchaser of such proprietary rights. 15 GUARANTEE AND INDEMNITY 15.1 Without prejudice to the Purchaser's rights under any condition warranty or other term implied by statute or by Common Law or under any term of the Contract, the Supplier will be liable to the Purchaser for and indemnify and keep the Purchaser indemnified against all claims, liabilities, loss or damage on a full indemnity basis (including the stopping of or interference with the production or manufacture or supply or recall by the Purchaser or any of the Purchaser's customers or the end-user of any of the Goods): - 15.1.1 Caused by any defect in any Goods supplied by the Supplier or by their not complying with the appropriate specification pursuant to the Purchase Order. 15.1.2 In the event of delays, defaults or non-deliveries arising other than as a result of negligence on the part of the Purchaser, against any increase in: - 15.1.2.1 The cost of labour or material required to produce the Goods 15.1.2.2 The cost of transportation 15.1.2.3 The cost of any other item in connection with the Goods which would not have been incurred but for such delay, default or non delivery 15.1.2.4 The costs and losses of profit incurred by the Purchaser under contracts entered into by the Purchaser the performance of which has been delayed or resulted in a claim or claims made on the Purchaser by a customer of the Purchaser or rendered impossible by the Supplier's breach of its obligations hereunder 15.1.3 The costs arising directly or indirectly out of any breach by the Supplier of this Contract. 15.1.4 The Supplier guarantees that the Products will be free from hydrogen embrittlement and/or hydrogen degradation whether submitted to electro-plating or phosphating or otherwise. Any sums expended by the Purchaser so caused or arising shall be reimbursed to the Purchaser by the Supplier on demand. 15.2 In connection with any liability claim proceeding loss or damage under this Clause the Supplier must provide all such facilities assistance or advice as requested by the Purchaser for the purpose of contesting the same and further must, if so requested by the Purchaser, accept as final and binding the decision of any Court (whether in the United Kingdom or anywhere else in the world) in relation to the same. 15.3 The Supplier consents to the Purchaser transferring any guarantee or similar rights given by the Supplier to the Purchaser in relation to the Goods supplied to any other person or company to whom the Purchaser sells hires or disposes of such Goods to the intent that such guarantee or similar right may be enforced against the Supplier not only by the Purchaser but also by any person or company claiming through the Purchaser. 16 WARRANTIES AND LIABILITIES 16.1 All representations, statements or warranties made or given by the Supplier, its servants and agents whether orally in writing or in any of the Supplier's brochures, catalogues and advertisements regarding the quality and fitness for purpose of the Goods or any of the Goods shall be deemed to be express conditions of the contract of sale. 16.2 The Supplier shall ensure that all the Goods shall be manufactured, stored, tested and packed in accordance with all British Standards applicable to them and that all the Goods are of satisfactory quality and comply with specification. 16.3 The Supplier shall permit the Purchaser to inspect and test the Goods during their manufacture and processing. 16.4 If the Purchaser is not reasonably satisfied that the Goods or their manufacture or processing comply in all material respects with the contract, the Supplier without extra cost to the Purchaser shall take all steps necessary to ensure due compliance. 16.5 Where any specifications or designs of the Goods or any of the Goods have been provided by the Purchaser the copyright, design right or other intellectual property in them shall remain the property of the Purchaser. 17 CARE AND RETURN OF PURCHASER’S PROPERTY 17.1 All patterns, dyes, moulds and other tooling supplied by the Purchaser to the Supplier or prepared or obtained by the Supplier for and at the cost of the Purchaser shall be the property of the Purchaser and shall be labeled / identified accordingly. 17.2 The Supplier shall maintain all such items in good order and condition (fair wear and tear expected). 17.3 The Supplier shall at its own cost return all such items to the Purchaser upon demand in good order and condition. 17.4 Should the Supplier fail to return the items, the Purchaser may (without prejudice to any other rights it may have) withhold payment of monies due to the Supplier to the value of the items until return of the items. 17.5 The Supplier shall not use such items nor shall it permit any other person to use such items for or in connection with any purpose other than pursuant to this Contract unless authorised in Writing by the Purchaser. 19 PATENTS AND DESIGNS 19.1 The Supplier warrants that the sale or use of Goods supplied pursuant to this Contract will not infringe any Patent, Registered Design, Industrial Design, Design Right, Trade Mark or Trade Name or other protected right in any country and undertakes to indemnify the Purchaser against all judgments, decrees, orders, damages, costs and expenses arising from actual or alleged infringements of the same. 20 CANCELLATION AND RIGHT TO TERMINATE 20.1 If the Supplier becomes insolvent or (if an individual) becomes the subject of bankruptcy proceedings or makes any arrangement with its creditors or becomes subject to an administration order or has a receiver appointed over any of its assets or property or winding up proceedings are issued against it (other than voluntarily for amalgamation or reconstruction) or an encumbrance takes possession of any of its assets or property of the Supplier ceases or threatens to cease to carry on business or if the Purchaser reasonably believes any of the above is about to happen then the Purchaser may, without prejudice to any other rights it may have there under, terminate the Contract forthwith by written notice to the Supplier or any other person in whom the Supplier's affairs have become vested.


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20.2 In addition to other rights within these Conditions, the Purchaser may cancel the Purchase Order whether in whole or in part by written notice to the Supplier at any time. In such cases the Purchaser's sole liability to the Supplier shall be to pay the relevant part of the Contract price to the Supplier for all elements of the Goods supplied and Services performed as at the date of the notice to cancel together with the reasonable costs of the Supplier in terminating its commitments properly and reasonably undertaken to third parties as at the date of the notice to cancel. 20.3 No payments will be due or made hereunder by the Purchaser unless and until a properly documented and complete claim is submitted by the Supplier and agreed by the Purchaser. 20.4 The Purchaser shall be entitled to terminate this Contract without liability and without prejudice to the Purchaser’s other rights in any of the following circumstances: - 20.4.1 The Supplier fails to deliver the Goods on the Delivery Date time being of the essence; 20.4.2 The Supplier in the sole opinion of the Purchaser comes under the ownership or control of a competitor of the Purchaser; 20.4.3 Any breach of the Supplier of a term of the Conditions of the Contract. 21 Force Majeure 21.1 The Supplier must use its best endeavours to carry out and complete the Contract in line with the Purchase Order requirements but the Supplier shall be relieved of its obligations while it is unable to carry out or complete the Contract because of any act of God, war, riot, fire or flood. At the cessation of these events, the Supplier will resume its obligations unless the Purchaser has elected to treat the Contract as terminated. If the Supplier is to invoke this clause it must advise the Purchaser by notice in writing within 14 days of the start of any of the above events. On receiving such notice the Purchaser shall have the right to cancel the Contract without liability to the Supplier. 22 SUB-CONTRACTING AND ASSIGNMENTS 22.1 A Purchase Order or any part thereof (apart from secondary processes such as plating etc.) shall not be subcontracted or assigned without the prior written consent of the Purchaser. The Supplier is responsible for its subcontractors in all respects. 22.2 Without prejudice to the generality of the foregoing the Supplier is hereby notified that the Goods supplied will be used by the Purchaser in the manufacture of Goods for third parties. The terms of the contract between the Purchaser and a third party often provide for the payment of liquidated sums in respect of warranty claims. The Supplier shall indemnify the Purchaser in respect of all such claims where the Purchaser in its absolute discretion rules that the claim arises wholly or partly from the supply or failure to supply or late delivery of Goods by the Supplier or the supply of defective Goods by the Supplier. 23 HAZARDOUS GOODS 23.1 Any Goods and/or materials supplied under a Contract that are hazardous shall be marked with the appropriate international danger symbols and the name of the Goods or materials shall be in English. In addition the Supplier shall provide advice and precautionary leaflets (in English) in respect of any such Goods and/or materials where appropriate and shall observe all United Kingdom legislation and international agreements relating to the packing, labeling and carriage of hazardous goods. 24 ADVERTISING 24.1 The Supplier will not without first obtaining the written consent of the Purchaser in any way whatsoever advertise or publish the fact that the Supplier has contracted to supply to the Purchaser the Goods herein mentioned. 25 HEALTH AND SAFETY AND QUALITY ASSURANCE 25.1 Any Goods supplied or installed under this Contract shall be so formulated, designed, constructed, finished and packaged as to be safe and without risk to health and all Goods will be supplied with full instructions for their proper use, maintenance and repair and with any necessary warning notices clearly displayed. 25.2 The Supplier agrees before delivery to furnish the Purchaser in Writing with a list by name and description of any harmful or potentially harmful properties or ingredients in the Goods supplied whether in use or otherwise and thereafter information concerning any changes in such properties or ingredients. The Purchaser will rely on the supply of such information from the Supplier in order to satisfy its own obligations under all applicable health and safety legislation. 25.3 In respect of all Goods supplied the Supplier will maintain and observe quality control and Supplier quality assurance standards in accordance with the requirements of the Purchaser, its customers, relevant British Standards, statute and regulatory bodies. 25.4 The Supplier will maintain detailed quality control and manufacturing records for the period of at least 5 years from the date of supply of the Goods or in line with customer specific quality requirements, whichever is the greater. 25.5 It is the responsibility of the Supplier to acquaint itself with the purposes for which the Goods are to be used and shall be deemed to have such knowledge when supplying the Goods. 26 EXCESS QUANTITIES AND EARLY DELIVERIES 26.1 No excess quantities of Goods supplied under this Contract or Goods supplied earlier than the Delivery Date will be accepted or paid for unless the Purchaser notifies the Supplier in Writing of its intention to accept the same. 26.2 Any Goods referred to in Clause 26.1 that are not accepted by the Purchaser will remain at the Supplier's risk and the Purchaser may return the same to the Supplier at the Supplier's risk and expense. 27 GENERAL 27.1 Failure or waiver to enforce any of these Conditions will not be construed as a waiver of the Purchaser's rights. 27.2 Where the Supplier is aware expressly or by implication that the Goods are required to enable the Purchaser to fulfil a contract with a specific customer this Contract will be deemed to be made subject to the contract conditions between the Purchaser and his customer. 27.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby. 27.4 All notices required under a Contract shall be in Writing and delivered either in person or by a means evidenced by delivery receipt to the address specified on the Purchase Order. Such notices will be effective upon receipt. 27.5 Any waiver of the provisions of a Contract, or a delay by either party in the enforcement of any right hereunder, shall neither be construed as a continuing waiver, nor create an expectation of non-enforcement, of that or any other provision or right. 27.6 The Headings to conditions shall not effect their interpretation. 28 PROPER LAW 28.1 A Contract shall be construed and take effect in accordance with the laws of England and all correspondence and communication concerning this Contract shall be in English, the parties hereby submit to the exclusive jurisdiction of the English Courts for the determination of any disputes arising under a Contract or these Conditions.