DELPHI GLOBAL

SUPPLIER GUIDELINES


Revised 24 November, 2003













The following additional provisions shall be applicable to all business with Delphi. The
terms of this document shall be construed, to the extent reasonable, to be in addition to
and cumulative to the General Terms and Conditions as defined in Attachment C the
General Terms. In the event of any conflict between any terms in this document and the
General Terms, the General Terms shall govern.
Page 1 (Revised 10/31/03)



Table of Contents


SUBJECT SECTION PAGE

ADDITIONAL PROVISIONS 1.0 3

EXCELLENCE 1.1 3

QUALITY 1.2 4

PRICING / PAYMENT 1.3 8

PRODUCTION CONTROL & LOGISTICS 1.4 10

SPECIFICATION 10949001 1.5 14

ENGINEERING 1.6 14

CHANGE APPROVAL 1.7 17

PROPERTY RIGHTS 1.8 18

GENERAL INFORMATION 1.9 18

PROTOTYPE PARTS PROVISIONS 1.10 19

TOOL INVENTORY / DISPOSAL 1.11 20

ATTACHMENTS: Attachment Letter

SUPPLIER SUGGESTION PROGRAM A

VALUE STREAM MAP EXAMPLE B

GENERAL TERMS AND CONDITIONS C

GENERAL FORMS: FORM # (if applicable)

FIRE AND SECURITY SURVEY

SUPPLIER CHANGE REQUEST / REVIEW FORM

SUPPLIER SUGGESTION PROGRAM FORM

ELECTRONIC FUNDS TRANSFER (EFT)

FOREIGN RECEIVING REPORT - example
FRM 6889

PIECE PRICE BREAKDOWN FORM & INSTRUCTIONS

TOOLING COST DETAIL BREAKDOWN FORM &
INSTRUCTIONS


SUPPLIER PACKAGING INFORMATION FORM



Page 2 (Revised 10/31/03)
1.0 ADDITIONAL PROVISIONS



1.1 EXCELLENCE


Commitment to Excellence

In direct support of Delphis commitment to excellence and desire to exceed our
customers expectations, it is expected that our suppliers work toward exceeding the
expectations and requirements of the Delphi Global Supplier Guidelines.

Excellence means perfection in all that you do: Perfect planning, perfect execution,
perfect communications, and perfect parts. This is demonstrated through consistent
delivery of quality products to Delphi and our customers. Our suppliers are expected
to have zero incidents and zero disruptions, provide products with zero defectives,
and have flawless delivery performance and on time responsiveness to issues.

Suppliers must have a philosophy of total quality commitment, with subsequent
planning and actions, that drive for perfection. This commitment starts with top
leadership and is driven through all levels and aspects of their operations.

Suppliers should have in place First Time Quality tracking methods, with appropriate
alarms and actions defined. This data should be utilized to continue to drive
continuous improvement in their processes and operations.

Excellence in the Relationship

All Delphi employees must conduct their business activities with suppliers
exhibiting the highest ethical standards. Such conduct enables Delphi to have
mutually beneficial relationships with its suppliers and thus provide competitive
advantage to Delphi.

If a Delphi Customer/Employee solicits a gift or favor from your company, the
request is to be tactfully declined. The solicitation of gifts from suppliers by Delphi
Employees is strictly prohibited. In the event a Delphi Employee does solicit a gift
from your company, the Delphi Ethics Line should be notified. The phone numbers
for the ethics line are as follows:

US, Canada, and Portions of Mexico: 1-888-679-8848
Mexico 01-800-288-2872-888-679-8848
Brazil: 00-XX*-1-881-679-8848 *Codigo da operadora
Argentina 0800-555-4288-888-679-8848





Page 3 (Revised 10/31/03)
1.2 QUALITY


Quality System Requirement

Suppliers are expected to implement a robust Quality Management System (QMS)
that promotes defect free products through prevention, monitoring, and ongoing
improvement.

Delphi prefers certification to ISO/TS 16949:2002 for its suppliers but will accept
certification to ISO9001: 2000 in conjunction with Delphi specific requirements as a
minimum for supplier selection and meeting TS section 7.4.1.2, supplier quality
management system development. All suppliers that manufacture direct product or
materials must comply with these requirements by June 1, 2004. Delphi strongly
encourages its suppliers to become certified to ISO/TS16949: 2002 and may
strategically require TS certification in the future. Suppliers to Delphi Product &
Service Solutions (DPSS) should contact the appropriate DPSS SQ contact for
specific requirements.

Suppliers registered to ISO or TS must notify Delphi of certificates being revoked or
placed on probation. Suppliers must also notify Delphi if they plan to change
registrars.

Suppliers must provide the Delphi Buyer a copy of the registration certificate for any
amendments or renewals to the quality management system certification.

Suppliers should reference current Automotive Industry Action Group (AIAG)
manuals for Advanced Part Quality Planning (APQP), Production Part Approval
Process (PPAP), Measurement System Analysis (MSA), Failure Mode and Effects
Analysis (FMEA)*, QS9000 and ISO/TS16949: 2002.

Suppliers to Delphi that are certified to QS9000 are authorized to use the Delphi
Potential Supplier Assessment Appendix 26 or other QS or TS based assessment for
sub-supplier evaluations to meet C9 of the QS9000 Sanctioned Interpretations,
7/1/02. This authorization is in effect until the June 1, 2004 compliance date as stated
above.

* Notes:
When developing PFMEAs for production parts or material supplied to Delphi,
the Delphi rating tables for severity, occurrence, and detection shall be used
in place of the rating tables referenced in AIAG FMEA 3
rd
edition.
Potential Failure modes with a severity of 7 or greater must have either an
occurrence of 1 or a detection of 5 (see Delphi PFMEA rating tables-APQP
Forms.xls).



Page 4 (Revised 10/31/03)
Managing Supply Chain

Suppliers are expected to ensure the quality and capacity of materials and component
parts coming from their sub-suppliers through supplier selection and on-going
monitoring. Suppliers are responsible for ensuring that sub-suppliers develop a
quality management system that facilitates defect prevention, monitoring, and
improvement.

Supplier Performance Development Process (SPDP)

Delphis process for managing suppliers quality is the SPDP process. SPDP
contains the major activities for Advanced Quality planning and production. The
supplier specific SPDP tasks and accompanying appendices are itemized below:

APQP
Technical Review
- Appendix 3- Required Quality Information
Feasibility Letter
- Appendix 5- Team Feasibility Commitment
Supplier Assessment
- Appendix 26- Potential Supplier Assessment
- Appendix 27- On Site Assessment
Timing Charts & Open Issues List
- Appendix 8- APQP Open Issues List
- Appendix 9- APQP Timing Chart
DFMEA
Design Review
Gage Review
Process Flow
- Appendix 13_2- PFD Flowchart
PFMEA* (see notes above)
- Appendix 13_3- FMEA Form
- APQP Forms (tables)
Control Plan
Program Reviews
Proactive Containment
- Early Production
- Provisional
PPAP
Run at Rate
- Appendix 14- Run at Rate Plan
- Appendix 15- Run at Rate Worksheets
Lessons Learned
Production Cycle
Problem Tracking
- Appendix 31_1- SQAP
- Appendix 31_2- Gate Chart
Supplier Requested Change Process
- Appendix 32_1- Supplier Change
Request/Review (SCRR) Instructions
- Appendix 32_2- Supplier Change
Request/Review Form
Production Process Audit
- Appendix 39- Production Process Review
PRR
Utilizing the 5 why analysis technique
- Appendix 41- 5 Why Analysis Chart
- Appendix 42- 5 Why Problem Solving
Process Instructions
Reactive Containment
- Problem Report
- Controlled Shipping


Page 5 (Revised 10/31/03)
In order to work with suppliers via the SPDP process, we will need access to
suppliers facilities and appropriate documents. In some cases, this may require
access to sub-tiers facilities and documents.


Suppliers Involvement prior to Sourcing

In preparation of the RFQ, please submit a Team Feasibility Commitment Form,
(see SPDP Appendix 5).

You also may be asked to submit the Required Quality Information Letter (see
SPDP Appendix 3) and requested to participate in a Technical Review with Delphi
Personnel.

You may be requested to participate in a Supplier Assessment with Delphi Personnel
(see SPDP Appendix 26 or 27).


After you have been named the supplier:

Suppliers must participate in and meet APQP requirements for all new parts. You
will receive specific instructions from your Supplier Quality Engineer. These
requirements are further detailed in SPDP and the AIAG APQP manual.

The following are some of the key requirements:

Participate in Program Reviews
Participate in Design Reviews
Provide and maintain Timing Charts and Open Issues tracking lists
Provide and maintain DFMEA
Provide and maintain Process Flow, PFMEA*(see notes above) and Process
Control Plan(s)
Perform and provide Measurement System Analysis/Gage Reviews
Provide an Early Production Containment and Pre Launch control plan
Complete Part Certification (PPAP) requirements, prior to shipment of initial
production. ---please follow 3
rd
edition of AIAG PPAP requirements
Perform and pass Run at Rate

For APQP, suppliers are expected to meet program timing, keep commitment dates,
and support early builds and pre-launch requirements.

All communications/documents must be in English, unless there is prior agreement.


Performance Monitoring

Delphi will track supplier quality performance; including the following: Defective
parts per million, number of disruptions, overall responsiveness, Problem Reports,
Controlled Shipping status, and program execution.
Page 6 (Revised 10/31/03)

Suppliers will be requested to complete and update a Supplier Quality Action Plan
for communications back to Delphi on problem resolution, actions and timetable.


Change Management

Suppliers will not make any changes without prior written notification and approval
from Delphi. Changes should be communicated through the SPDP Supplier
Suggested Change Process. (Appendix 32_2- Supplier Change Request/Review form) These
include changes to part design, material, sub-tier supplier, manufacturing location or
process. (Reference AIAG PPAP, 3
rd
edition.)


Improvement and Development Management

When necessary, Delphi will provide suppliers with tools and expertise for
improvement activities. Two tools suppliers should utilize are a Production Process
Review and Value Stream Mapping.


Problem Reporting & Resolution

When a problem does occur, we expect our suppliers to immediately put their
operations in containment and to protect Delphi or Delphis customers from receiving
any defective material.

Suppliers will receive a Problem Case from Delphi for documenting corrective
action plans

Suppliers are expected to have on-line access to our PRR system to receive copies of
problem cases from Delphi, unless prior arrangement has been made through
Purchasing. Suppliers need to register with Covisint, which will be hosting the
Problem Solver application, when contacted.

Suppliers are expected to monitor and respond to all PRRs issued by Delphi. The
initial response to a problem (essentially the containment plan) is due within 24
hours. Final response, (with verified root cause analysis), is due within 15 calendar
days, unless additional time has been requested and approved.

Suppliers will be requested to complete a 5-Why Analysis as a means of ascertaining
root cause analysis and verification.

Although the PRR system is a communication tool for reporting and resolving
problems and should be freely used for this purpose, it is expected that suppliers work
toward reducing their number of PRRs over time. Repeat PRRs of the same
problem and lack of a response to a PRR or resolving the issue is not acceptable.
Page 7 (Revised 10/31/03)

Suppliers have financial responsibilities for non-conforming materials and their
effects, which may include warranty issues and cost recoveries for sorting, re-work,
scrap, premium transportation and other related types of charges incurred at Delphi or
by our OEM customer. Cost recovery will be communicated with a PRR and through
a cost recovery notice in the Covisint Problem Solver system. Suppliers must
respond to the cost recovery notices within 15 days.

For some problems, Delphi may place a supplier in Controlled Shipping Level I or
Level II, at the suppliers expense, as a further means to ensure that no defective
parts reach Delphi or Delphis customer. Use of these levels of containment depends
on the severity of the problem and the suppliers actions to correct it. Suppliers placed
on Controlled Shipping Level II must inform their registrar of this activity and action
plans for improvement. Delphi may also send a copy of Control Shipping
correspondence to the suppliers registrar.


1.3 PRICING / PAYMENT

Pricing

Suppliers will be expected to be globally competitive, which will be benchmarked by
Delphi buyers.

When requested by the Delphi buyer, suppliers will complete the Piece Price
Breakdown Form and the Tooling Cost Detail Breakdown Form and submit with the
suppliers response to the Request for Quote. These forms and instructions are
available on www.delphi.com.
All quotations must include a separate itemized price for 1.) expendable packaging
and 2.) returnable packaging; when specified.

Suppliers are expected to have a continuous cost reduction improvement process in
order to manage their costs.

With this in place, it is expected that that increased costs are not passed on to the
customer.

In addition, suppliers are expected to work with Delphi buyers toward annual price
reductions, via long-term and lifetime contracts.

Suppliers should actively participate with buyers in the suggestion process
(Attachment A and Supplier Suggestion Program Form are available on
www.delphi.com), bringing forward ideas that would improve both product quality
and cost.

When required, Delphi can provide assistance in cost reduction issues, through
various workshops. Contact your buyer.
Page 8 (Revised 10/31/03)

Suppliers who provide prototype/pre-production part requirements are expected to
provide those at normal production pricing

Suppliers will provide service parts at full production volume prices.


Delphi will not accept quotations with minimum order quantities. (Reasonable
exceptions will be reviewed.)


Currency

It is Delphis policy that all prices and payments should be in the Delphi buyers local
currency. The Delphi buyers local currency is defined as the currency of the country
in which Delphi sells the final product to the customer.

Suppliers should quote in the currency requested by the Delphi buyer. For exceptions
to this policy contact Delphi.


Payment

Delphis standard payment term is MNS-2. MNS-2 establishes the minimum payment
term as the 2
nd
day of the 2
nd
month (on average) following receipt of goods or
receipt date of services.

For North America, new suppliers will complete an Enterprise Activities Group
(EAG) Disbursement Services Enrollment package. (see Payment Agreement
Form) This is required only prior to issuing first payment or if remit name, address
or Ship From Duns number changes. Payments cannot be issued until the following
documented remittance information is provided to the EAG Disbursement Services:


For other regions, contact the Delphi buyer.

The Foreign Receiving Report or FRR (see form FRM 6889 or equal) is the official
document that must be used by supplier receiving locations to document that material
has been received under a Delphi Purchase Order at their respective locations. The
FRR will be provided by Delphi and is to be completed by the receiving location and
returned to Delphi to input receipts, which will generate payment to the supplier. The
FRR is very critical in a system that is invoiceless and relies upon receipts as the
trigger for payment. Instructions on how to complete and return Foreign Receiving
Reports can be obtained by contacting Delphi.






Page 9 (Revised 10/31/03)
1.4 PRODUCTION CONTROL & LOGISTICS

Lean

Lean manufacturing is the balanced use of people, equipment and material that gives
the lowest lifecycle cost. Lean thinking looks to eliminate all waste. Delphi, through
the Delphi Manufacturing System (DMS), is expanding this concept beyond our
factory floors to our suppliers. In order to become a Lean Enterprise through the
complete value chain the following items are required from suppliers:

Value Stream Map: The supplier who is awarded the production business
may be required to include an internal and external value stream map. An
example of a value stream map is included (see Attachment B). It is
expected that the supplier highlight the potential areas on the map where
the material pipeline can be optimized.

Delphi encourages suppliers to obtain value stream mapping training.
Delphi Specific value stream mapping training may be available in the
future. Please periodically check the supplier page of www.delphi.com for
further details.

Labels

For all Delphi destinations in North America, all materials must be identified in
compliance with Delphi Shipping/Parts Identification Label Standard. This specifies
that information is printed in human readable characters and bar code symbols and
defines the size and format the labels should follow. A sample or facsimile of your
label must be provided with your Part Certification package. For destinations in other
regions of the world, Delphi will provide you with the labeling specification for that
region.

For Delphi destinations in Europe, materials must be labeled according to Odette
standards. Reference Supplier Label Specifications-Europe Only. For other
regions of the world, Delphi will provide you with the labeling specification for that
region.

Every container in a shipment must be labeled, according to the label standard
Any special label requirements will be communicated as required.

Suppliers will label part containers according to Delphi divisional standards with up-
to-date dock and delivery location (DLOC).

Shipping containers must be identified with the materials appropriate "COUNTRY
OF ORIGIN".

Page 10 (Revised 10/31/03)
A legible packing slip or SPSSL (supplier pull signal summary list) must be affixed
next to the master label when skid packed and next to the container label if the
shipment is a single container.

One purchase order per packing slip (may include multiple P/N's).

One packing slip per skid of material.

Each packing slip (or SPSSL) shall contain the following information:







Part Number/Revision Total Quantity
Unique load identifier (i.e. bill of
lading number)
PRO Number
# of Containers Quantity per Pack
Weight Supplier Number
Deliver to Location
Invoice Number Pull Signal Number
Carrier (SCAC Code) PO Number or Release No.


Packaging

The packaging function plays a key role in supporting lean manufacturing. Suppliers
packaging must comply with the Delphi Packaging Manual. See Engineering 1.6
Packaging Expectations.

Scheduling

Delphi requires suppliers to be EDI (Electronic Data Interchange) capable.
Current EDI standards are UN/EDIFACT version D97.A.

Messages Suppliers must have the ability to electronically receive
forecasts (DELFOR), and schedules (DELJIT) as well as transmit
Advance Shipment Notifications (DESADV).


The only authorization for the shipment and invoice of product is a shipment
authorization, pull signal, or authorization from a Delphi facility to ship to a
minimum/maximum inventory level.

Fabrication Authorization terms will be 2 weeks and Material Authorization will be 2
additional weeks for a total of 4 weeks

All information beyond 4 weeks is for planning purposes only. Exceptions to these
terms must be agreed upon during the quoting process.
Page 11 (Revised 10/31/03)

Delphi will establish the shipping frequency for each production part, but the supplier
must have the ability to ship daily at a minimum. Supplier must ship to the exact
quantities, dates, and times specified on the release: no over, under, early or late
shipments and no freedom of the week delivery. All Delphi schedules will be in
standard pack quantities in the smallest approved standard pack container. Suppliers
must have shipping capability that matches the Delphi receiving plants normal
production schedule.

Advance Shipment Notifications (ASN) will be sent electronically at the time of
shipment. At the time of pick up, the supplier must allow the authorized carriers
driver to check the standard pack quantities against the scheduled quantities.
Overshipments will not be accepted.

If for any reason the supplier is unable to meet the schedules communicated, it is the
responsibility of the supplier to notify proper Delphi personnel immediately and
receive authorization for the undershipment. Suppliers will make up all
undershipments via supplier paid premium transportation on Delphi authorized
carriers to meet the originally scheduled destination window.

Supplier caused premium transportation or transportation costs for material returned
due to over shipment will be paid by the supplier.

Suppliers will use authorized carriers for all modes of transportation, including
supplier fault premium transportation. Excess transportation costs incurred; as a result
of using incorrect carriers will be debited from the suppliers account.

If Delphis and/or its customers production is interrupted by the failure of the
supplier to deliver contracted goods within the terms of the contract, all costs that are
incurred by Delphi and/or its customers will be the sole responsibility of the supplier.


Transportation

Routing instructions will be provided by Delphi for all suppliers who ship under
collect freight terms.

All shipments must be made by normal mode at the prescribed ship window time on
the Delphi authorized carrier, unless otherwise specified by Delphi.

Shipments will be made in the approved standard pack container. Suppliers must be
able to ship mixed part numbers on a pallet as defined in the Delphi Global Supplier
Packaging Manual.

Premium freight to be paid by Delphi must have an assigned Premium Transportation
Authorization (PTA) number, issued by the receiving location and appearing on the
bill of lading; and, if transportation is paid by the supplier, on the invoice.

Page 12 (Revised 10/31/03)
For domestic shipments, material ownership and freight terms for all material
received by Delphi are FOB Destination, freight collect (FOB Destination FC) unless
otherwise agreed to by Delphi Purchasing, Delphi Production Control & Logistics
and the supplier. The applicable terms and conditions will be defined in a separate
contract. Delphi will assume liability for insurance on the in transit material as
Delphi is specifying the carrier. In the event the carrier is supplier owned, the
insurance liability will rest with the supplier.

For international shipments, material ownership and freight terms for all material
received by Delphi are Title Transfer Our Plant, FCA Origin 2000 INCOTERMS
(FCA Origin TTOP) unless otherwise agreed to by Delphi Purchasing, Delphi
Production Control & Logistics and the supplier. If required, offshore suppliers will
be responsible for the transfer of parts to small lot containers prior to delivery to the
Delphi receiving plant. Delphi will not carry any inventory cost associated with this
process. The applicable terms and conditions will be defined in a separate contract.

For international shipments, advanced forwarder information and customs
documentation must be generated by the supplier on time and to Delphi
specifications.


Capacity

The capacity information provided with the quote should reflect the available daily
capacity and your operating plan (hrs. /day, days/week). The operating plan should
meet the weekly volume requirement and current model service requirement and
should be 100 hours per week or less. The buyer should be notified and approve of
any operating plan using more than 100 hours per week.

Suppliers must have capability to provide 15% above the quoted volume without
additional investment from Delphi Automotive.


Lead Time

The shipment lead-time will be quoted in calendar days and should quantify the time
from receipt of order to ship availability. Steady state lead-time (when schedule
and/or forecast is routinely available) is 10 days or less. Exceptions to this lead-time
requirement must be approved by Delphi.


Past Model Service

Suppliers must maintain the ability to provide parts to Delphi for 15 years after the
last active model year to satisfy service requirements, unless otherwise stated.




Page 13 (Revised 10/31/03)
1.5 DELPHI SUBSTANCES OF CONCERN AND RECYCLED SPECIFICATION
10949001

Delphi has posted a copy of the Delphi Substances of Concern and Recycled
Specification 10949001 on the Delphi website, www.delphi.com. This specification
supercedes C-1000 and GM1000M on all Delphi prints. This specification will
become part of the standard drawing template and compliance to Delphi 10949001 is
mandatory.

Suppliers must review Specification 10949001 that is on the Delphi website and
comply with all requirements.



1.6 ENGINEERING

General

Suppliers are expected to maintain confidentiality of development activities.

Suppliers should communicate technology development activities and new
technology ideas to Delphi.

Suppliers should ensure that engineering contacts are in place and available to Delphi
personnel.



Product Expectations

Suppliers should utilize electronic print file formats.

For molded parts, all product definition will be communicated in 3D Solid model
Unigraphics native language file format.

Suppliers will work with Delphi to continue to develop appropriate C4 capability.

Suppliers must provide Certificates of Origin and Manufacturers Affidavit.


Data Collaboration Policy

Delphi mechanical design departments 3D CAD data and drawings exchange with
suppliers will only be in the Native CAD format. Exceptions will be at Delphis
discretion
Requests for quotation will indicate the 3D CAD format of the design. If a supplier
must rely on data translations, the supplier will obtain and verify those translations at
its own expense.



Page 14 (Revised 10/31/03)
Material Expectations

Suppliers will provide samples, testing, environmental and MSDS (Material Safety
Data Sheet) information in the timeframe requested.

Suppliers should be able to provide same material on a global basis, if requested


Packaging Expectations

Suppliers must provide packaging in accordance with the Delphi Global Supplier
Packaging Manual (DAS-GSPM). Any deviation from the guideline must be
directed to the Delphi buyer and approved by Delphi.
Suppliers can access the manual on Delphis website, www.delphi.com. The manual
is located under Suppliers Standards on the site.
The Supplier Packaging Information Form, (DAS-SPI) must be submitted by the
supplier at the time of quote and/or to communicate a packaging change for a current
part. The form is located on www.delphi.com and is found as attachment B in the
packaging manual.

Packaging material costs associated with meeting packaging requirements must be
provided as part of the quotation. All quotations must include a separate itemized
price for 1) expendable packaging and 2) returnable packaging.



The supplier may receive packaging specifications and/or special requirements with
the quote package. When definition is provided, the supplier must quote to the
packaging specifications provided. If definition on a returnable container is provided,
the supplier must quote an expendable back up container of the same standard pack
quantity and dimensions.

If packaging definition is not provided by Delphi within the request for quote, the
supplier should follow the decision process for container rightsizing found in the
DAS-GSPM. Manually handled containers should be considered mainstream. The
Standard Container Listing provides a menu of the containers that should be used.
(see attachment A in the DAS-GSPM)

The overall responsibility for the design of the packaging system and the quality of
the part remains with the supplier.

When expendable packaging is used, half-slotted cartons and full layer pads are
considered mainstream. When regular slotted cartons are used, perforated tear away
tabs will be incorporated. Handholds will be used with all expendable containers.

Ergonomic guidelines must be followed. The weight limit of containers may be
specified in your quote package. If no weight limit is specified, the weight of any
manually handled container cannot exceed 40 pounds (18 kilograms).

Page 15 (Revised 10/31/03)
Containers must meet all current International and governmental regulations. (i.e.
NAFTA requirements)

The packaging system must ensure part integrity during transportation and subsequent
handling and storage through point of use. For this reason, the supplier should
develop methods to test the pack design under simulated real life conditions.
Suppliers must provide Delphi with validation results and testing documentation as
required. (reference testing and validation section in the DAS-GPSM)

The product must be properly oriented for part presentation to the operator.

No price increases will be granted to correct defective and /or nonconforming
packaging. Suppliers will provide packaging samples, when requested. In all cases,
the supplier must receive packaging approval prior to start of production.

Delphi will control the ownership of all returnable container systems.

Suppliers contracted to ship directly to Delphis customers must meet the customer's
packaging requirements. The requirements may differ from DAS-GSPM, but the
Supplier Packaging Information form must be included with the quote.

Standard packs must not exceed one-tenth of a days usage unless otherwise specified
by Delphi.

Once the standard pack and container has been established, it must be adhered to.
Any changes or deviations from the authorized standard pack and container must be
requested through and agreed to by Delphi Production Control & Logistics prior to
making the change.

Optimum order quantities may be requested by Delphi for effective skid stacking for
transportation

All packaging materials should be recyclable, reusable or returnable.

When shipping parts from one country to another country, the supplier must comply
with regulations regarding Non-Manufactured Wood Packing (NMWP) materials.
Wood pallets and other packing materials made entirely or partially of coniferous
wood must be treated and marked in accordance to the measures set forth by the
receiving country or international union. While current regulations exempt non-
coniferous NMWP materials from specialized treatment or markings, Delphi has
chosen to require one of the three following marking alternatives to identify non-
coniferous materials. (1) Mark all non-coniferous materials with appropriate
markings. The recommended markings can be referenced at the following web site:
http://www.aphis.usda.gov/ppq/swp/eunmwp.html. The size of the mark may vary due to the
nature of the product, but must be legible. In the case where the wood material is not
visible and part of a higher assembly, the higher assembly must be marked or labeled
to indicate compliance. (2) Indicate on the commercial invoice that all NMWP
materials are non-coniferous. (3) Provide a letter of certification to the freight
Page 16 (Revised 10/31/03)
forwarder stating that products are packaged with NMWP materials made from 100%
non-coniferous wood.

Suppliers will be responsible for cleaning returnable containers and dunnage,
removing labels and sorting for damage. Suppliers are also responsible for
maintaining inventory counts on returnable containers and maintaining a sufficient
supply of expendable backup material for emergency situations. Back up packs must
have the same pack dimensions, pack quantities and part orientation as the returnable
container.


The packaging will be of sufficient strength to allow full transportation utilization (no
special loading or stacking instructions).



Equipment

Suppliers equipment should meet industry quality; maintenance, safety, changeover
and production yield requirements.



Tools

If tooling is to be paid by Delphi, suppliers will be paid for tooling contingent on full
PPAP approval.

Maintenance, refurbishment and replacement of Delphi-owned tooling are the
responsibility of the supplier.

If the supplier is tool design responsible, then reproducible tooling prints must be
completed by supplier within 6 weeks after PPAP approval on all new program tools,
tools undergoing an engineering change, and current tools that are revised. Supplier,
upon request from Delphi, must provide reproducible tooling prints for existing tools.



1.7 CHANGE APPROVAL

Any changes including but not limited to process, design, component, packaging,
component suppliers, or facilities, must be communicated to and receive written
authorization from Delphi prior to implementation. Please reference Supplier
Suggested Change process as part of the SPDP requirements on page six of these
guidelines. The Supplier Change Request/Review (SCRR) form and instructions are
located on with these guidelines on www.delphi.com.




Page 17 (Revised 10/31/03)
1.8 PROPERTY RIGHTS

This section on Property Rights applies when Delphi pays a direct charge for
engineering and development, even if those charges are amortized into the unit cost.

Supplier agrees that all designs, drawings, processes, compositions, software, mask
works or other technical information made and furnished by supplier for each contract
(including all rights to patents, trademarks, copyrights, mask works, trade secrets, and
other proprietary information pertaining to the same) shall be the sole and exclusive
property of Delphi (unless specifically agreed to otherwise in writing) and that
supplier shall protect same against disclosures to third parties.

Supplier agrees that, as to all inventions and improvements in such designs, drawings,
processes, compositions of material, specifications, software, or other technical
information or all creations in such mask works made and furnished by supplier for
each contract, supplier will promptly identify and disclose such inventions,
improvements and creations to Delphi, upon request of Delphi, execute or obtain the
execution of any papers as may be necessary to perfect ownership of the same in
Delphi or as may be necessary in the acquirement, maintenance, or enforcement of
any patent, trademark, copyright, trade secret, mask work right or other proprietary
right pertaining to the same.

On programs deemed confidential by Delphi, supplier agrees to require supplier's
employees assigned to perform work for Delphi to sign Delphis standard
"Intellectual Property Rights Agreement". Supplier further agrees to maintain such
signed agreements on file for a period of five (5) years after the completion of work
under the applicable contract, and, at Delphi's request at any time before the end of
that five (5) year period, to deliver any or all such signed agreements to Delphi.




1.9 GENERAL INFORMATION

Duns Code - Supplier must provide authentic Dun and Bradstreet (Duns Code)
identification number to Delphi for each specific "Manufacturing Plant" address
as well as the primary sales office.

24-Hour Contact - Supplier must provide 24-hour service by providing contact
names and phone numbers where they can be contacted during off-hours, and
weekends.

Routine Contact - A regular contact point must be established and available
during all operating hours of the receiving location.

Emergency Contact - The supply location must provide and maintain a
communication matrix for the receiving location to use, should extraordinary
situations occur. This includes emergency contact capability during unscheduled
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work hours and organizational structure for resolution of any delivery, quality or
unresolved issues.

Language - All international contacts must be proficient in reading, writing, and
speaking English.


Suppliers Planned Down Time - Supplier must provide annually a listing of
planned Plant down time for holidays, vacations, etc. to Delphi.

Union affiliation and contract expiration If the supplier is unionized, they
must provide the union affiliation and contract expiration date to the buyer.
Suppliers are expected to manage these situations, and notify Delphi of pending
issues that could lead impact delivery.
Inquiries - All suppliers must respond to all inquires in writing or via E-mail on
or before the due date stated on the inquiry. All quotes must be prepared using
Delphi Automotive forms as provided.

Fire and Security Survey- All suppliers are expected to be compliance with local
fire and security regulations. In addition, all suppliers are expected to complete
the Fire and Security Survey and have it available upon the request of the buyer.
Definition of Supplier Business Sites to Delphi-All suppliers are required to
advise Delphi of the following Business Sites when quoting Delphi components.
QA-Quotation Site (where RFQs should be sent)
CA-Contract Site (where Production Contracts or Purchase
Orders should be sent)
FA-Forecast/Release Site (where DELFOR or 830 transmission
should be sent)
OA-Ship from site (where DELJIT or 862 transmission should
be sent)
GS-Manufacturing Site (where parts are manufactured and
where PPAP will be performed)


1.10 PROTOTYPE PARTS PROVISIONS

Delivery date(s) for samples of prototype components shall be established by
Delphi and noted on the purchase order. The delivery date(s) reflect the date(s)
parts are to be received at Delphis dock.

All prototype components must be clearly identified as such noting the Delphi
part number (i.e.: PE0, EX, MX, or a production number) and have a current
revision level. These parts are to be delivered as noted on the purchase order.

All prototype shipments must include the blue label Prototype Parts.

The Supplier shall submit inspection reports with sample delivery. Upon request
of the Delphi buyer, Prototype Parts Submission (i.e.: GP-11) must be submitted.

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If review of the inspection report indicates that the parts do not agree with the
prints or examination of the parts discloses an unsatisfactory condition not
covered by the report, it shall be the suppliers responsibility to resolve all
discrepancies with the Delphi Product Design Engineer. This needs to be
communicated in writing to the Delphi buyer.

If resolution of the discrepancy results in a tooling, material or processing
change, the supplier will correct the situation (at the supplier's expense) and re-
submit an inspection report on the revised parts. This needs to be communicated
in writing to the Delphi buyer.


1.11 TOOL INVENTORY/DISPOSAL


The supplier shall furnish a tool inventory of all Delphi-owned tools (active and
inactive) in the suppliers possession. The tool inventory must be submitted to
the Delphi buyer annually by January 31. The inventory must contain the
following information for each Delphi-owned tool:

Tool part number(s) (typed in numerical order)
o Current tool revision
o Description
o Date parts last ordered
o Total cost of tool
o Quantity of parts produced from tool
o Remaining tool life
o Indicate previous part number if tool has been changed to
produce a new part number
o Delphi Design Engineer name


Delphi will determine the disposition of all Delphi-owned tooling and such
disposition shall be communicated to the supplier in writing by Delphi with a
formal letter and with a Return Material Authorization