Académique Documents
Professionnel Documents
Culture Documents
Supplier Procedure
Manual
Contents
1.0 Introduction
1.1 Scope
1.2 Purpose
1.3 Expectations
1.4 Distribution and Revision Control
1.5 Supplier Acknowledgement Form
1.6 Supplier Deviation Form
1.7 Supplier Contact Information
3.0 APQP
3.1 General
3.2 Feasibility
3.3 APQP Planning
3.4 Extraordinary Launch Requirements
4.0 Engineering
4.1 Engineering Change Approval
4.1.1 Supplier Request for Change Approval
4.2 Program Management
4.3 Material and Process Specifications
4.4 Tolerancing / GD & T
4.5 Print Control
5.0 Tooling
5.1 Tool Identification / Management
5.2 Preventive Maintenance
5.3 Gage Requirements
5.4 Tooling Audit
5.5 Tooling Standards
5.6 Tool Design Sign-off Procedure
5.7 Tool Design Ownership
6.0 Quality
6.1 Overview
6.2 PPAP
6.2.1 Requirements for PPAP
6.2.2 PPAP Resubmission Criteria
6.2.3 PPAP Approval Status
6.2.4 Annual Validation Requirements
6.3 Corrective Actions
6.4 Containment
6.5 Return Material Policy
6.6 Cost Recovery
6.7 Responsiveness to Problems
6.8 SPC Requirements
6.9 IMDS
6.10 Manufacturing Process Review
6.11 Pre-Production Quality / Prototype
9.0 Appendix
9.1 Supplier Forms
9.1.1 Supplier Contact Information
9.1.2 Supplier Acknowledgement Form
9.1.3 Supplier Deviation Form
9.1.4 Facilities Listing
9.1.5 PPAP Checklist
9.1.6 PSW Form
9.1.7 APQP Planning Form
9.1.8 Supplier Request for Change Approval
9.1.9 Supplier Organization Information
Introduction
1.1 Scope
The details stipulated within this manual are intended as the minimum
mandatory requirements for “approved” production goods and service
suppliers to Grupo Antolin. Our focus includes a commitment from chosen
suppliers to provide timely, valued goods and services. Grupo Antolin
recognizes the importance of having suppliers that support our goal to
exceed customer expectations by delivering products of superior quality,
on time and at a competitive price. Win/Win relationships strengthened by
success remains a cornerstone in meeting changing customer
expectations. It is imperative that every supplier implements the
standards and business practices outlined in this manual.
1.2 Purpose
The purpose of this manual is to define the organizational system that
details the relationship between Grupo Antolin and its suppliers.
1.3 Expectations
To maintain our status as a world-class supplier of automotive
components, Grupo Antolin requires its suppliers to:
furnish services that meet the needs of Grupo Antolin and its
customers.
Distribution
Revision Control
All suppliers are required to provide Grupo Antolin with onsite launch
support during the launch of a new program or during a model year
change. Support may be requested during pre-production builds. The
designated liaison must have a thorough understanding of the supplier’s
part and manufacturing processes. The liaison must be able to make
accurate and immediate decisions. This liaison must be prepared, if
necessary, to support meetings with Grupo Antolin’s customers.
All suppliers are subject to audits of their quality system, and the physical
verification of corrective action implementation. Failure to comply will be
considered a breach of contract and appropriate actions will be taken.
All indirect and capital equipment invoices will be paid net 60 days after the
supplier’s PPAP is approved by Grupo Antolin, unless otherwise agreed
upon by the Grupo Antolin Purchasing representative. Any alternative
payment terms must be negotiated with Grupo Antolin before nomination.
The Supplier must provide proof of financial stability upon request. Grupo
Antolin may immediately rescind this purchase order under the following
assumptions: Submission - by the supplier - of a temporary receivership or
bankruptcy application, without detriment to the rights of Grupo Antolin
over the assets of the bankruptcy or temporary receivership.
Grupo Antolin requires the following from Suppliers for service parts:
Some of the methods that shall be used to manage the supply base:
• Mandate APQP activities for new product and processes
• Require PPAP for all materials received
• Track supplier delivery performance
• Promote organized Continuous Improvement and VA/VE activities
3.0 APQP
3.1 General
Grupo Antolin believes that product quality begins at design. Henceforth,
from initial product design through production, the Supplier and Grupo
Antolin must agree on all critical quality characteristics and requirements.
Communication between the Supplier and Grupo Antolin during the APQP
process is crucial. Therefore, frequent meetings between the Supplier
and Grupo Antolin will be scheduled to review the supplier’s APQP
progress. All designated suppliers shall implement all requirements of
Grupo Antolin’s APQP system (which follows AIAG standards).
3.2 Feasibility
The Supplier must have a process for confirming feasibility prior to quote.
Additionally, the Supplier must have a process for the identification and
management of potential risks to ensure proper supply of parts and
materials to the customer. A completed AIAG feasibility form must be
provided with all quotes. Suppliers’ acceptance of a Purchase Order
constitutes supplier agreement that all feasibility concerns have been
resolved. The intent of this process is to proactively address risk. The
The Supplier must provide a recovery plan for any major issues
discovered during the feasibility assessment process.
4.0 Engineering
4.1 Engineering Change Approval
Engineering changes are conveyed to all suppliers through the Grupo
Antolin Purchasing Department by the release of a RFQ. If the stated
RFQ is unclear, suppliers must request clarification from Grupo Antolin
immediately. Analysis of the RFQ must be completed to ensure that
changes to tooling, part and process are taken into account. Receipt of a
Purchase Order is considered authorization to proceed with an
engineering change. Supplier shall not accept change requests or
authorizations for any product change from any other Grupo Antolin entity
other than Grupo Antolin Purchasing. Failure to adhere may result in non-
payment for any/all costs associated with the unapproved change.
All suppliers must have a system in place to ensure that once a planned
change has occurred that a break point will be documented. The Supplier
shall ensure that all old material made before the change occurred is
either shipped to Grupo Antolin or scrapped as per Grupo Antolin
direction. The Supplier must identify the first shipment of any change they
make to a production part. All containers must be identified with a color
contrasting tag stating ‘ Engineering Change: Level _ ‘ until notification
otherwise is given from Grupo Antolin.
change control system that provides for approval and release of all
drawings.
5.0 Tooling
5.1 Tool Identification / Management
The Project Team manages the identification of tooling according to the
requirements established in the applicable Grupo Antolin Tooling
Specifications or Standards and customer requirements. All tooling and
gauging shall be permanently marked so that its ownership is readily
apparent.
The Direct Material Parts Supplier shall establish and implement a system
for tooling management including maintenance, storage, setup, program
changes and modifications. The Supplier must guarantee the quality and
integrity of the tool on any supplier managed engineering changes. Formal
procedures must be produced and available for review by Grupo Antolin.
Grupo Antolin reserves the right to refuse the use of a supplier designated
tooling source.
When tools are no longer in use, the Direct Material Parts Supplier agrees
that it will inform Grupo Antolin Purchasing and await delivery or disposal
instructions. The Direct Material Parts Supplier agrees that tooling may not
be disposed of, destroyed, sold, or used for any purpose other than in the
performance of work ordered by Grupo Antolin without the express written
permission of Grupo Antolin Purchasing.
6.0 Quality
6.1 Overview
100% defect free product is required from suppliers to Grupo Antolin. Any
deviation from this will result in rejection and disposal or return of product
to the supplier with subsequent charges attached. This is the industry
standard that the market demands. All shipments are received subject to
inspection. Payment by Grupo Antolin shall not constitute acceptance.
Even after acceptance of a shipment, Grupo Antolin reserves the right to
return any material that proves to be defective for full credit. Defective
material shall be returned at the Supplier’s expense and account debited
accordingly. Additional charges for sorting and administrative support may
also be added.
6.2 PPAP
When required by Grupo Antolin, the Supplier shall initiate the Production
Part Approval Process (PPAP) system to ensure parts submitted to Grupo
Antolin meet all requirements. This system should utilize the latest version
of the AIAG standard documentation found in the Production Part
Approval Process (PPAP) reference manual.
Design Records
The Supplier shall have all design records of the saleable product
including components or details of the product. Where the design
record is in an electronic format, a readable hard copy shall be
submitted to identify measurements taken.
Dimensional Results
The Supplier shall provide evidence of dimensional verifications
required by the design record and the Control Plan. These results
should indicate compliance with specified requirements. Suppliers
shall indicate date of the design record, change level and any
authorized engineering change documents not yet incorporated into
the design record to which the part was made. Any external cost to
complete the dimensional layout of the part is the responsibility of
the supplier.
Control Plan
Supplier shall have a Control Plan providing a written description of
the system for controlling production parts and processes. Control
Plans are to be developed in accordance with, and compliant with
AIAG standards and must be linked to the PFMEA. Prototype, Pre-
launch, and Production Controls plans will be required for any
program.
Master Sample
Supplier is to retain a master sample manufactured during the
same time period that the PPAP was submitted
Packaging Form
A packaging approval form will be required with each PPAP
submission. This form details the layout per box and per pallet. A
new form must be submitted for each PPAP submission.
Full Approval
Full approval indicates that the part or material meets all Grupo
Antolin and its customer specifications and requirements. The
Supplier is therefore authorized to ship production quantities of
the product subject to releases from Grupo Antolin.
Rejected
Rejected means that the submission, the production lot from
which it was taken, or accompanying documentation does not
meet Grupo Antolin requirements. Without exception, the
supplier must not ship production quantities while the status of
the PPAP is "Rejected" unless a deviation is granted. The
Supplier may receive charges for each rejected PPAP
submission. These charges are detailed in section 6.4.
The annual validation submission shall include, but is not limited to:
1. Warrant sheet stating annual re-validation as reason for
submission
2. Six part piece layout as stipulated in AIAG PPAP Manual or
as negotiated with the Grupo Antolin Plant Quality
3. Marked drawing
4. Material certification
5. On-going SPC data on Key/Critical Control Characteristics
6.Testing Results per drawing requirements
7. Annual Gage certification
6.4 Containment
The following procedures are considered escalation to control non-
conforming material being shipped to our facilities. The decision to
implement a controlled shipping procedure indicates existing measures by a
supplier have been insufficient in stopping shipment of non-conforming
material. There are two levels of controlled shipping as a means to ensure
our facilities receive material that conforms to specification and does not
impact our production or that of our customer. Supplier will receive
notification from Grupo Antolin stating that they have been placed in a
controlled shipping status.
• Any and all costs related to the NCR incurred by the Grupo Antolin
facility will also be charged back to the supplier. These costs may
include, but are not limited to:
1. Down time
2. Containment
3. Sorting
4. Scrap
5. Supervision
6. Rework
7. Premium Freight
8. Supplier Performance Travel Expenses
9. Grupo Antolin’s Customer Charge Backs ( i.e Vehicle Hold,
Yard Audits, Assembly Plant Downtime, Assembly Plant
Reworks, Recalls,Warranty)
• DOE
• X-Bar & R charts
• P, C, U, NP charts
• Histograms
• Pareto analysis
• Ishikawa or Fishbone diagrams
• 8D
6.9 IMDS
The End-of-Life Vehicle Directive was enacted to increase the recyclability
of vehicles and minimize the impact on the environment. The use of lead,
mercury, cadmium, and hexavalent chromium are prohibited in vehicles
and their components, except for certain exceptions published in Annex II
of the Directive. This is a mandated requirement for European Union (EU)
Member States and also required by North American and some Japanese
vehicle manufacturers.
All suppliers of Grupo Antolin are required to comply with this directive.
Suppliers must create a reference for each item in the bill of material.
These items must be broken down to their individual components /
ingredients, until all materials match the substances listed at the IMDS
website, www.mdsystem.com, or have identified the basic material as a
purchased item. If the supplier purchases an item or semi-components
from another supplier, it is the Suppliers responsibility to have that sub-
supplier do the same. This information must be available at all times at
the request of Grupo Antolin. Suppliers are responsible to update their
IMDS profile to Grupo Antolin IMDS code 1435 or as otherwise directed to
represent the latest engineering change level.
All suppliers to Grupo Antolin must have a lot identification system that
distinguishes one lot from another when shipping finished product. Each
lot of material should be clearly identified on the product (where possible)
and/or on the product packaging. All material lots should be traceable to
raw or component material lots as identified by the Supplier's vendor.
If the Supplier negatively impacts a production line due to poor quality, late
delivery, incorrect or partial quantity on any shipment, the supplier will be
responsible for all costs incurred including premium line time, expediting
shipments or charges from Grupo Antolin’s customers.
9.0 Appendix
9.0 Appendix
9.1 Supplier Forms
9.1.1 Supplier Contact Information
9.1.2 Supplier Acknowledgement Form
9.1.3 Supplier Deviation Form
9.1.4 Facilities Listing
9.1.5 PPAP Checklist
9.1.6 PSW Form
9.1.7 APQP Planning Form
9.1.8 Supplier Request for Change Approval
9.1.9 Supplier Organization Information
9.1.10 Labeling and Identification of Productive
Materials to be Delivered to Grupo Antolin
9.3 References
Materials Manager
Production Manager
Quality Manager
Note: All suppliers are responsible for reviewing this manual amongst their
management team. Directors or Managers of the departments listed below must
sign in the space indicated.
_____________________________
Printed Name
Controller / CFO _____________________________ Date __________
_____________________________
Printed Name
Materials Manager _____________________________ Date __________
_____________________________
Printed Name
Quality Manager _____________________________ Date __________
_____________________________
Printed Name
Eng. Manager _____________________________ Date __________
_____________________________
Printed Name
Sales Manager _____________________________ Date __________
Complete and return a copy of this form to Grupo Antolin within 14 days of
receipt:
Attn: Purchasing Department
Grupo Antolin North America
1700 Atlantic Blvd
Auburn Hills, MI 48326
Supplier Proposal:
Approved by:
United States
Mexico
The following guideline/checklist shall be used for PPAP level 1-5 submissions. PPAP packages should be submitted for approval to the appropriate SDE/STA 10 days
prior to PPAP required date if not level 1 approved by Grupo Antolin.
N/A YES 3. Customer Engineering approval (AIAG PPAP Fourth Edition 2.2.3)
(Grupo Antolin's PD eng) a. Product Engineering Approval
b. Engineering Test Results
YES N/A 4. Design Failure Mode and Effects Analysis (Design FMEA) (AIAG PPAP Fourth Edition 2.2.4)
DFMEA must be included if supplier is design responsible
YES N/A 5. Process Flow Diagram(s) (AIAG PPAP Fourth Edition 2.2.5)
Detailed Flow Diagram to Grupo Antolin's dock
YES YES (if SCs or Fs) 6. Process Failure Mode and Effects Analysis (Process FMEA) (AIAG PPAP Fourth Edition 2.2.6)
Including" Shipping, Handling, Warehousing, 'Packaging, and Bar Coding
YES YES 8. Measurement System Studies (Gage R&R) (AIAG PPAP Fourth Edition 2.2.8)
Gage R&R < 10% . Address all 10%< R&R <30% (AIAG MSA Manual)
a. Grupo Antolin Supplier Process Characteristic Analysis
9. Dimensional Results (AIAG PPAP Fourth Edition 2.2.7) (AIAG PPAP Fourth Edition 2.2.9)
100% layout for 6 parts for a single line process minimum
100% layout for 6 parts for each cavity if the process has 2 cavities per tool minimum
100% layout for 3 parts for each cavity if the process has 3, 4 or 5 cavities per tool minimum
100% layout for 1 part for each cavity if the process has 6 or more cavities per tool minimum
YES N/A a. Tabular Summary Format (according to AIAG manual) - with 100 % in tolerance results
Note: Data cannot be older than one year
YES YES b. Any surrogate data must be approved by Grupo Antolin's Supplier Development office
Note: Number of layouts may be modified with approval from Grupo Antolin. Attach approval
if applicable
10. Records of Material/ Performance test results (AIAG PPAP Fourth Edition 2.2.10)
N/A YES Data should be collected from Production Trial Run parts (per PPAP manual, AIAG 4th edition)
Any material certification cannot be older than one year
Any surrogate data must be approved by Grupo Antolin's Product Engineering office
YES N/A Test Results need to include:
- Copy of the specifications called out on the drawing
- Material Certification with test results (use tabular format from AIAG 4th edition PPAP manual)
- Approved PV test results by Grupo Antolin's Product Engineering office as required
The following guideline/checklist shall be used for PPAP level 1-5 submissions. PPAP packages should be submitted for approval to the appropriate SDE/STA 10 days
prior to PPAP required date if not level 1 approved by Grupo Antolin.
YES N/A 11 Initial Process Study (AIAG PPAP Fourth Edition 2.2.11)
a. At least 100 parts measured and at least 25 subgroups to be considered
For each SC and CC. Raw data to be included in the PPAP package.
b. For all SC and CC, if any 1.33 < Ppk < 1.67, work plan required
c. For all SC's and CC's, if any Ppk < 1.33, work plan and 100% in process inspection to be
implemented as a control method in the Control Plan (per AIAG PPAP manual)
YES YES d. Grupo Antolin Supplier Process Characteristic Analysis
Note: The matrix of raw data needs to specify the cavity as appropriate if cavities are considered
* The statistical Capability study must show statistical charts (per AIAG PPAP and SPC requirements)
* If the study is being done per cavity, at least 100 parts/cavity and at least 25 subgroups should
be considered for each SC and CC. If less than 30 parts/cavity contact SDE/STA responsible
activity to develop a suitable plan.
* Number of parts may be modified with approval from Grupo Antolin. Attach approval if applicable
YES YES 12. Qualified Laboratory Documentation (AIAG PPAP Fourth Edition 2.2.12)
13. Appearance Approval Report (AAR) (AIAG PPAP Fourth Edition 2.2.13)
YES YES (if SCs or Fs) a. Pre-Launch (Component PV Test Plan)
14. Sample Production Parts (Qty:_____) (specify how many samples to be sent to customer's plant according to
15. Master Samples (Qty:_____) (specify how many master samples are retained at the
manufacturing site)
16. Checking Aids (AIAG PPAP Fourth Edition 2.2.16)( e.g. checking fixtures, mounting box, etc.)
MATERIALS REPORTING
Has customer-required Substances of Concern information been reported? Yes No N/A
Submitted by IMDS or other customer format?
Are all polymeric parts identified with appropriate ISO marking codes? Yes No N/A
Customer Owned Tooling / Gages OEM Tag Number G/Antolin Tag Number
1
2
3
4
REASON FOR SUBMISSION
Initial submission Change to Optional Construction or Material
Engineering Change's) Sub-Supplier or Material Source Change
Tooling: Transfer, Replacement, Refurbishment, or additional Change in Part Processing
Correction of Discrepancy Parts produced at Additional Location
Tooling Inactive > than 1 year Other - please specify
SUBMISSION RESULTS
The results for dimensional measurements material and functional tests appearance criteria statistical process package
These results meet all drawing and specification requirements: YES NO (If "NO" - Explanation Required)
DECLARATION
I affirm that the samples represented by this warrant are representative of our parts, have been made to the applicable
Production Part Approval Process Manual 4th Edition Requirements. I further warrant these samples were
produced at the production rate of ________ / ____ hours. I have noted any deviations from this declaration below.
EXPLANATION/COMMENTS:
Date Date
NA M E C A USE
D EPA RTM EN T
FUN C TIO N
C O M PA N Y
EN TRY D A TE
C HA N G E DA TA
C O ST
IN V ESTM EN T / TO O LIN G =
C HA N G E LA UN C H C O - O RDIN A TO R
EN TRY REC EPTIO N - O FFER TO C USTO M ER
KEY D A TES - IN ITIA L SA M PLES
- FIRST BA TC H
D A TE SIG N A TURE
D A TE O F A PPRO V A L
REM A RKS
1.
2.
3.
4.
5.
1.- PURPOSE
Definition of labeling and identification requirements for productive materials to be delivered to Grupo
Antolin.
2.- SCOPE
Every productive material packaging arriving from external suppliers to Grupo Antolin’s facilities must
be correctly identifed with the standard labels considered within this document.
• Odette ETI 1 or ETI 9 labels, for delivering goods to Grupo Antolin’s facilities out of NAFTA
area.
• AIAG container and master labels, for delivering goods to NAFTA Grupo Antolin’s facilities.
These barcode labels are needed for automatic data capture during material receipt, warehouse
movements and inventory processes.
Logistic Departments of Grupo Antolin’ companies report non-compliance of this standard as Logistic
Incident.
• Odette ETI 1 – For big packaging and containers. Size 210x148 mm (A5). Recommended
paper weight from 160 to 170 g./sq.m. If the adhesive label is glued on a surface, paper
can have a lower weight (for example 80 g./sq.m).
• Odette ETI 9 – For boxes and small packaging. Size 210x74 mm. Recommended paper
weight 120g./sq.m.
• AIAG container label – For containers and pallets. Size 165x102 mm or 154,6x102 mm.
• AIAG master label – For boxes inside pallets. Size 165x102 mm or 154,6x102 mm.
Paper to be used in labels must be white. They must be printed in black with a minimum printing
contrast PCS = 75. For minimizing possible distortion problems it is recommended for label paper
(including adhesive sheet in case of sticker paper) to have a certain weight and to be
weatherproof. The label should be resistant enough to guarantee its readability when arriving to
destination.
Label location on the packaging must be agreed between supplier and customer, according to the
internal standards of their companies. Labels should be fixed in horizontal position, in order to
make both its visual reading and scanning process easier.
Barcode fields must be code 128. Barcodes must include the corresponding figure, using as
prefix the letter which is written in brackets in each field description.
1. Delivery.
nonconforming Goods shall not limit or impair Buyer’s right to assert any legal or
equitable remedy, or relieve Seller’s responsibility for latent defects.
suit, claim or action for (1) alleged direct or contributory infringement of, or
inducement to infringe, any U.S. or foreign patent, trademark, copyright or mask
work right including infringement arising out of compliance with specifications
furnished by Buyer; (2) actual or alleged misuse or misappropriation of a trade
secret resulting directly or indirectly from Seller’s actions; and (3) any claim
against Buyer under the UCC or otherwise including any hold harmless or similar
claim in any way related to a claim asserted against Seller or Buyer regarding
infringement or the like including claims arising out of compliance with
specifications furnished by Seller or Buyer; (d) Seller’s noncompliance with any
federal, state or local law, Executive Order, rules, regulations, ordinance or
standards that may be applicable to Seller’s performance of its obligations under
this Purchase Order; (e) any liability for taxes and related interest, penalties and
charges in connection with Seller’s work or Seller’s receipts for the performance
of the work covered by this Purchase Order whether imposed by any statute now
in force or enacted prior to the delivery of the Goods; (f) any liability to or claim by
any governmental entity or body, customer, third party, or any end user of a
product sold by Buyer, relating to product sold by Buyer or contract entered by
Buyer for sale of product, where Seller's act, omission, misrepresentation, breach
of contract or of warranty, or Goods were a cause of Buyer's alleged liability or
any such claim against Buyer; or (g) any warranty claim, recall expense liability,
product liability claim or other product related liability which Buyer incurs to its
customer or any end user, or government entity, and which Buyer determines in
its sole discretion is traceable to or caused by Seller's Goods, any defect therein
or failure of such Goods to work for their intended purpose and function in
finished products or systems .
restore them upon completion of the order to their condition before adaptations, if
requested by Buyer. If Tools or any other manufacturing aids are included in this
Purchase Order, Seller shall submit acceptable production samples from the
same for Buyer’s inspection and approval prior to any delivery or payment
therefore.
written consent, and shall not divulge to, or use such Confidential Data for the
benefit of any other person or entity, except as required for the efficient
performance of this order. Seller shall not make copies or permit copies to be
made of the Confidential Data without the prior written consent of Buyer. The
Confidential Data shall be acquired, free from restrictions as part of the
consideration for this Purchase Order. The provisions of this Purchase Order are
in addition to and do not supersede or merge with the terms of any confidentiality
or similar agreement signed by the parties, each of which will remain in full force
and effect for the period stated therein, but for at least two years beyond the last
date that Goods or services are provided by Seller to Buyer under this Purchase
Order. Seller shall not advertise or publish the fact that the Seller has contracted
to furnish Buyer the Goods herein ordered, or use any trademarks or trade
names of Buyer in Seller’s advertising or promotional materials without Buyer's
written consent.
(c) In the event Buyer or its customer(s) shall, at any time and in
their discretion, require financial information concerning Seller to confirm the
financial condition, viability or history of Seller, Seller shall provide, and consent
to third parties providing, any such requested information to Buyer and its
customer(s),and shall reimburse, indemnify and hold harmless Buyer and its
customer(s) for the cost and expenses they incur in obtaining such information
regarding Seller.
9. Taxes: Unless prohibited by law, the Seller shall pay all federal,
state and local tax, transportation tax, or other tax, including, but not limited to
customs duties and tariff which is required to be imposed upon the items
ordered, or by reason of their sale or delivery. All order prices shall be deemed
to have included all such taxes. The certification provisions of Section 15 must
be met in order for Seller to be eligible for payment of any invoice. Seller shall
not delay any deliveries of Goods pending the determination of any price
adjustments or resolution of invoicing disputes or reconciliations under this
Purchase Order. In the event that Buyer’s customer(s) require(s) a price
reduction or other changes having the effect of a price reduction to the customer,
Seller shall renegotiate the price to provide a corresponding price reduction for
items sold to Buyer that are used in such parts or systems sold to the customer.
(b) This Purchase Order includes all related customs duty and
import drawback rights, if any, including rights developed by substitution and
rights which may be acquired from Seller’s suppliers, which Seller can transfer to
Buyer. Seller shall inform Buyer of the existence of any such rights and upon
(c) Seller will perform all actions and provide all documents
required to qualify the Goods or products thereof for preferential or favorable
treatment under any applicable tariff or treaty, including the North American Free
Trade Agreement ("NAFTA"). Seller will be responsible for all documentary and
logistical requirements for movement of Goods across international borders and
shall pay all duties and fees pertaining to such movements.
11. Service and Replacement Parts. Seller will sell to Buyer Goods
necessary for Buyer to fulfill, for its customer(s), Buyer's current model service
and replacement parts requirements at the price(s) set forth in this Purchase
Order or Buyer's agreements(s) with its customer(s). If the Goods are systems
or modules, Seller will sell the components or parts that comprise the system or
module at price(s) that shall not in the aggregate exceed the price of the system
or module less assembly costs. Seller will sell Goods to Buyer to fulfill its past
model service, ongoing model service and replacement parts requirements for a
fifteen year period after Buyer completes its current model purchases (or such
longer period as is required by Buyer’s customer(s)). The price(s) shall remain
the same for the first four years after Buyer completes current model purchases.
Thereafter, the price shall be as agreed by the parties. In the event that Buyer’s
customer(s) require(s) a price reduction or other changes having the effect of a
price reduction, Seller shall renegotiate the price to provide a corresponding price
reduction for items sold to Buyer that are used in such parts or systems sold to
the customer. Seller shall make service literature and other materials available
at no additional charge to support Buyer’s service part sales activities.
13. Labor Disputes. Seller shall notify Buyer of any actual or potential
labor dispute delaying or threatening to delay timely performance of this
Purchase Order. Seller shall notify Buyer in writing six (6) months in advance of
the expiration of any current labor contracts. Seller shall produce a supply of
finished Goods at least thirty (30) days prior to the expiration of any such labor
contract, in quantities and for storage at Seller’s expense at sites designated by
Buyer.
14. Demand for Adequate Assurance: Given the critical nature for
Grupo to be able to supply its customer(s) with goods on a “just in time” basis,
should Grupo reasonably determine itself to be insecure with the Seller’s
performance, the Seller shall provide Grupo with written assurance of
performance within forty-eight hours of a written demand by Grupo. It is
understood that this is a material provision of the relationship between the
parties. This provision supercedes the normal time periods associated with a
demand for adequate assurance as provided for in Section 2-609 of the Uniform
Commercial Code.
9.3 References
Acknowledging resources